EMC INSURANCE GROUP INC
10-K, 1994-03-28
FIRE, MARINE & CASUALTY INSURANCE
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                  FORM 10-K
 (Mark One)
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [Fee Required]
 
             For the Fiscal Year Ended December 31, 1993
 
 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [No Fee Required]
 
         For the transition period from              to
                                        ------------    -----------
 
                    Commission File Number:  0-10956
 
                           EMC INSURANCE GROUP INC.
     --------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)
 
             Iowa                                        42-6234555
 -------------------------------                    -------------------
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                    Identification No.)
 
   717 Mulberry Street, Des Moines, Iowa                      50309
 -----------------------------------------                 ----------
  (Address of Principal Executive Office)                  (Zip Code)
 
 Registrant's telephone number, including area code:     (515)  280-2581
                                                         ---------------
 
 Securities registered pursuant to Section 12(b) of the Act:    None
 
 Securities registered pursuant to Section 12(g) of the Act:
 
                        Common Stock, Par Value $1.00
                        -----------------------------
                               (Title of Class)
 
      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes    X    No
                                                     -----      -----
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]
 
     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 1994 was $31,263,947.
 
     The number of shares outstanding of the registrant's common stock, $1.00
par value, on March 1, 1994, was 10,331,693.
 
                     DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the registrant's definitive proxy statement, which will be
filed with the Securities and Exchange Commission on or before April 30, 1994,
 
are incorporated by reference under Part III.
 
     This document contains 162 sequentially numbered pages.
 
     Index to Exhibits is on page number 95.
                                    1
<PAGE>
                                    PART I
                                    ------
ITEM 1.   BUSINESS.
- -------   --------
 
GENERAL
- -------
 
     EMC Insurance Group Inc. is an insurance holding company incorporated in
Iowa in 1974.  EMC Insurance Group Inc. is approximately 67 percent owned by
Employers Mutual Casualty Company ("Employers Mutual"), a multiple-line
property and casualty insurance company organized as an Iowa mutual insurance
company in 1911 that is licensed in all 50 states and the District of
Columbia.  EMC Insurance Group Inc. and its subsidiaries are referred to herein
as the "Company".  Employers Mutual and all of its subsidiaries (including the
Company), which collectively have assets totaling $1,228,334,000 and written
premiums of $562,817,000, are referred to as the "EMC Insurance Companies".
 
     The Company conducts its insurance business through four business
segments as follows:
 
                       ...............................
                       :                             :
                       :   EMC INSURANCE GROUP INC.  :
                       :.............................:
                                      :                          Excess and
Property and                          :        Nonstandard      Surplus Lines
  Casualty                            :      Risk Automobile      Insurance
 Insurance             Reinsurance    :         Insurance           Agency
      ................................:.................................
      :                     :                        :                  :
      :                     :                        :                  :
EMCASCO Insurance          EMC                 Farm and City          EMC
 Company (EMCASCO)     Reinsurance               Insurance       Underwriters,
Illinois EMCASCO         Company                  Company             Ltd.
 Insurance Company       (EMC Re)                (Farm and      (Underwriters,
 (Illinois EMCASCO)                                City)              Ltd.)
Dakota Fire Insurance
 Company (Dakota Fire)
 
 
     EMCASCO was formed in Iowa in 1958, Illinois EMCASCO was formed in
Illinois in 1976, and Dakota Fire was formed in North Dakota in 1957 for the
purpose of writing property and casualty insurance lines.  These companies are
licensed to write insurance in a total of 35 states and are participants in a
pooling agreement with Employers Mutual.  (See "Property and Casualty Insurance
- - Pooling Agreement").
 
     EMC Re was formed in 1981 to assume reinsurance business of Employers
Mutual.  EMC Re assumes 95 percent of Employers Mutual's assumed reinsurance
business, exclusive of certain reinsurance contracts, and is licensed to do
business in 11 states.
 
     Farm and City was purchased in January of 1984.  Farm and City was formed
in Iowa in 1962 to write nonstandard risk automobile insurance and is licensed
in 5 states.
                                        2
<PAGE>
     Underwriters, Ltd. was acquired in January of 1985.  Underwriters, Ltd.
was formed in Iowa in 1975 as a broker for excess and surplus lines insurance
and acts as managing underwriter for such lines for several of the property and
casualty pool members.  (See "Property and Casualty Insurance - Pooling
Agreement").
 
     The Company sold its life insurance subsidiary to Employers Mutual on
December 31, 1991.  All information presented in this report reflects the life
segment as a discontinued operation.  Additional information regarding the
discontinued operation is included in note 5 of Notes to Consolidated Financial
Statements under Item 8 of this Form 10-K.
 
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
- ---------------------------------------------
 
     For information concerning the Company's revenues, operating income and
identifiable assets attributable to each of its industry segments over the past
three years, see note 9 of Notes to Consolidated Financial Statements under
Item 8 of this Form 10-K.
 
PROPERTY AND CASUALTY INSURANCE
- -------------------------------
 
POOLING AGREEMENT
 
     The three property and casualty insurance subsidiaries of the Company and
two subsidiaries of Employers Mutual (Union Insurance Company of Providence and
American Liberty Insurance Company) are parties to reinsurance pooling
agreements with Employers Mutual (collectively the "pooling agreement").  Under
the terms of the pooling agreement, each company cedes to Employers Mutual all
of its insurance business and assumes from Employers Mutual an amount equal to
its participation in the pool.  All losses, settlement expenses and other
underwriting and administrative expenses are prorated among the parties on the
basis of participation in the pool.  The investment programs and income tax
liabilities of the pool participants are not subject to the pooling agreement.
 
     The purpose of the pooling agreement is to reduce the risk of an exposure
insured by any of the pool participants by spreading it among all the
companies.  The pooling agreement produces a more uniform and stable
underwriting result from year to year for all companies in the pool than might
be experienced individually.  In addition, each company benefits from the
capacity of the entire pool, rather than being limited to policy exposures of a
size commensurate with its own assets, and from the wide range of policy forms
and lines of insurance written and the variety of rate filings and commission
plans offered by each of the companies.  A single set of reinsurance treaties
is maintained for the protection of all six companies in the pool.
 
     Effective January 1, 1992, the aggregate participation of the property and
casualty insurance subsidiaries was increased to 22 percent from 17 percent.
In connection with this change in pool participation, the Company's liabilities
increased $31,427,861 and invested assets increased $29,402,411.  The Company
reimbursed Employers Mutual $2,025,450 for commissions incurred to generate
this business.
                                       3
<PAGE>
     Employers Mutual voluntarily assumes reinsurance business from
nonaffiliated insurance companies and cedes 95 percent of this business to the
Company's reinsurance subsidiary, exclusive of certain reinsurance contracts.
Amounts not ceded to the reinsurance subsidiary have historically been retained
by Employers Mutual and have been subject to cession to the pool members.
Under the terms of the pooling agreement, the property and casualty
subsidiaries had a 22 percent participation (17 percent in 1991) in the amounts
assumed from these nonaffiliated companies.
 
     Effective January 1, 1993, the pooling agreement was amended so that the
voluntary assumed reinsurance business written by Employers Mutual is no longer
subject to cession to the pool members.  In connection with this change in the
pooling agreement, the Company's liabilities decreased $4,470,204 and invested
assets decreased $4,426,945.  Employers Mutual reimbursed the Company $43,259
for commissions incurred to generate this business.
 
     The parties to the pooling agreement have historically recorded amounts
assumed from the National Workers' Compensation Reinsurance Pool on a net
basis.  Under this approach, reserves for outstanding losses and unearned
premiums were reported as liabilities under "Indebtedness to Related Party" in
the Company's consolidated financial statements.  Effective December 31, 1993,
the parties to the pooling agreement began recording these amounts as
outstanding losses and unearned premiums.  As a result, outstanding losses
increased $11,436,543, unearned premiums increased $1,711,288 and indebtedness
to related party decreased $13,147,831.  There was no income effect from this
reclassification.  Prior year consolidated financial statements have been
restated for comparative purposes.
 
SERVICES PROVIDED BY EMPLOYERS MUTUAL
 
     Employers Mutual and the Company's property and casualty insurance
subsidiaries utilize many common services and facilities.  These services are
provided to all parties to the pooling agreement by Employers Mutual.  The
parties receive the benefit of greater expertise in a broader range of services
at a lower cost than would otherwise be possible if each party was individually
required to provide these services.  Costs of these services are charged by
Employers Mutual to the pool, and each party shares in the total cost in
proportion to its participation percentage.  Common data processing, claims,
financial, investment, actuarial, auditing, risk management, risk improvement,
marketing and underwriting services are among the services provided by
Employers Mutual for the Company's property and casualty insurance
subsidiaries.  This interrelationship means that Employers Mutual has the
ability to determine the types and extent of services available to the property
and casualty insurance subsidiaries.
 
PRINCIPAL PRODUCTS
 
     The Company's property and casualty insurance subsidiaries and the other
parties to the pooling agreement underwrite both commercial and personal lines
of insurance.  The following table sets forth the aggregate direct written
premiums of all parties to the pooling agreement for the three years ended
December 31, 1993.  The pooling agreement is continuous but may be amended or
terminated at the end of any calendar year as to any one or more parties.
                                       4
<PAGE>
                                   Percent          Percent          Percent
                                     of               of               of
Line of Business            1993    Total    1992    Total    1991    Total
- ----------------          --------  -----  --------  -----  --------  -----
                                        (Dollars in thousands)
Commercial Lines:
  Automobile ............ $ 83,415   16.0% $ 77,102   14.9% $ 70,406   14.2%
  Property ..............   72,743   13.9    71,856   13.9    68,710   13.8
  Workers' compensation    134,529   25.8   141,245   27.2   136,594   27.5
  Liability .............   99,976   19.1    98,029   18.9    92,721   18.7
  Other .................   11,948    2.3    11,858    2.3    10,016    2.0
                          --------  -----  --------  -----  --------  -----
   Total commercial lines  402,611   77.1   400,090   77.2   378,447   76.2
                          --------  -----  --------  -----  --------  -----
Personal Lines:
  Automobile ............   83,068   15.9    82,346   15.9    81,178   16.4
  Property ..............   36,515    7.0    35,785    6.9    35,912    7.2
  Liability .............        -      -       200      -       988     .2
  Other .................       56      -        57      -        58      -
                          --------  -----  --------  -----  --------  -----
   Total personal lines    119,639   22.9   118,388   22.8   118,136   23.8
                          --------  -----  --------  -----  --------  -----
       Total ............ $522,250  100.0% $518,478  100.0% $496,583  100.0%
                          ========  =====  ========  =====  ========  =====
 
MARKETING
 
     Marketing of insurance by the parties to the pooling agreement is
conducted through 18 offices located throughout the United States and
approximately 2,400 independent agents.  These offices maintain close contact
with the local market conditions and are able to react rapidly to change.  Each
office employs underwriting, claims, marketing, and risk improvement
representatives, as well as field auditors and branch administrative
technicians.  The offices are supported by Employers Mutual technicians and
specialists.  Systems are in place to monitor the underwriting results of each
office and to maintain guidelines and policies consistent with the underwriting
and marketing environment in each region.
 
     The following table sets forth the geographic distribution of the
aggregate direct written premiums of all parties to the pooling agreement for
the three years ended December 31, 1993.
 
                                          1993        1992        1991
                                          ----        ----        ----
    Arizona ............................   3.7%        3.6%        3.6%
    Illinois ...........................   6.8         7.0         6.6
    Iowa ...............................  26.2        26.7        26.4
    Kansas .............................   7.4         7.1         6.0
    Michigan ...........................   3.1         2.8         2.4
    Minnesota ..........................   5.3         5.3         5.4
    Nebraska ...........................   7.5         7.6         7.1
    North Carolina .....................   3.3         3.3         3.8
    Rhode Island .......................   3.2         2.9         3.2
    Texas ..............................   2.8         3.2         4.3
    Wisconsin ..........................   6.7         7.0         7.1
    Other * ............................  24.0        23.5        24.1
                                         -----       -----       -----
                                         100.0%      100.0%      100.0%
                                         =====       =====       =====
 
*  Includes all other jurisdictions, none of which accounted for more than 3%.
                                       5
<PAGE>
REINSURANCE CEDED
 
     The parties to the pooling agreement cede insurance in the ordinary course
of business for the purpose of limiting their maximum loss exposure through
diversification of their risks.  The pool participants also purchase
catastrophe reinsurance to cover multiple losses arising from a single event.
 
      All major reinsurance treaties, with the exception of the pooling
agreement, are on an "excess of loss" basis whereby the reinsurer agrees to
reimburse the primary insurer for covered losses in excess of a predetermined
amount, up to a stated limit.  Facultative reinsurance from approved domestic
markets, which provides reinsurance on an individual risk basis and requires
specific agreement of the reinsurer as to the limits of coverage provided, is
purchased when coverage by an insured is required in excess of treaty capacity
or where a high-risk type policy could expose the treaty reinsurance programs.
 
     Retention levels are adjusted according to reinsurance market conditions
and the surplus position of Employers Mutual.  The intercompany pooling
arrangement aids efficient buying of reinsurance since it allows for higher
retention levels and correspondingly decreased dependence on the reinsurance
marketplace.
 
     A summary of the reinsurance treaties benefiting the parties to the
pooling agreement follows:
 
   Type of Coverage           Retention               Limits
   ----------------           ---------               ------
   Property per risk ....... $2,000,000     100 percent of $18,000,000
   Property catastrophe .... $9,000,000      95 percent of $51,000,000
   Casualty ................ $2,000,000     100 percent of $43,000,000
   Umbrella ................ $5,000,000     100 percent of $ 5,000,000
 
     The property per risk, property catastrophe and casualty reinsurance
programs are handled by a reinsurance intermediary (broker).  The reinsurance
of those programs is syndicated to approximately 90 domestic and foreign
reinsurers that meet Employers Mutual's financial security guidelines.  The
umbrella reinsurance is written by one large domestic direct writing reinsurer
(General Reinsurance Corporation).
 
     Although reinsurance does not discharge the original insurer from its
primary liability to its policyholders, it is the practice of insurers for
accounting purposes to treat reinsured risks as risks of the reinsurer since
the primary insurer would only reassume liability in those situations where the
reinsurer is unable to meet the obligations it assumed under the reinsurance
agreements.  The collectability of reinsurance is subject to the solvency of
the reinsurers.
                                       6
<PAGE>
     The major participants in the pool members' reinsurance program are
presented below.  These percentages represent the reinsurers' share of the
total reinsurance protection under all coverages.  Each type of coverage is
purchased in layers, and an individual reinsurer may participate in more than
one coverage and at various layers within these coverages.
 
                                                       Percent
                                                      of Total      1993
                                                     Reinsurance   Best's
Reinsurer                                             Protection   Rating
- ---------                                            -----------   ------
Underwriters at Lloyd's of London ..................    19.9%       (1)
Insurance Company of North America .................     7.2         A-
Prudential Reinsurance Company .....................     6.0         A
General Reinsurance Corporation ....................     3.6         A++
NAC Reinsurance Corporation ........................     3.3         A
Hartford Fire Insurance Company ....................     3.0         A+
AXA Reinsurance Company ............................     2.7         A
 
(1) Not rated; however, the individual members of the Lloyd's organization are
    required to pledge their entire net worth toward the satisfaction of their
    liabilities.  In response to reported losses of $3.8 billion, $4.2 billion,
    $1.9 billion (estimated) and $758 million (estimated) in 1989, 1990, 1991
    and 1992, respectively, Lloyd's has developed a business plan to improve
    its profitability.  The plan is described in detail in the "Rowland" report
    published by Lloyd's in April, 1993.  This plan outlines several
    significant changes: a new management team will play a more active role in
    the administration of affairs, corporate capital will be allowed, names are
    to continue with unlimited liability, "NewCo" will be incorporated with
    assets of 4.0 billion pounds sterling to manage old liabilities, a table
    will be published on an annual basis of the best syndicate performers, and
    independent regulations will be enforced.  All of these changes may help to
    reduce the risk of doing business with Lloyd's.  In addition, standing
    behind the means of individual members is the Lloyd's Central Fund.  This
    Fund is considered by Lloyd's to be a safety net, whereby Lloyd's
    membership as a whole can be compelled to make up deficiencies caused by
    individual names defaulting.  There is also a multi-billion dollar trust
    fund to secure Lloyd's obligations to United States policyholders.
 
    The Company has not experienced any difficulty in collecting its
    reinsurance receivables from any Lloyd's syndicates.  However, the
    substantial losses noted above could affect the ability of certain
    syndicates to continue to trade and the ability of the Company to continue
    to place business with the syndicates.
 
     Premiums ceded by all parties to the pooling agreement and by the property
and casualty insurance subsidiaries for the year ended December 31, 1993 are
presented below.  Each type of reinsurance coverage is purchased in layers, and
an individual reinsurer may participate in more than one coverage and at
various layers within these coverages.  Since each layer of each coverage is
priced separately, with the lower layers being more expensive than the upper
layers, a reinsurer's overall participation in a reinsurance program does not
necessarily correspond to the amount of premiums it receives.
                                       7
<PAGE>
                                                          Premiums Ceded By
                                                       ------------------------
                                                                     Property
                                                        All Pool   and Casualty
Reinsurer                                                Members   Subsidiaries
- ---------                                              ----------- ------------
General Reinsurance Corporation ...................... $ 3,517,725 $    773,900
Underwriters at Lloyd's London .......................   1,670,393      367,486
Hartford Steam Boiler Inspection and Insurance Company   1,138,371      250,442
Hartford Fire Insurance Company ......................     632,192      139,082
Michigan Mutual Insurance Company ....................     629,529      138,496
Pennsylvania Mfg. Assn. Insurance Company ............     629,529      138,496
Transamerica Insurance Company .......................     553,987      121,877
Utica Mutual Insurance Company .......................     497,328      109,412
Other Reinsurers .....................................   9,734,638    2,141,621
                                                       ----------- ------------
   Total ............................................. $19,003,692 $  4,180,812
                                                       =========== ============
 
     The parties to the pooling agreement also cede reinsurance on both a
voluntary and a mandatory basis to state and national organizations in
connection with various workers' compensation and assigned risk programs.
Premiums ceded by all parties to the pooling agreement and by the property and
casualty insurance subsidiaries for the year ended December 31, 1993 are
presented below.
 
                                                          Premiums Ceded By
                                                       ------------------------
                                                                     Property
                                                        All Pool   and Casualty
Reinsurer                                                Members   Subsidiaries
- ---------                                              ----------- ------------
Wisconsin Compensation Rating Bureau ................. $13,887,977 $  3,055,355
National Workers' Compensation Reinsurance Pool ......  13,297,246    2,925,394
North Carolina Reinsurance Facility ..................   1,387,107      305,164
Michigan Catastrophe Claims Association ..............     814,504      179,191
Other reinsurers .....................................     252,574       55,566
                                                       ----------- ------------
                                                       $29,639,408 $  6,520,670
                                                       =========== ============
 
     In formulating reinsurance programs, Employers Mutual is selective in its
choice of reinsurers.  Employers Mutual selects reinsurers on the basis of
financial stability and long-term relationships, as well as price of the
coverage.  Reinsurers are generally required to have a Best's rating of "A-" or
higher and policyholders surplus of $50,000,000 ($100,000,000 for casualty
reinsurance).
 
     For information concerning amounts due the Company from reinsurers for
losses and settlement expenses and prepaid reinsurance premiums and the effect
of reinsurance on premiums written and earned and losses and settlement
expenses incurred, see "Property and Casualty Insurance Subsidiaries,
Reinsurance Subsidiary and Nonstandard Risk Automobile Insurance Subsidiary -
Reinsurance Ceded".
                                       8
<PAGE>
RELATIONSHIP BETWEEN NET PREMIUMS WRITTEN AND SURPLUS
 
     The volume of insurance which a property and casualty insurance company
writes under industry standards is a multiple of its surplus calculated in
accordance with statutory accounting practices.  Generally, a ratio of 3 to 1
or less is considered satisfactory.  The ratios of the pool members for the
past three years are as follows:
 
                                               Year ended December 31,
                                           --------------------------------
                                            1993         1992         1991
                                            ----         ----         ----
      Employers Mutual ..................   1.33         1.32         1.43
      EMCASCO ...........................   2.51         2.56         2.06
      Illinois EMCASCO ..................   2.44         2.65         2.17
      Dakota Fire .......................   2.18         2.49         2.26
      American Liberty ..................   1.38         1.38         1.40
      Union Mutual ......................   1.63         1.68         1.70
 
OUTSTANDING LOSSES AND SETTLEMENT EXPENSES
 
     The property and casualty insurance subsidiaries' reserve information is
included in the property and casualty loss reserve development for 1993.  See
"Property and Casualty Insurance Subsidiaries, Reinsurance Subsidiary and
Nonstandard Risk Automobile Insurance Subsidiary - Outstanding Losses and
Settlement Expenses".
 
COMPETITION
 
     The property and casualty insurance business is highly competitive.  The
Company competes in the United States insurance market with numerous insurers,
many of which have greater financial resources than the Company.  Competition
in the types of insurance in which the Company is engaged is based on many
factors, including the perceived overall financial strength of the insurer,
premiums charged, contract terms and conditions, services offered, speed of
claim payments, reputation and experience.  In this competitive environment,
insureds have tended to favor large, financially strong insurers and the
Company faces the risk that insureds may become more selective and may seek
larger and/or more highly rated insurers.
 
BEST'S RATING
 
     A.M. Best rates insurance companies based on their relative financial
strength and ability to meet their contractual obligations.  The "A
(Excellent)" rating assigned to the Company's property and casualty insurance
subsidiaries and the other pool members is based on the pool members' 1992
operating results and financial condition as of December 31, 1992.  Best's
reevaluates its ratings from time to time (normally on an annual basis) and
there can be no assurance that the Company's property and casualty insurance
subsidiaries and the other pool members will maintain their current rating in
the future.  Management believes that a Best's rating of "A (Excellent)" or
better is important to the Company's business since many insureds require that
companies with which they insure be so rated.  Best's defines both "A" and "A-"
as "Excellent".  Best's publications indicate that these ratings are assigned
to companies which Best's believes have achieved excellent overall performance
and have a strong ability to meet their obligations over a long period of time.
Best's ratings are based upon factors of concern to policyholders and insurance
agents and are not necessarily directed toward the protection of investors.
                                       9
<PAGE>
REINSURANCE
- -----------
 
     EMC Re is a property and casualty treaty reinsurer with a concentration in
property lines.  EMC Re began its operations in 1981 with a five percent quota
share assumption of Employers Mutual's assumed reinsurance business.  The quota
share percentage has been gradually increased over the years and since 1988 EMC
Re has assumed a 95 percent quota share of Employers Mutual's assumed
reinsurance business.  EMC Re receives 95 percent of all premiums and assumes
95 percent of all related losses and expenses of this business.  EMC Re does
not reinsure any of Employers Mutual's direct insurance business, nor any
"involuntary" facility or pool business that Employers Mutual assumes pursuant
to state law.  In addition, EMC Re is not liable for credit risk in connection
with the insolvency of any reinsurers of Employers Mutual.
 
     Effective January 1, 1993, the quota share agreement with Employers Mutual
was amended so that losses in excess of $1,000,000 per event are retained by
Employers Mutual.  EMC Re pays an annual override commission to Employers
Mutual for this additional protection, which totaled $1,808,527 in 1993.
Employers Mutual retained losses totaling $615,000 under this agreement in
1993.
 
     Effective June 30, 1993, Employers Mutual commuted the portion of the
quota share agreement that pertains to a casualty pool that is in a run-off
position.  In connection with this change in the quota share agreement, the
Company's liabilities decreased $19,783,037 and invested assets decreased
$17,806,179.  The reserve discount amount of $1,976,858 was recorded as
deferred income and is being amortized into operations over the estimated
settlement period of the reserves, which is ten years.  During 1993, $259,217
was recognized as income.
 
     Effective October 31, 1993, Employers Mutual commuted the portion of the
quota share agreement that pertains to a voluntary pool that handles large
"highly protected" risks.  This pool has experienced deteriorating underwriting
results over the last several years and Employers Mutual is presently
considering whether to continue its participation in the pool beyond 1994.  In
connection with this change in the quota share agreement, the Company's
liabilities decreased $3,827,201 and invested assets decreased $2,619,776.
Employers Mutual reimbursed the Company $1,207,425 for commissions incurred to
generate this business.  No reserve discount was calculated as this business
involves short-tail property coverage.
 
REINSURANCE CEDED
 
     In conjunction with the change in the quota share agreement noted above,
EMC Re terminated its catastrophe reinsurance treaties with Employers Mutual
and other nonaffiliated reinsurers effective January 1, 1993.  The reinsurance
treaty with Employers Mutual paid losses in excess of $1,000,000 resulting from
any one catastrophe, subject to a maximum loss of $3,000,000.  Maximum recovery
was limited to $6,000,000.  The catastrophe protection placed on the open
market amounted to 95 percent of $8,000,000 in excess of $4,000,000.  Ceded
reinsurance on the books at December 31, 1992 is being allowed to run-off.
                                       10
<PAGE>
     EMC Re has an aggregate "excess of loss" treaty with Employers Mutual
which provides protection from a large accumulation of retentions resulting
from multiple catastrophes in any one calendar year.  The coverage provided is
$2,000,000 excess of $2,500,000 ($2,000,000 in 1991) aggregate losses retained,
excess of $200,000 per event.  Maximum recovery is limited to $4,000,000 per
accident year.
 
     For information concerning amounts due the Company from reinsurers for
losses and settlement expenses and prepaid reinsurance premiums and the effect
of reinsurance on premiums written and earned and losses and settlement
expenses incurred, see "Property and Casualty Insurance Subsidiaries,
Reinsurance Subsidiary and Nonstandard Risk Automobile Insurance Subsidiary -
Reinsurance Ceded".
 
OUTSTANDING LOSSES AND SETTLEMENT EXPENSES
 
     EMC Re's reserve information is included in the property and casualty loss
reserve development for 1993.  See "Property and Casualty Insurance
Subsidiaries, Reinsurance Subsidiary and Nonstandard Risk Automobile Insurance
Subsidiary - Outstanding Losses and Settlement Expenses".
 
COMPETITION
 
     Competition for reinsurance business abated somewhat in 1993.  This
reduction in competition is primarily due to reduced market capacity for
catastrophe reinsurance, which has resulted in higher rates for this segment of
business.
 
     EMC Re continues to reduce its aggregate liabilities in hurricane exposed
areas in favor of writing new business away from coastal areas.  Despite a
decrease in overall exposure, written premiums are expected to increase in 1994
due to the increased rates currently available.
 
BEST'S RATING
 
     The most recent Best's Property Casualty Key Rating Guide gives EMC Re an
A (Excellent) policyholders' rating.  Best's ratings are based upon factors of
concern to policyholders and insurance agents and are not necessarily directed
toward the protection of investors.
 
NONSTANDARD RISK AUTOMOBILE INSURANCE
- -------------------------------------
 
     Farm and City was acquired by the Company in January of 1984.  Farm and
City specializes in insuring private passenger automobile risks that are found
to be unacceptable in the normal automobile market.
 
MARKETING
 
     Farm and City is admitted in a five state area which includes Iowa,
Kansas, Nebraska, North Dakota and South Dakota.  Personal automobile policies
are solicited through the American Agency System and are written for two, three
or six month terms.  Limits of liability are offered equal to the state
responsibility laws.  Physical damage coverages are written at normal insurance
deductibles.
                                       11
<PAGE>
REINSURANCE CEDED
 
     Farm and City has a reinsurance treaty on an "excess of loss" basis with
Employers Mutual, which provides reinsurance for 100 percent of each loss in
excess of $100,000, up to $1,000,000.  No recoveries have been made under this
treaty.
 
OUTSTANDING LOSSES AND SETTLEMENT EXPENSES
 
     Farm and City's reserve information is included in the property and
casualty loss reserve development for 1993.  See "Property and Casualty
Insurance Subsidiaries, Reinsurance Subsidiary and Nonstandard Risk Automobile
Insurance Subsidiary - Outstanding Losses and Settlement Expenses".
 
     For information concerning amounts due the Company from reinsurers for
losses and settlement expenses and prepaid reinsurance premiums and the effect
of reinsurance on premiums written and earned and losses and settlement
expenses incurred, see "Property and Casualty Insurance Subsidiaries,
Reinsurance Subsidiary and Nonstandard Risk Automobile Insurance Subsidiary -
Reinsurance Ceded".
 
COMPETITION
 
     The nonstandard risk marketplace is very competitive.  Policies are
written for relatively short periods of time and insureds continually search
for the most attractive rates.  The number of companies willing to write
nonstandard coverage remained fairly constant during 1993, as did availability
in the standard market.  Nevertheless, Farm and City was able to increase its
market share through competitive pricing.
 
     Demand for nonstandard coverage, which is primarily a result of
availability in the standard market, is expected to remain fairly constant in
1994.  Future premium growth will therefore continue to be dependent upon
competitive pricing and expansion into new markets.
 
BEST'S RATING
 
     The most recent Best's Property Casualty Key Rating Guide gives Farm and
City an A+ (Superior) policyholders' rating.  Best's ratings are based upon
factors of concern to policyholders and insurance agents and are not
necessarily directed toward the protection of investors.
 
PROPERTY AND CASUALTY INSURANCE SUBSIDIARIES, REINSURANCE SUBSIDIARY AND
- ------------------------------------------------------------------------
NONSTANDARD RISK AUTOMOBILE INSURANCE SUBSIDIARY.
- ------------------------------------------------
 
STATUTORY COMBINED RATIOS
 
     The following table sets forth the Company's subsidiaries' statutory
combined ratios and the property and casualty insurance industry average for
the five years ended December 31, 1993.  The combined ratios below are the sum
of the following: the loss ratio, calculated by dividing losses and settlement
expenses by net premiums earned, and the expense ratio, calculated by dividing
underwriting expenses and policyholder dividends by net premiums written.
                                       12
<PAGE>
     Generally, if the combined ratio is below 100 percent, a company has an
underwriting profit; if it is above 100 percent, a company has an underwriting
loss.
 
                                             Year ended December 31,
                                      --------------------------------------
                                       1993    1992    1991    1990    1989
                                      ------  ------  ------  ------  ------
Property and casualty insurance
      Loss ratio ....................  72.6%   76.1%   76.8%   73.8%   68.1%
      Expense ratio .................  30.9    30.1    30.5    30.8    32.9
                                      ------  ------  ------  ------  ------
        Combined ratio .............. 103.5%  106.2%  107.3%  104.6%  101.0%
                                      ======  ======  ======  ======  ======
Reinsurance
      Loss ratio ....................  77.7%  109.1%   82.9%   92.6%  126.1%
      Expense ratio .................  33.1    34.8    36.6    37.2    37.4
                                      ------  ------  ------  ------  ------
        Combined ratio .............. 110.8%  143.9%  119.5%  129.8%  163.5%
                                      ======  ======  ======  ======  ======
Nonstandard risk automobile insurance
      Loss ratio ....................  94.3%   92.3%   72.4%   77.8%   67.4%
      Expense ratio .................  23.7    23.7    25.2    24.7    29.7
                                      ------  ------  ------  ------  ------
        Combined ratio .............. 118.0%  116.0%   97.6%  102.5%   97.1%
                                      ======  ======  ======  ======  ======
Total insurance operations
      Loss ratio ....................  75.6%   83.4%   77.8%   78.0%   79.3%
      Expense ratio .................  30.7    30.5    31.4    31.5    33.4
                                      ------  ------  ------  ------  ------
        Combined ratio .............. 106.3%  113.9%  109.2%  109.5%  112.7%
                                      ======  ======  ======  ======  ======
Property and casualty insurance
  industry averages (1)
      Loss ratio ....................  81.8%   88.1%   81.2%   82.3%   82.0%
      Expense ratio .................  27.4    27.6    27.7    27.3    27.2
                                      ------  ------  ------  ------  ------
        Combined ratio .............. 109.2%  115.7%  108.9%  109.6%  109.2%
                                      ======  ======  ======  ======  ======
 
(1) As reported by A.M. Best Company.  The ratio for 1993 is an estimate; the
actual combined ratio is not currently available.
                                       13
<PAGE>
REINSURANCE CEDED
 
  The following table presents amounts due to the Company from reinsurers for
losses and settlement expenses and prepaid reinsurance premiums as of December
31, 1993:
 
                                                                    1993
                                           Amount      Percent     Best's
                                        Recoverable    of Total    Rating
                                        -----------    --------    ------
Wisconsin Compensation Rating Bureau .. $ 9,328,318       43.8%      (1)
National Workers' Compensation
  Reinsurance Pool ....................   2,862,700       13.4       (1)
Employers Mutual Casualty Company .....   1,250,209        5.9        A
General Reinsurance Corporation .......   1,074,942        5.0        A++
North Carolina Reinsurance Facility ...     618,930        2.9       (2)
American Re-Insurance Company .........     596,830        2.8        A+
New England Reinsurance Corporation ...     474,113        2.2       (3)
Old Republic Insurance Company ........     442,972        2.1        A+
Minnesota Workers' Compensation
  Reinsurance Association .............     398,992        1.9       (4)
Allstate Insurance Company ............     351,076        1.6        A-
Underwriters at Lloyd's London ........     341,961        1.6       (3)
Other Reinsurers ......................   3,568,547       16.8
                                        -----------    --------
      Total ........................... $21,309,590(5)   100.0%
                                        ===========    ========
 
(1)  Amounts recoverable reflect the property and casualty insurance
     subsidiaries' pool participation percentage of amounts ceded to these
     organizations by Employers Mutual in connection with its role as "service
     carrier".  Under these arrangements, Employers Mutual writes business for
     these organizations on a direct basis and then cedes 100 percent of the
     business to these organizations.  Credit risk associated with these
     amounts is minimal as all companies writing direct business in the states
     that participate in these organizations are responsible for the
     liabilities of such organizations on a pro rata basis.
 
(2)  The amount recoverable reflects the property and casualty insurance
     subsidiaries' pool participation percentage of amounts ceded to this
     organization by the pool members in conjunction with the state run
     assigned risk program ("state fund").  Under this program, all insurers
     writing direct business in the state of North Carolina are required by law
     to write insurance for risks that are not insurable in the normal
     marketplace.  Business written under this program is ceded 100 percent to
     the state fund and each respective company assumes from the state fund its
     share of such business in proportion to its direct writings in the state.
     Credit risk associated with this amount is minimal as all companies
     writing direct business in the state are responsible for the liabilities
     of this organization on a pro rata basis.
 
(3)  Not rated.
                                       14
<PAGE>
(4)  The amount recoverable reflects the property and casualty insurance
     subsidiaries' pool participation percentage of amounts ceded to this
     association by the pool members under a reinsurance contract that provides
     protection for workers' compensation losses in excess of $430,000 per
     occurrence.  Credit risk associated with this amount is minimal as all
     companies writing direct workers' compensation business in the state of
     Minnesota are responsible for the liabilities of this association on a pro
     rata basis.
 
(5)  The total amount at December 31, 1993 represented $1,234,983 in paid
     losses and settlement expenses recoverable, $17,242,423 in unpaid losses
     and settlement expenses recoverable and $2,832,184 in unearned premiums
     recoverable.
 
     The effect of reinsurance on premiums written and earned and losses and
settlement expenses incurred for the years ended December 31, 1993, 1992 and
1991 is presented below.  Amounts for the year ended December 31, 1993 reflect
(1) the change in the property and casualty insurance subsidiaries' pooling
agreement whereby effective January 1, 1993, the voluntary assumed reinsurance
business written by Employers Mutual is no longer subject to cession to the
pool members and (2) the change in the reinsurance subsidiary's quota share
agreement whereby effective January 1, 1993 losses in excess of $1,000,000 per
event are retained by Employers Mutual and the reinsurance subsidiary therefore
no longer purchases catastrophe protection.  (See notes 2 and 3 of Notes to
Consolidated Financial Statements under Item 8 of this Form 10-K).
 
                                              Year ended December 31,
                                     ----------------------------------------
                                         1993          1992          1991
                                     ------------  ------------  ------------
Premiums written:
    Direct ........................  $135,277,129  $138,829,576  $139,292,883
    Assumed from nonaffiliates ....     6,636,942    16,467,613     9,477,850
    Assumed from affiliates .......   147,620,705   150,070,741   108,847,230
    Ceded to nonaffiliates ........   (10,701,482)  (17,721,207)  (11,113,238)
    Ceded to affiliates ...........  (120,898,914) (129,826,840) (130,675,014)
                                     ------------  ------------  ------------
       Net premiums written .......  $157,934,380  $157,819,883  $115,829,711
                                     ============  ============  ============
 
Premiums earned:
    Direct ........................  $137,141,457  $142,391,771  $134,675,865
    Assumed from nonaffiliates ....     6,758,364    14,980,642     9,056,890
    Assumed from affiliates .......   148,366,487   140,442,245   106,783,050
    Ceded to nonaffiliates ........   (11,507,217)  (16,775,394)  (11,051,459)
    Ceded to affiliates ...........  (124,321,553) (133,628,977) (126,045,108)
                                     ------------  ------------  ------------
       Net premiums earned ........  $156,437,538  $147,410,287  $113,419,238
                                     ============  ============  ============
 
Losses and settlement expenses
  incurred:
    Direct ........................  $ 97,842,980  $112,579,261  $101,910,680
    Assumed from nonaffiliates ....     6,575,099    17,415,319     8,671,495
    Assumed from affiliates .......   107,369,274   114,359,445    77,845,953
    Ceded to nonaffiliates ........    (5,845,414)  (16,862,082)   (4,735,272)
    Ceded to affiliates ...........   (85,586,640) (105,404,110)  (95,587,937)
                                     ------------  ------------  ------------
       Net losses and settlement
         expenses incurred ........  $120,355,299  $122,087,833  $ 88,104,919
                                     ============  ============  ============
                                       15
<PAGE>
OUTSTANDING LOSSES AND SETTLEMENT EXPENSES
 
     The Company maintains reserves for losses and settlement expenses with
respect to both reported and unreported claims.  The amount of reserves for
reported claims is primarily based upon a case-by-case evaluation of the
specific type of claim, knowledge of the circumstances surrounding each claim
and the policy provisions relating to the type of loss.  Reserves on assumed
business are the amounts reported by the ceding company.
 
     The amount of reserves for unreported claims is determined on the basis
of statistical information for each line of insurance with respect to the
probable number and nature of claims arising from occurrences which have not
yet been reported.  Established reserves are closely monitored and are
frequently recomputed using a variety of formulas and statistical techniques
for analyzing current actual claim cost, frequency data and other economic and
social factors.
 
     The Company does not discount reserves.  Inflation is implicitly provided
for in the reserving function through analysis of cost trends, reviews of
historical reserving results and projections of future economic conditions.
Large ($25,000 and over) incurred and reported gross reserves are reviewed
regularly for adequacy.  In addition, long-term and lifetime medical claims are
periodically reviewed for cost trends and the applicable reserves are
appropriately revised.
 
     Loss reserves are estimates at a given time of what the insurer expects
to pay on incurred losses, based on facts and circumstances then known.
During the loss settlement period, which may be many years, additional facts
regarding individual claims become known, and accordingly, it often becomes
necessary to refine and adjust the estimates of liability on a claim.
 
     Settlement expense reserves are intended to cover the ultimate cost
of investigating claims and defending lawsuits arising from claims.  These
reserves are established each year based on previous years' experience to
project the ultimate cost of settlement expenses.  To the extent that
adjustments are required to be made in the amount of outstanding loss reserves
each year, settlement expense reserves are correspondingly revised.
 
     Despite the inherent uncertainties of estimating insurance company loss
and settlement expense reserves, management believes that the Company's
reserves are being calculated in accordance with sound actuarial practices and,
based upon current information, that the Company's reserves for losses and
settlement expenses at December 31, 1993 are adequate.
 
     Over the past several years, the Company's financial results have been
affected by losses associated with environmental exposures.  The Company's
environmental claims activity is predominately from hazardous waste and
pollution-related claims.  The parties to the pooling agreement have not
written primary coverage for the major oil or chemical companies; the greatest
exposure arises out of commercial general liability and umbrella policies
issued to municipalities during the 1970s which allegedly cover contamination
emanating from closed landfills.  The remaining exposure is from claims from
small regional operations or local businesses involved with disposing wastes at
dump sites or having pollution on their own property due to hazardous material
use or leaking underground storage tanks.  These insureds include small
manufacturing operations, tool makers, automobile dealerships, contractors,
gasoline stations and real estate developers.
                                       16
<PAGE>
     Prior to July 1, 1993, the Company's reinsurance subsidiary assumed
reinsurance business that included environmental exposures from a casualty pool
that is in a run-off position.  Effective June 30, 1993, Employers Mutual
commuted the portion of the quota share agreement that pertains to this pool.
As a result of this commutation, the Company's environmental reserves decreased
$502,818 on June 30, 1993.  Environmental losses associated with this pool
totaled $197,859, $161,693 and $152,384 in 1993, 1992 and 1991, respectively.
 
     The following table presents selected data on environmental losses and
settlement expenses incurred and reserves outstanding for the Company:
 
                                                   Year Ended December 31,
                                              --------------------------------
                                                 1993       1992       1991
                                              ---------- ---------- ----------
Total losses incurred ....................... $  485,197 $  563,652 $  304,833
Total settlement expenses incurred ..........     85,282     43,845     82,345
                                              ---------- ---------- ----------
  Total losses and settlement expenses
    incurred ................................ $  570,479 $  607,497 $  387,178
                                              ========== ========== ==========
 
Loss reserves ............................... $  676,511 $  873,292 $  676,398
Settlement expense reserves .................    235,426    197,808    173,274
                                              ---------- ---------- ----------
  Total loss and settlement expense reserves  $  911,937 $1,071,100 $  849,672
                                              ========== ========== ==========
 
Number of outstanding claims ................         63         74         78
                                              ========== ========== ==========
 
 
     Estimating environmental reserves is one of the most difficult aspects of
the reserving process.  The legal definition of environmental damage is still
evolving, the assignment of responsibility varies widely by state, defense
costs are often much greater than the claim costs and claims often emerge long
after the policy has expired, making assignment of damages to the time period
covered by a particular policy difficult.  Management periodically reviews the
adequacy of environmental reserves as part of the reserve review process and
believes that the stated reserves are adequate.
 
     The Company has two policyholders which have filed claims at three
separate sites in connection with the transportation of hazardous waste to
landfills.  Included in the above table at December 31, 1993 are five pollution
sites which involve multiple claims as follows:
 
                                                   Number
                   Pollution site                of claims
                   --------------                ---------
              Closed landfill ...................    4
              Closed landfill ...................    2
              Oil recycling facility ............    2
              Battery reclamation site ..........    2
              Battery reclamation site ..........    2
 
 
     Pollution coverage is being disputed in 40 of the 63 claims which were
outstanding at December 31, 1993.  Coverage is disputed in all claims involving
the removal of underground storage tanks or the clean up of (i) underground
storage tank sites, (ii) landfills based on ownership of the landfill or the
generation of waste disposed of at landfills or (iii) insured property.
                                       17
<PAGE>
     Pollution coverage is not being disputed in the remaining 23 claims which
were outstanding as of December 31, 1993.  These claims are the result of
petroleum misdeliveries or spills where coverage has been accepted under a
commercial automobile policy that had an applicable endorsement.
 
     The Company has 39 bodily injury claims involving asbestosis as of
December 31, 1993.  In each case, a former insured has been named as one of
multiple defendants covering exposure over many years.  The Company has not
paid any defense costs or loss payments and there is no evidence of injury as a
result of exposure to the Company's insured's products during the policy
periods.
 
     Prior to July 1, 1993, the Company's reinsurance subsidiary assumed
reinsurance business that included asbestosis related exposures from a casualty
pool that is in a run-off position.  Effective June 30, 1993, Employers Mutual
commuted the portion of the quota share agreement that pertains to this pool.
As a result of this commutation, the Company's asbestosis related reserves
decreased $1,037,738 on June 30, 1993.  Asbestosis related losses associated
with this pool totaled $226,470, $330,653 and $292,478 in 1993, 1992 and 1991,
respectively.
 
     The following table presents selected data on asbestosis related losses
and settlement expenses incurred and reserves outstanding for the Company:
 
                                                   Year Ended December 31,
                                              --------------------------------
                                                 1993       1992       1991
                                              ---------- ---------- ----------
Total losses incurred ....................... $  198,267 $  347,764 $  262,575
Total settlement expenses incurred ..........     (3,299)     7,995     (5,690)
                                              ---------- ---------- ----------
  Total losses and settlement expenses
    incurred ................................ $  194,968 $  355,759 $  256,885
                                              ========== ========== ==========
 
Loss reserves ............................... $   49,161 $  982,197 $  646,022
Settlement expense reserves .................     16,616     20,966     11,767
                                              ---------- ---------- ----------
  Total loss and settlement expense reserves  $   65,777 $1,003,163 $  657,789
                                              ========== ========== ==========
 
Number of outstanding claims ................         39         44         44
                                              ========== ========== ==========
                                       18
<PAGE>
     The following table sets forth a reconciliation of beginning and ending
reserves for losses and settlement expenses of the property and casualty
insurance subsidiaries, the reinsurance subsidiary and the nonstandard risk
automobile insurance subsidiary.  Amounts presented are on a net basis, with a
reconciliation of beginning and ending reserves to the gross amounts presented
in the consolidated financial statements in accordance with SFAS 113.  (See
note 1 of Notes to Consolidated Financial Statements.)
 
                                             Year ended December 31,
                                     ----------------------------------------
                                         1993          1992          1991
                                     ------------  ------------  ------------
Gross reserves for losses and
  settlement expenses, beginning
  of year .......................... $215,388,865  $158,814,130  $151,242,287
 
Ceded reserves for losses and
  settlement expenses, beginning
  of year ..........................   25,253,507    13,951,033    16,484,739
                                     ------------  ------------  ------------
Net reserves for losses and
  settlement expenses, beginning
  of year ..........................  190,135,358   144,863,097   134,757,548
                                     ------------  ------------  ------------
Incurred losses and
   settlement expenses:
- -------------------------
Provision for insured events
  of the current year ..............  119,896,526   116,615,951    83,477,534
 
Increase in provision for
  insured events of prior years ....      458,773     5,471,882     4,627,385
                                     ------------  ------------  ------------
        Total incurred losses and
          settlement expenses ...... $120,355,299  $122,087,833  $ 88,104,919
                                     ------------  ------------  ------------
                                      19
<PAGE>
                                             Year ended December 31,
                                     ----------------------------------------
                                         1993          1992          1991
                                     ------------  ------------  ------------
Payments:
- ---------
Losses and settlement expenses
  attributable to insured events
  of the current year .............. $ 47,600,851  $ 46,436,360  $ 35,398,095
 
Losses and settlement expenses
  attributable to insured events
  of prior years ...................   45,508,460    53,810,715    42,601,275
 
Adjustment to beginning reserves
  due to the change in the
  property and casualty insurance
  subsidiaries' pooling agreement ..    4,373,629   (23,431,503)            -
 
Adjustment to reserves due to the
  commutation of two reinsurance
  contracts under the reinsurance
  subsidiary's quota share agreement   21,904,001             -             -
 
Adjustment to reserves due to the
  gross-up of amounts associated
  with the National Workers'
  Compensation Reinsurance Pool ....   11,436,543             -             -
                                     ------------  ------------  ------------
       Total payments ..............  130,823,484    76,815,572    77,999,370
                                     ------------  ------------  ------------
Net reserves for losses and
  settlement expenses, end of year    179,667,173   190,135,358   144,863,097
 
Ceded reserves for losses and
  settlement expenses, end of year     17,454,679    25,253,507    13,951,033
                                     ------------  ------------  ------------
Gross reserves for losses and
  settlement expenses, end of year   $197,121,852  $215,388,865  $158,814,130
                                     ============  ============  ============
                                       20
<PAGE>
 
     The following table shows the calendar year development of the unpaid loss
and settlement expense reserves of the property and casualty insurance
subsidiaries, the reinsurance subsidiary and the nonstandard risk automobile
insurance subsidiary (beginning in 1984).  Amounts presented are on a net basis
with (i) a reconciliation of the net loss and settlement expense reserves at
the end of 1992 and 1993 to the gross amounts presented in the consolidated
financial statements in accordance with SFAS 113 and (ii) disclosure of the
gross re-estimated loss and settlement expense reserves as of the end of 1993
and the related re-estimated reinsurance receivables.
 
     Reflected in this table is (1) the increase in the reinsurance
subsidiary's quota share assumption of Employers Mutual's assumed reinsurance
business from 50 percent in 1983 to 75 percent in 1984 and 95 percent in 1988,
(2) the increase in the property and casualty insurance subsidiaries'
collective participation in the pool from 17 percent to 22 percent in 1992, (3)
the change in the pooling agreement whereby effective January 1, 1993 the
voluntary reinsurance business written by Employers Mutual is no longer subject
to cession to the pool members, and (4) the commutation of two reinsurance
contracts under the reinsurance subsidiary's quota share agreement in 1993.  In
addition, prior year amounts have been restated to reflect the gross-up of
reserve amounts associated with the National Workers' Compensation Reinsurance
Pool.
 
     In evaluating the table, it should be noted that each cumulative
redundancy (deficiency) amount includes the effects of all changes in reserves
for prior periods.  Conditions and trends that have affected development of the
liability in the past, such as the time lag in the reporting of assumed
reinsurance business and the high rate of inflation associated with medical
services and supplies, may not necessarily occur in the future.  Accordingly,
it may not be appropriate to project future development of reserves based on
this table.
                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                  -------------------------------------------------------------------------------------------------
(Dollars in thousands)             1983     1984     1985     1986     1987     1988     1989     1990     1991     1992     1993
                                  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                              <C>       <C>      <C>       <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>
STATUTORY RESERVES FOR LOSSES
  AND SETTLEMENT EXPENSES ...... $ 57,001   71,775   67,921   90,357  109,088  121,667  127,870  131,623  139,317  180,797  181,471
 
NATIONAL WORKERS' COMPENSATION
  REINSURANCE POOL
  RECLASSIFICATION .............    1,007      949    1,028    1,561    2,378    2,911    3,855    4,338    6,830   11,364        -




STATUTORY RESERVES AFTER
  RECLASSIFICATION .............   58,008   72,724   68,949   91,918  111,466  124,578  131,725  135,961  146,147  192,161  181,471




GAAP ADJUSTMENTS:
  SALVAGE AND SUBROGATION ......     (880)    (950)  (1,130)  (1,000)    (930)    (930)    (930)  (1,203)  (1,284)  (2,026)  (1,804)




RESERVES FOR LOSSES AND
  SETTLEMENT EXPENSES ..........   57,128   71,774   67,819   90,918  110,536  123,648  130,795  134,758  144,863  190,135  179,667




PAID (CUMULATIVE) AS OF:
  One year later ...............   13,638   34,055   27,040   25,874   23,805   34,648   42,357   42,601   30,379   77,589        -
  Two years later ..............   31,594   47,026   41,667   36,199   44,662   57,511   65,965   58,242   78,096        -        -
  Three years later ............   37,840   56,283   48,477   52,014   61,052   72,121   76,356   95,154        -        -        -
  Four years later .............   42,902   59,882   59,885   63,902   71,550   79,092  106,432        -        -        -        -
  Five years later .............   45,297   68,147   69,214   71,859   77,230  105,513        -        -        -        -        -
  Six years later ..............   51,510   72,860   75,371   76,748  101,714        -        -        -        -        -        -
  Seven years later ............   54,236   76,570   79,141   97,533        -        -        -        -        -        -        -
  Eight years later ............   56,316   78,102   96,470        -        -        -        -        -        -        -        -
  Nine years later .............   56,892   88,952        -        -        -        -        -        -        -        -        -
  Ten years later ..............   62,426        -        -        -        -        -        -        -        -        -        -




RESERVES REESTIMATED AS OF:
  End of year ..................   57,128   71,774   67,819   90,918  110,536  123,648  130,795  134,758  144,863  190,135  179,667
  One year later ...............   57,343   73,823   80,888   98,127  109,099  123,628  134,453  139,385  150,335  190,594        -
  Two years later ..............   56,084   79,445   91,452   97,465  111,212  124,011  136,972  140,764  147,388        -        -
  Three years later ............   58,584   85,566   91,927  100,437  113,588  125,957  136,902  139,421        -        -        -
  Four years later .............   61,737   86,460   95,199  104,024  116,995  127,964  137,510        -        -        -        -
  Five years later .............   62,327   88,958   99,649  107,784  119,332  128,434        -        -        -        -        -
  Six years later ..............   64,442   92,681  103,157  110,961  120,147        -        -        -        -        -        -
  Seven years later ............   66,715   95,051  106,671  111,988        -        -        -        -        -        -        -
  Eight years later ............   67,694   97,294  107,681        -        -        -        -        -        -        -        -
  Nine years later .............   68,417   97,799        -        -        -        -        -        -        -        -        -
  Ten years later ..............   68,684        -        -        -        -        -        -        -        -        -        -




CUMULATIVE REDUNDANCY
  (DEFICIENCY) ................. $(11,556) (26,025) (39,862) (21,070)  (9,611)  (4,786)  (6,715)  (4,663)  (2,525)    (459)       -
                                  =================================================================================================




GROSS LOSS AND SETTLEMENT EXPENSE RESERVES - END OF YEAR ........................................................ $215,389  197,122
REINSURANCE RECEIVABLES .........................................................................................   25,254   17,455
                                                                                                                  -----------------
NET LOSS AND SETTLEMENT EXPENSE RESERVES - END OF YEAR .......................................................... $190,135  179,667
                                                                                                                  =================
GROSS RE-ESTIMATED RESERVES - LATEST ............................................................................ $214,997  197,122
RE-ESTIMATED REINSURANCE RECEIVABLES - LATEST ...................................................................   24,403   17,455
                                                                                                                  -----------------
NET RE-ESTIMATED RESERVES - LATEST .............................................................................. $190,594  179,667
                                                                                                                  =================
GROSS CUMULATIVE REDUNDANCY (DEFICIENCY) ........................................................................ $    392        -
                                                                                                                  ==================
</TABLE>
                                       22
<PAGE>
     The increase in reserves for losses and settlement expenses for prior year
claims was $5,472,000 in 1992 and $459,000 in 1993.  The large increase in 1992
primarily relates to a strengthening of workers' compensation reserves in the
property and casualty insurance subsidiaries, a time lag in the reporting of
assumed reinsurance business in the reinsurance subsidiary and a strengthening
of reserves in the nonstandard risk automobile insurance subsidiary.  The
increase in 1993 is primarily related to development on reserves associated
with Hurricane Andrew in the reinsurance subsidiary.  Additional strengthening
of workers' compensation reserves in the property and casualty insurance
subsidiaries was offset by savings in the products liability line of business.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations".
 
     Time lags in the reporting of assumed reinsurance business do not have a
material affect on the income of the Company since the premium income
associated with this business is recorded at the same time the losses are
recorded.  However, management recognizes the financial reporting problems
associated with such time lags and procedures are now in place to monitor the
reporting of assumed reinsurance business and to record estimates for the time
periods not yet reported.
 
EXCESS AND SURPLUS LINES INSURANCE AGENCY
- -----------------------------------------
 
     Underwriters, Ltd. is an excess and surplus lines insurance agency
providing brokerage and underwriting facilities.
 
     Underwriters, Ltd. was acquired by the Company in January of 1985.
Incorporated in 1974, Underwriters, Ltd. provides access to the excess and
surplus lines markets through independent agents and managing general agents.
Underwriters, Ltd. also functions as managing underwriter for such lines for
several of the pool members and represents several major excess and surplus
lines companies, including Lloyds of London.  Lines of insurance handled range
from relatively straight forward property and casualty insurance to the more
exotic hole-in-one, kidnap and ransom, ocean marine, aircraft and professional
liability lines.  Income is derived from fees and commissions and not from
underwriting the risk.
 
INVESTMENTS
- -----------
 
     Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards No. 115 (SFAS 115) "Accounting for Certain Investments in
Debt and Equity Securities."  SFAS 115 requires that investments in all debt
securities and those equity securities with readily determinable market values
be classified into one of three categories: held-to-maturity, trading or
available-for-sale.  Classification of investments is based upon management's
current intent.  Debt securities that management has the intent and ability to
hold until maturity are classified as securities held-to-maturity and are
carried at amortized cost.  Unrealized holding gains and losses on securities
held-to-maturity are not reflected in the consolidated financial statements.
Debt and equity securities that are purchased for short-term resale are
classified as trading securities.  Trading securities are carried at market
value, with unrealized holding gains and losses included in earnings.  All
other debt and equity securities not included in the above two categories are
classified as securities available-for-sale.  Securities available-for-sale are
carried at market value, with unrealized holding gains and losses reported as a
separate component of stockholders' equity, net of tax.
                                       23
<PAGE>
     At December 31, 1993, the Company did not have any investments categorized
as trading securities.  Adoption of this statement had no effect on the income
of the Company.  Unrealized holding gains associated with fixed maturity
securities available-for-sale increased stockholders' equity by $2,068,451, net
of deferred income taxes of $1,065,565.
 
     Prior to December 31, 1993, investments in fixed maturities were carried
at amortized cost, equity securities were carried at market value and short-
term investments were carried at cost.  Changes in the unrealized holding gains
and losses resulting from the revaluation of equity securities were reported as
direct increases and decreases in stockholders' equity.  Unrealized holding
gains and losses on fixed maturities and short-term investments were not
recognized in the consolidated financial statements.
 
     The assets of the property and casualty insurance subsidiaries, the
reinsurance subsidiary and the nonstandard risk automobile insurance subsidiary
are primarily invested in government bonds.  At December 31, 1993,
approximately 89 percent of the Company's fixed maturity bonds were invested in
government backed securities.  Investments in bonds categorized as held-to-
maturity are purchased with the intent of being held to maturity.  A variety of
maturities are maintained in the Company's portfolio to assure adequate
liquidity.  The maturity structure of bond investments is also established by
the relative attractiveness of yields on short, intermediate, and long-term
bonds.  The Company does not invest in any high-yield debt investments
(commonly referred to as junk bonds).
 
     Investments of the Company's insurance subsidiaries are subject to the
insurance laws of the state of their incorporation.  These laws prescribe the
kind, quality and concentration of investments which may be made by insurance
companies.  In general, these laws permit investments, within specified limits
and subject to certain qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common stocks and real estate
mortgages.  The Company believes it is in compliance with these laws.  Failure
to comply could result in administrative supervision.
 
     A committee of the National Association of Insurance Commissioners (NAIC)
is developing model legislation to govern insurance company investments.  A
discussion draft was released at the September 1993 NAIC meeting to which the
industry is in the process of responding.  Management believes that if the
discussion draft were adopted without modification it would not have a material
impact on the Company.  The model law is not scheduled for adoption by the NAIC
until September, 1994.
 
     The investments of the Company are supervised by an investment committee
of the Board of Directors of the Company, which includes one individual who is
an officer of the Company.  The bond portfolios for each of the subsidiaries
are managed by an internal staff which is composed of employees of Employers
Mutual.
 
     Investment expenses are based on actual expenses incurred by each of the
Company's subsidiaries plus an allocation of other investment expenses incurred
by Employers Mutual, which is based on a weighted average of total assets and
investment transactions of each subsidiary.
                                       24
<PAGE>
     The following table shows the composition of the Company's investment
portfolio (at amortized cost), by type of security, as of December 31, 1993.
In the Company's consolidated financial statements, securities held-to-maturity
are carried at amortized cost; securities available-for-sale are carried at
market value.
 
                                                        Amortized
                                                           Cost      Percent
                                                       ------------  -------
Securities held-to-maturity:
    United States government agencies and authorities  $109,895,914    36.4%
    States and political subdivisions ................   18,374,003     6.1
    Foreign governments ..............................      587,060      .2
    Public utilities .................................    8,813,202     2.9
    Corporate securities .............................   17,050,988     5.7
    Mortgage-backed securities .......................   36,289,456    12.0
                                                       ------------  -------
      Total fixed maturity securities held-to-maturity  191,010,623    63.3
                                                       ------------  -------
Securities available-for-sale:
    States and political subdivisions ................   58,431,008    19.4
    Short-term investments ...........................   51,029,615    16.9
    Other debt securities ............................      486,941      .2
                                                       ------------  -------
      Total fixed maturity securities
        available-for-sale ...........................  109,947,564    36.5
                                                       ------------  -------
    Equity securities available-for-sale .............      505,000      .2
                                                       ------------  -------
          Total investments .......................... $301,463,187   100.0%
                                                       ============  =======
 
     The following table shows the composition of the Company's investment
portfolio (at amortized cost), by type of security, as of December 31, 1992.
In the Company's consolidated financial statements, fixed maturities are
carried at amortized cost, equity securities are carried at market value and
short-term investments are carried at cost.
 
                                                        Amortized
                                                           Cost      Percent
                                                       ------------  -------
Fixed maturity securities held-to-maturity:
    United States government agencies and authorities  $144,419,244    46.4%
    States and political subdivisions ................   51,188,090    16.4
    Debt securities issued by foreign governments ....      590,502      .2
    Public utilities .................................    9,693,693     3.1
    Corporate securities .............................   16,560,387     5.3
    Mortgage-backed securities .......................   26,983,821     8.7
    Other debt securities ............................    1,117,121      .4
                                                       ------------  -------
      Total fixed maturity securities held-to-maturity  250,552,858    80.5
                                                       ------------  -------
Equity securities available-for-sale .................    1,560,000      .5
                                                       ------------  -------
Short-term investments ...............................   59,198,070    19.0
                                                       ------------  -------
          Total investments .......................... $311,310,928   100.0%
                                                       ============  =======
                                       25
<PAGE>
     Fixed maturity investments held by the Company generally have an
investment quality rating of "A" or better by independent rating agencies.  The
following table shows the composition of the Company's fixed maturity
investments, by rating, as of December 31, 1993.  Securities held-to-maturity
are carried at amortized cost; securities available-for-sale are carried at
market value.
 
                                  Securities               Securities
                               held-to-maturity        available-for-sale
                            ---------------------    ---------------------
                               Amount     Percent       Amount     Percent
                            ------------  -------    ------------  -------
Rating(1)
  Aaa ..................... $153,843,269    80.5%    $ 60,876,041     53.8%
  Aa ......................    6,221,433     3.3       36,855,004     32.6
  A .......................   24,733,496    12.9       15,350,535     13.6
  Baa .....................    5,714,089     3.0                -        -
  Ba ......................      498,336      .3                -        -
                            ------------  -------    ------------  -------
    Total fixed maturities  $191,010,623   100.0%    $113,081,580   100.0%
                            ============  =======    ============  =======
 
(1)  Ratings for preferred stocks and fixed maturity securities with initial
     maturities greater than one year are assigned by Moody's Investor's
     Services, Inc.  Moody's rating process seeks to evaluate the quality of a
     security by examining the factors that affect returns to investors.
     Moody's ratings are based on quantitative and qualitative factors, as well
     as the economic, social and political environment in which the issuing
     entity exists.  The quantitative factors include debt coverage, sales and
     income growth, cash flows and liquidity ratios.  Qualitative factors
     include management quality, access to capital markets and the quality of
     earnings and balance sheet items.  Ratings for securities with initial
     maturities less than one year are based on an evaluation of the underlying
     assets or the credit rating of the issuer's parent company.
 
     The amortized cost and estimated market value of fixed maturity securities
held-to-maturity and available-for-sale at December 31, 1993, by contractual
maturity, are shown below.  Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.
 
                                                                Estimated
                                                Amortized         Market
                                                  Cost            Value
                                              ------------    ------------
Fixed maturity securities held-to-maturity:
  Due in one year or less ................... $ 14,613,909    $ 14,887,469
  Due after one year through five years .....   55,951,990      61,054,939
  Due after five years through ten years ....   73,944,312      80,286,921
  Due after ten years .......................   10,210,956      11,582,035
  Mortgage-backed securities ................   36,289,456      38,494,233
                                              ------------    ------------
    Totals .................................. $191,010,623    $206,305,597
                                              ============    ============
 
Fixed maturity securities available-for-sale:
  Due in one year or less ................... $ 51,429,559    $ 51,599,338
  Due after one year through five years .....   10,168,440      10,476,611
  Due after five years through ten years ....   31,194,883      33,453,428
  Due after ten years .......................   17,154,682      17,552,203
                                              ------------    ------------
    Totals .................................. $109,947,564    $113,081,580
                                              ============    ============
                                       26
<PAGE>
     The mortgage-backed securities shown on the above table include
$14,616,836 of securities issued by government corporations and agencies and
$21,672,620 of collateralized mortgage obligations ("CMOs").  CMOs are
securities backed by mortgages on real estate which come due at various times.
The Company has attempted to minimize the prepayment risks associated with
mortgage-backed securities by not investing in "principal only" and "interest
only" CMOs.  The CMOs that the Company has invested in are designed to reduce
the risk of prepayment by providing predictable principal payment schedules
within a designated range of prepayments.  Investment yields may vary from
those anticipated due to changes in prepayment patterns of the underlying
collateral.
 
     Investment results of the Company for the periods indicated are shown in
the following table:
 
                                              Year Ended December 31,
                                     ----------------------------------------
                                         1993          1992          1991
                                     ------------  ------------  ------------
Average invested assets (1) ........ $306,387,058  $288,433,650  $252,909,481
Investment income (2) ..............   20,779,951    21,539,597    20,201,993
Average yield ......................         6.78%         7.47%         7.99%
Realized investment gains .......... $    684,445  $    384,283  $     64,418
 
(1) Average of the aggregate invested amounts (amortized cost) at the beginning
      and end of the year.
 
(2) Investment income is net of investment expenses and does not include
      realized gains or provision for income taxes.
 
EMPLOYEES
- ---------
 
     EMC Insurance Group Inc. has no full-time employees, although
approximately 12 employees of Employers Mutual perform administrative duties on
a part-time basis.  Otherwise, the Company's business activities are conducted
by employees of Employers Mutual, Farm and City, and Illinois EMCASCO, which
have 1,486 (plus 30 part-time), 14 (plus 1 part-time), and 60 (plus 1 part
time) employees, respectively.  Dakota Fire, EMCASCO, EMC Re and Underwriters,
Ltd. have no employees of their own; they transact business through Employers
Mutual and Illinois EMCASCO employees.  The property and casualty insurance
subsidiaries share the costs associated with the pooling agreement in
accordance with their pool participation percentages.  See "Property and
Casualty Insurance  -- Pooling Agreement" and "Property and Casualty Insurance
- -- Services Provided by Employers Mutual".
 
REGULATION
- ----------
 
     The Company's insurance subsidiaries are subject to extensive regulation
and supervision by their home states, as well as those in which they do
business.  The purpose of such regulation and supervision is primarily to
provide safeguards for policyholders rather than to protect the interests of
stockholders.  The insurance laws of the various states establish regulatory
agencies with broad administrative powers, including the power to grant or
revoke operating licenses and to regulate trade practices, investments, premium
rates, deposits of securities, the form and content of financial statements and
insurance policies, accounting practices and the maintenance of specified
reserves and capital for the protection of policyholders.
                                       27
<PAGE>
     Premium rate regulation varies greatly among jurisdictions and lines of
insurance.  In most states in which the Company's subsidiaries write insurance,
premium rates for their lines of insurance are subject to either prior approval
or limited review upon implementation.  States require rates for property and
casualty insurance that are adequate, not excessive, and not unfairly
discriminatory.
 
     The Company's insurance subsidiaries are required to file detailed annual
reports with the appropriate regulatory agency in each state where they do
business based on applicable statutory regulations, which differ from generally
accepted accounting principles.  Their businesses and accounts are subject to
examination by such agencies at any time.  Since EMC Insurance Group Inc. and
Employers Mutual are domiciled in Iowa, the State of Iowa exercises principal
regulatory supervision, and Iowa law requires periodic examination.  The
Company's subsidiaries are subject to examination by state insurance
departments on a periodic basis as applicable law requires.
 
     State laws governing insurance holding companies also impose standards on
certain transactions with related companies, which include, among other
requirements, that all transactions be fair and reasonable and that an
insurer's surplus as regards policyholders be reasonable and adequate in
relation to its liabilities.  Under Iowa law, dividends or distributions made
by registered insurers are restricted in amount and may be subject to approval
from the Iowa Commissioner of Insurance.  "Extraordinary" dividends or
distributions are subject to prior approval and are defined as dividends or
distributions which exceed the greater of 10 percent of statutory surplus as
regards policyholders as of the preceding December 31, or net income of the
preceding calendar on a statutory basis.  Both Illinois and North Dakota impose
restrictions which are similar to those of Iowa on the payment of extraordinary
dividends and restrictions.  At December 31, 1993, $10,113,818 was available
for distribution in 1994 to EMC Insurance Group Inc. without prior approval.
See note 8 of Notes to Consolidated Financial Statements under Item 8 of this
Form 10-K.
 
     Under the insurance laws of all states in which the Company's insurance
subsidiaries and Employers Mutual operate, insurers can be assessed up to
prescribed limits for policyholder losses occasioned by the insolvency or
liquidation of other insurance companies.  Under these laws, the extent of any
future assessments against the Company is uncertain.  Most laws do provide,
however, that an assessment may be excused or deferred if it would threaten a
solvent insurer's financial strength.  Such assessments totaled $86,200,
$132,996 and $41,736 in 1993, 1992 and 1991, respectively.
 
     The NAIC has recently adopted certain risk-based capital standards for
property and casualty insurance companies which will be implemented in 1994.
Risk-based capital requirements attempt to measure minimum statutory capital
needs based upon the risks in a company's mix of products and investment
portfolio.  The formula has been designed to help state regulators assess
capital adequacy of insurance companies and identify property/casualty insurers
that are in (or are perceived as approaching) financial difficulty by
establishing minimum capital needs based upon the risks applicable to the
operations of the individual insurer.  The formula takes into consideration
industry performance and individual insurer financial characteristics by
examining a number of financial criteria to test its perceived levels of risk
against assets available to bear such risks.
                                       28
<PAGE>
     The model act adopted by the NAIC provides a minimum level of capital at
which a State Commissioner of Insurance may act to place an insurer under
certain restraints or in the worst case, to place an insurer under his or her
control.  These risk-based capital rules are a quantitative measurement
technique which purport to quantify the minimum amount of capital necessary to
match the degree of financial risk.  It is a method for specifying how much
minimum capital an insurer must have, based on the risks it has assumed, to
assure that it maintains an acceptably low probability of financial impairment.
 
     The risk-based capital requirements for property and casualty insurance
companies will measure three major areas of risk facing property and casualty
insurers: asset risk, credit risk and underwriting risk.  Companies having less
statutory surplus than required by the risk-based capital requirements are
subject to varying degrees of regulatory scrutiny and intervention, depending
on the severity of the inadequacy.  The Company's insurance subsidiaries' ratio
of total adjusted capital to risk-based capital at December 31, 1993 is well in
excess of the level which would prompt regulatory action.
 
ITEM 2.  PROPERTIES.
- -------  -----------
     Lease costs of the Company's two office facilities in West Des Moines,
Iowa total approximately $71,000 and $31,000 annually.  These leases expire
March 31, 1998 and November 30, 1995, respectively.
 
     Lease costs of the Company's office facilities in Oak Brook, Illinois, and
Bismarck, North Dakota, which total approximately $187,000 and $137,000
annually, are included as expenses under the pooling agreement.  See note 2 of
Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
 
     Expenses of office facilities owned by Employers Mutual are borne by the
parties to the pooling agreement, less the rent received from the space used
and paid for by non-insurance subsidiaries and outside tenants.  Expenses
totaling $1,784,868, $1,699,591 and $1,457,824 for the three years ended
December 31, 1993, 1992 and 1991, respectively, were charged to the pool in
connection with the rental of 130,433 and 63,450 square feet located in Des
Moines and Ames, Iowa, respectively.
 
ITEM 3.  LEGAL PROCEEDINGS.
- -------  ------------------
 
     The Company and Employers Mutual and its other subsidiaries are parties to
numerous lawsuits arising in the normal course of the insurance business.  The
Company believes that the resolution of these lawsuits will not have a material
adverse effect on its financial condition or its results of operations.  The
companies involved have reserves which are believed adequate to cover any
potential liabilities arising out of all such pending or threatened
proceedings.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- -------  ----------------------------------------------------
 
     None.
                                       29
<PAGE>
                                   PART II
                                   -------
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- -------  -------------------------------------------------
         STOCKHOLDER MATTERS.
         --------------------
 
     The Company's common stock is traded on the NASDAQ National Market System
under the symbol EMCI.
 
     The following table shows the range of high and low bid quotations and
dividends paid for each quarter within the two most recent years.
 
 
                            1993                           1992
                 ----------------------------  ----------------------------
                   High      Low    Dividends    High      Low    Dividends
                 -------  -------   ---------  -------  -------   ---------
1st Quarter      $10 3/4  $ 8         $.13     $10 1/4  $ 8 3/4     $.13
2nd Quarter       11 1/4    9 1/2      .13      10 1/2    9 1/4      .13
3rd Quarter       10 1/4    9 1/4      .13       9 3/4    8          .13
4th Quarter       10 1/4    8 3/4      .13       8 3/4    7 7/8      .13
At December 31     9 1/2                         8 1/2
 
     On March 9, 1994, there were approximately 958 holders of record of the
Company's common stock.
 
     There are certain regulatory restrictions relating to the payment of
dividends (see note 8 of Notes to Consolidated Financial Statements under Item
8 of this Form 10-K).  It is the present intention of the Company's Board of
Directors to declare quarterly cash dividends.
 
     A dividend reinvestment and common stock purchase plan provides
stockholders with the option of receiving additional shares of common stock
instead of cash dividends.  Participants may also purchase additional shares of
common stock without incurring broker commissions by making optional cash
contributions to the Plan.  See note 6(c) of Notes to Consolidated Financial
Statements under Item 8 of this Form 10-K.  During 1993, Employers Mutual
elected to receive 50 percent of it's dividends in common stock under this plan.
                                       30
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA.
- -------  ------------------------
                                             Year ended December 31,*
                                 --------------------------------------------
                                   1993     1992     1991     1990     1989
                                 -------- -------- -------- -------- --------
                                    (In thousands except per share amounts)
Insurance premiums earned ...... $156,438 $147,410 $113,419 $101,323 $ 91,728
Investment income, net .........   20,780   21,540   20,202   19,884   19,309
Realized investment gains ......      684      384       65       48      257
Other income ...................      259        -        -        -        -
                                 -------- -------- -------- -------- --------
     Total revenues ............  178,161  169,334  133,686  121,255  111,294
 
Losses and expenses ............  169,142  168,359  123,254  110,415  102,517
                                 -------- -------- -------- -------- --------
Income before income taxes .....    9,019      975   10,432   10,840    8,777
 
Income taxes ...................    1,885      759    3,124    2,894    2,055
                                 -------- -------- -------- -------- --------
Income from continuing
  operations ...................    7,134      216    7,308    7,946    6,722
 
Income from discontinued
  operations ...................        -        -    1,853      319      274
 
Income from accounting changes      2,621        -        -        -        -
                                 -------- -------- -------- -------- --------
     Net income ................ $  9,755 $    216 $  9,161 $  8,265 $  6,996
                                 ======== ======== ======== ======== ========
Earnings per common share:
  Income from continuing
    operations ................. $    .70 $    .02 $    .73 $    .80 $    .71
 
  Income from discontinued
    operations .................        -        -      .18      .03      .03
 
  Income from accounting
    changes ....................      .26        -        -        -        -
                                 -------- -------- -------- -------- --------
     Net income ................ $    .96 $    .02 $    .91 $    .83 $    .74
                                 ======== ======== ======== ======== ========
Premiums earned by segment:
  Property and casualty ........ $109,585 $109,139 $ 78,413 $ 70,597 $ 62,517
  Reinsurance ..................   33,324   26,615   25,009   20,696   18,621
  Nonstandard risk automobile ..   13,529   11,656    9,997   10,030   10,590
                                 -------- -------- -------- -------- --------
     Total ..................... $156,438 $147,410 $113,419 $101,323 $ 91,728
                                 ======== ======== ======== ======== ========
Total assets ................... $368,936 $372,807 $311,001 $296,126 $284,396
                                 ======== ======== ======== ======== ========
Stockholders' equity ........... $109,634 $100,911 $105,144 $100,615 $ 95,911
                                 ======== ======== ======== ======== ========
Average return on equity .......     9.3%      .2%     8.9%     8.4%     7.5%
                                 ======== ======== ======== ======== ========
Book value per share ........... $  10.63 $   9.98 $  10.47 $  10.04 $   9.82
                                 ======== ======== ======== ======== ========
Cash dividends paid per share .. $    .52 $    .52 $    .52 $    .52 $    .52
                                 ======== ======== ======== ======== ========
 
* Prior year assets have been restated to reflect the reporting of ceded
reinsurance balances as assets in accordance with SFAS 113.  See note 1 of
Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
                                       31
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- -------  -------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS.
         ------------------------------------
 
OVERVIEW
 
     EMC Insurance Group Inc. (the "Company"), an approximately 67 percent
owned subsidiary of Employers Mutual Casualty Company ("Employers Mutual"), is
an insurance holding company with operations in property and casualty
insurance, reinsurance, nonstandard risk automobile insurance and excess and
surplus lines insurance management.  Property and casualty insurance is the
most significant segment, representing 70.1 percent of consolidated premium
income.
 
     The three property and casualty insurance subsidiaries of the Company and
two subsidiaries of Employers Mutual are parties to reinsurance pooling
agreements with Employers Mutual (collectively the "pooling agreement").  Under
the terms of the pooling agreement, each company cedes to Employers Mutual all
of its insurance business and assumes from Employers Mutual an amount equal to
its participation in the pool.  All losses,  settlement expenses and other
underwriting and administrative expenses are prorated among the parties on the
basis of participation in the pool.  The investment programs and income tax
liabilities of the pool participants are not subject to the pooling agreement.
 
     The purpose of the pooling agreement is to reduce the risk of an exposure
insured by any of the pool participants by spreading it among all the
companies.  The pooling agreement produces a more uniform and stable
underwriting result from year to year for all companies in the pool than might
be experienced individually.  In addition, each company benefits from the
capacity of the entire pool, rather than being limited to policy exposures of a
size commensurate with its own assets, and from the wide range of policy forms
and lines of insurance written and the variety of rate filings and commission
plans offered by each of the companies.  A single set of reinsurance treaties
is maintained for the protection of all six companies in the pool.
 
     Effective January 1, 1992, the aggregate participation of the property and
casualty insurance subsidiaries was increased to 22 percent from 17 percent.
In connection with this change in pool participation, the Company's
liabilities increased $31,428,000 and invested assets increased $29,402,000.
The Company reimbursed Employers Mutual $2,026,000 for commissions incurred to
generate this business.
 
     Employers Mutual voluntarily assumes reinsurance business from
nonaffiliated insurance companies and cedes 95 percent of this business to the
Company's reinsurance subsidiary, exclusive of certain reinsurance contracts.
Amounts not ceded to the reinsurance subsidiary have historically been retained
by Employers Mutual and have been subject to cession to the pool members.
Under the terms of the pooling agreement, the property and casualty insurance
subsidiaries had a 22 percent (17 percent in 1991) participation in the amounts
assumed from these nonaffiliated companies.
                                       32
<PAGE>
     Effective January 1, 1993, the pooling agreement was amended so that the
voluntary assumed reinsurance business written by Employers Mutual is no longer
subject to cession to the pool members.  As a result, amounts assumed from
nonaffiliates have declined from amounts assumed in prior years.  In connection
with this change in the pooling agreement, the Company's liabilities decreased
$4,470,000 and invested assets decreased $4,427,000.  Employers Mutual
reimbursed the Company $43,000 for commissions incurred to generate this
business.
 
     The parties to the pooling agreement have historically recorded amounts
assumed from the National Workers' Compensation Reinsurance Pool on a net
basis.  Under this approach, reserves for outstanding losses and unearned
premiums were reported as liabilities under "Indebtedness to Related Party" in
the Company's consolidated financial statements.  Effective December 31, 1993,
the parties to the pooling agreement began recording these amounts as
outstanding losses and unearned premiums.  As a result, outstanding losses
increased $11,437,000, unearned premiums increased $1,711,000 and indebtedness
to related party decreased $13,148,000.  There was no income effect from this
reclassification.  Prior year consolidated financial statements have been
restated for comparative purposes.
 
     As noted above, the Company's reinsurance subsidiary assumes a 95 percent
quota share portion of Employers Mutual's assumed reinsurance business,
exclusive of certain reinsurance contracts.  The reinsurance subsidiary
receives 95 percent of all premiums and assumes 95 percent of all related
losses and settlement expenses of this business.  The reinsurance subsidiary
does not reinsure any of Employers Mutual's direct insurance business, nor any
"involuntary" facility or pool business that Employers Mutual assumes pursuant
to state law.  In addition, the reinsurance subsidiary is not liable for credit
risk in connection with the insolvency of any reinsurers of Employers Mutual.
The following changes were made to the quota share agreement during 1993:
 
(1)  Effective January 1, 1993, the quota share agreement was amended so that
     losses in excess of $1,000,000 per event are retained by Employers Mutual.
     The reinsurance subsidiary pays an annual override commission to Employers
     Mutual for this additional protection, which totaled $1,809,000 in 1993.
 
     In conjunction with this change in the quota share agreement, the
     reinsurance subsidiary terminated its catastrophe reinsurance contracts
     with Employers Mutual and other nonaffiliated reinsurers.  Effective
     January 1, 1993, the reinsurance subsidiary no longer cedes reinsurance to
     nonaffiliated reinsurers and only cedes reinsurance to Employers Mutual
     under an aggregate "excess of loss" treaty.  As a result, reinsurance
     receivables and prepaid reinsurance premiums for the Company have
     decreased from prior year amounts.  Ceded reinsurance on the books at
     December 31, 1992 is being allowed to run-off.
 
(2)  Effective June 30, 1993, Employers Mutual commuted the portion of the
     quota share agreement that pertains to a casualty pool that is in a run-
     off position.  In connection with this change in the quota share
     agreement, the Company's liabilities decreased $19,783,000 and invested
     assets decreased $17,806,000.  The reserve discount amount of $1,977,000
     was recorded as deferred income and is being amortized into operations
     over the estimated settlement period of the reserves, which is ten years.
     During 1993, $259,000 was recognized as income.
                                       33
<PAGE>
(3)  Effective October 31, 1993, Employers Mutual commuted the portion of the
     quota share agreement that pertains to a voluntary pool that handles
     large "highly protected" risks.  This pool has experienced deteriorating
     underwriting results over the last several years and Employers Mutual is
     presently considering whether to continue its participation in the pool
     beyond 1994.  In connection with this change in the quota share agreement,
     the Company's liabilities decreased $3,827,000 and invested assets
     decreased $2,620,000.  Employers Mutual reimbursed the Company $1,207,000
     for commissions incurred to generate this business.  No reserve discount
     was calculated as this business involves short-tail property coverage.
 
     The Company sold its life insurance subsidiary to Employers Mutual on
December 31, 1991.  All information presented in this report reflects the life
segment as a discontinued operation.
 
RESULTS OF OPERATIONS
 
     Operating income before income taxes was $9,019,000 in 1993, $975,000 in
1992 and $10,432,000 in 1991.  Results for 1992 were significantly affected by
catastrophe losses, which totaled $16,569,000.  This compares to catastrophe
losses of $8,513,000 in 1993 (which includes $1,283,000 of development on
Hurricane Andrew) and $3,652,000 in 1991.  Results for 1993 and 1992 were
negatively impacted by poor experience in the nonstandard risk automobile
insurance subsidiary and declining production in the excess and surplus lines
insurance management agency.
 
     Premiums earned totaled $156,438,000 in 1993, 147,410,000 in 1992 and
$113,419,000 in 1991.  The large increase in 1992 reflects the change in the
property and casualty insurance subsidiaries' pool participation.  Premium
volume increased substantially in the reinsurance subsidiary and the
nonstandard risk automobile insurance subsidiary in 1993 while the property and
casualty insurance subsidiaries remained relatively flat.
 
     Net investment income totaled $20,780,000 in 1993, $21,540,000 in 1992 and
$20,202,000 in 1991.  The large increase in 1992 reflects investment income
earned on $29,402,000 transferred to the property and casualty insurance
subsidiaries in connection with the change in pool participation.  The decrease
in 1993 is primarily due to a decline in invested assets resulting from the
transfer of $24,853,000 to Employers Mutual in connection with the change in
the property and casualty insurance subsidiaries' pooling agreement relating to
the voluntary assumed reinsurance business and the commutation of two
reinsurance contracts under the reinsurance subsidiary's quota share agreement.
 
     Losses and expenses totaled $169,142,000 in 1993, $168,359,000 in 1992 and
$123,254,000 in 1991.  The large increase in 1992 reflects the change in the
property and casualty insurance subsidiaries' pool participation and a record
amount of catastrophe losses.
 
     The Company adopted four new accounting standards and implemented an
accounting change in 1993.  The net impact of these items was an increase in
net income of $2,621,000 ($.26 per share).  Following is a brief explanation of
each item:
                                       34
<PAGE>
*  Effective January 1, 1993, the Company adopted Statement of Financial
   Accounting Standards No. 106 (SFAS 106), "Employers' Accounting for
   Postretirement Benefits Other Than Pensions".  The Company adopted SFAS 106
   by recognizing the transition obligation as a cumulative effect adjustment
   to income.  The Company's transition obligation amounted to $2,166,000 ($.21
   per share), net of income tax benefits of $1,116,000.
 
*  Effective January 1, 1993, the Company adopted Statement of Financial
   Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes".
   The Company adopted SFAS 109 as a cumulative effect adjustment to income.
   The Company recognized a benefit of $5,595,000 ($.55 per share), net of a
   valuation allowance of $1,000,000.
 
*  Effective January 1, 1993, the Company adopted Statement of Financial
   Accounting Standards No. 113 (SFAS 113), "Accounting and Reporting for
   Reinsurance of Short-Duration and Long-Duration Contracts".  SFAS 113
   requires a gross (rather than net) balance sheet presentation for ceded
   reinsurance amounts and addresses the recognition of gain or loss resulting
   from reinsurance transactions and appropriate financial statement disclosure
   of reinsurance activities.  Ceded reinsurance amounts previously reported on
   a net basis in the December 31, 1992 balance sheet have been reclassified
   for comparative purposes.  Assets and liabilities increased $20,075,000 and
   $28,891,000 at December 31, 1993 and 1992, respectively, as a result of the
   gross-up of ceded balances related to reinsurance receivables on losses and
   settlement expenses and prepaid reinsurance premiums.  Adoption of this
   statement had no effect on the income of the Company.
 
*  Effective January 1, 1993, the property and casualty insurance subsidiaries
   changed their method of calculating unearned premiums from the monthly pro
   rata method to the daily method.  The property and casualty insurance
   subsidiaries changed their accounting method because of management's belief
   that the new method provides for a more accurate matching of revenues and
   expenses over the terms of the underlying insurance policies.  This change
   resulted in a cumulative increase in unearned premiums of $1,110,000 and a
   decrease in income of $808,000 ($.08 per share), net of income tax benefits
   of $302,000.
                                       35
<PAGE>
*  Effective December 31, 1993, the Company adopted Statement of Financial
   Accounting Standards No. 115 (SFAS 115), "Accounting for Certain
   Investments in Debt and Equity Securities".  SFAS 115 provides that
   investments in all debt securities and those equity securities with readily
   determinable market values are to be classified in one of three categories:
   held-to-maturity, trading or available-for-sale.  Classification of
   investments is based upon management's current intent.  Debt securities
   which management has a positive intent and ability to hold to maturity are
   classified as "securities held-to-maturity" and are carried at amortized
   cost.  Unrealized holding gains and losses on securities held-to-maturity
   are not reflected in the consolidated financial statements.  Debt and equity
   securities that are held for current resale are classified as "trading
   securities" and are reported at market value, with unrealized holding gains
   and losses included in earnings.  All other debt and equity securities are
   classified as "securities available-for-sale" and are carried at market
   value, with unrealized holding gains and losses excluded from earnings and
   reported as a separate component of stockholders' equity, net of tax.  The
   Company has historically held its investment portfolio to maturity and has
   classified the majority of its portfolio at December 31, 1993 (63.3 percent)
   as "securities held-to-maturity".  The remainder of the portfolio has been
   classified as "securities available-for-sale".  Adoption of this statement
   had no effect on the income of the Company.  Net unrealized holding gains
   reflected in stockholders' equity at December 31, 1993 totaled $2,049,000,
   net of deferred income taxes of $1,055,000.
 
SEGMENT RESULTS
 
Property and Casualty Insurance
 
     Operating income before income taxes increased 59.6 percent to $9,835,000
in 1993, increased 2.1 percent to $6,164,000 in 1992 and decreased 17.3 percent
to $6,037,000 in 1991.  Underwriting loss decreased significantly in 1993.
Results for 1992 reflect an increase in catastrophe losses, which was
compounded by the increase in the pool participation.  Results for 1991 reflect
a substantial increase in reserves reported by the National Workers'
Compensation Reinsurance Pool.  Investment income increased 2.9 percent to
$13,243,000 in 1993, 17.0 percent to $13,048,000 in 1992 and 9.6 percent to
$11,153,000 in 1991.  Results for 1993 reflect the transfer of $4,427,000 to
Employers Mutual in connection with the change in the pooling agreement and the
general decline in interest rates for current investments.  The large increase
in 1992 reflects investment income earned on $29,402,000 received from
Employers Mutual in connection with the change in pool participation and
$10,000,000 received from the parent company to support this increased
participation.
 
     Premiums earned increased .4 percent to $109,585,000 in 1993, 39.2 percent
to $109,139,000 in 1992 and 11.1 percent to $78,413,000 in 1991.  The large
increase in 1992 reflects $24,821,000 from the change in pool participation.
Depressed rates caused by the soft market, a shift of large commercial insureds
to alternative risk mechanisms and the generally weak economy contributed to
the small increase in 1993.  In addition to these factors, results for 1993
reflect the change in the pooling agreement whereby effective January 1, 1993,
the voluntary assumed reinsurance business written by Employers Mutual is no
longer subject to cession to the pool members.  This business accounted for
$1,442,000 of earned premiums (including reinstatement premiums) in 1992.
                                       36
<PAGE>
     Underwriting loss decreased 46.8 percent to $3,813,000 in 1993, increased
39.3 percent to $7,169,000 in 1992 and increased 76.5 percent to $5,147,000 in
1991.  Catastrophe losses had a significant impact on these results, totaling
$3,372,000 in 1993, $4,631,000 in 1992 and $2,980,000 in 1991.  Results for the
last three years have been negatively impacted by a strengthening of workers'
compensation reserves.  The Company had underestimated the cost of medical
expenses associated with workers' compensation claims due to greater than
expected increases in the price and usage of drugs, medical durables and
medical services.  Losses totaling $1,998,000, $1,026,000 and $1,272,000 were
charged to operations during 1993, 1992 and 1991, respectively.  Employers
Mutual has assigned additional staff to supervise the reserving process for
workers' compensation claims and to more closely monitor the development of
such reserves.  In addition, Employers Mutual now employs medically trained
persons to assist in determining proper reserve levels based on the future
medical needs of the insureds.  All major claims have been reviewed and the
Company believes that the reserves are now adequate.  Results for 1993 reflect
$880,000 of losses related to the Midwest summer floods and the change in the
pooling agreement whereby effective January 1, 1993, the voluntary reinsurance
business written by Employers Mutual is no longer subject to cession to the
pool members.  Underwriting losses associated with the voluntary reinsurance
business (including catastrophe losses) amounted to $1,427,000 in 1992.
 
     Inadequate rate increases and the increasing burden of residual markets in
some states reduces the profit potential for the workers' compensation line  of
business in those states.  The parties to the pooling agreement have adjusted
rates, policyholder dividends and underwriting standards in these problem
states and have experienced a planned overall decline in writings for this line
of business.  Workers' compensation will continue to be an important line of
business for the parties to the pooling agreement; however, the percentage of
workers' compensation written premiums to total written premiums is expected to
decline gradually as the parties to the pooling agreement refine their
underwriting standards based on current conditions in each state.
 
Reinsurance
 
     Operating income before income taxes increased 110.0 percent to $510,000
in 1993, decreased 332.8 percent to a loss of $5,089,000 in 1992 and increased
71.8 percent to $2,186,000 in 1991.  Results for 1993 and 1992 were
significantly impacted by catastrophe losses, poor experience in two voluntary
pools and continued development in a casualty pool that is in a run-off
position.  Investment income declined 10.0 percent to $6,090,000 in 1993, 5.4
percent to $6,763,000 in 1992 and 2.6 percent to $7,149,000 in 1991.  The large
decline in 1993 is primarily attributable to the transfer of $20,426,000 to
Employers Mutual in connection with the commutation of two reinsurance
contracts.  Declining interest rates for current investments contributed to the
decline in 1992 and 1991.
 
     The following changes were implemented in 1993 to improve the future
operating results of the reinsurance subsidiary: (1) the quota share agreement
was amended so that effective January 1, 1993, losses in excess of $1,000,000
per event are retained by Employers Mutual; (2) management reduced the
aggregate liability in hurricane prone areas by moving to a higher attachment
point in nationally exposed programs and by terminating several reinsurance
arrangements with other reinsurers that had severe hurricane losses; (3)
Employers Mutual commuted two reinsurance contracts under the quota share
agreement that have produced very poor results over the last several years.
                                       37
<PAGE>
     Premiums earned increased 25.2 percent to $33,324,000 in 1993, 6.4 percent
to $26,615,000 in 1992 and 20.8 percent to $25,009,000 in 1991.  Amounts earned
in 1992 and 1991 reflect $1,220,000 and $1,286,000, respectively, in premiums
ceded (excluding reinstatement premiums) to Employers Mutual for catastrophe
reinsurance protection.  This coverage was terminated in 1993 in conjunction
with the change in the quota share agreement noted above.  The reinsurance
subsidiary pays Employers Mutual an annual override commission for retaining
losses in excess of $1,000,000 per event, which totaled $1,809,000 in 1993.
The amount earned in 1992 also reflects $3,859,000 of reinstatement premiums
paid to reinsurers (including Employers Mutual) to reinstate reinsurance
coverage which was exhausted by Hurricanes Andrew and Iniki.  Results for 1993
reflect a shift from catastrophe "excess of loss" business to "pro rata"
business and a general improvement in rates.  Under catastrophe "excess of
loss" contracts, the reinsurance subsidiary provided coverage for catastrophe
losses which exceeded a specified amount.  Premiums associated with this type
of business are generally lower as the coverage provided is not often exposed.
However, the last few years have demonstrated that the exposure under this type
of business can far exceed the premiums received.  With "pro rata" business,
the reinsurance subsidiary receives a specified portion of all premiums on each
contract and then shares in all losses in the same proportion as the premium.
Although the reinsurance subsidiary has a share in each loss under this type of
business, the premium received is believed to be more adequate.
 
     Underwriting loss decreased 49.3 percent to $6,040,000 in 1993, increased
138.5 percent to $11,904,000 in 1992 and decreased 17.9 percent to $4,991,000
in 1991.  The large loss in 1992 is primarily related to catastrophe losses,
which totaled $11,609,000.  This compares to catastrophe losses of $5,141,000
in 1993 (including development on Hurricane Andrew of $1,283,000) and
$2,403,000 in 1991.  Operating results for the last three years have been
significantly impacted by losses from two voluntary pools in which the
subsidiary participates and by losses from a casualty pool that is in a run-off
position.  The voluntary pools reported combined losses of $2,425,000 in 1993,
$2,007,000 in 1992 and $1,571,000 in 1991.  Effective October 31, 1993,
Employers Mutual commuted the portion of the quota share agreement that
pertains to one of these pools.  Losses associated with this pool totaled
$2,017,000 in 1993 and $1,294,000 in 1992.  No reserve discount was calculated
as this business involves short-tail property coverage.  Losses associated with
the casualty pool that is in a run-off position totaled $868,000 in 1993,
$952,000 in 1992 and $2,376,000 in 1991.  Employers Mutual commuted the portion
of the quota share agreement that pertains to this pool effective June 30,
1993.  The reserve discount amount of $1,977,000 was recorded as deferred
income and is being amortized into operations over the estimated settlement
period of the reserves, which is ten years.  During 1993, $259,000 was
recognized as income.  Results for 1993 also reflect $1,000,000 of losses
associated with severe east coast winter storms and $398,000 of losses
associated with the World Trade Center explosion.
                                       38
<PAGE>
Nonstandard Risk Automobile Insurance
 
     Operating results before income taxes decreased 65.4 percent to a loss of
$1,268,000 in 1993, decreased 153.1 percent to a loss of $767,000 in 1992 and
increased 51.9 percent to a profit of $1,444,000 in 1991.  Results for 1993 and
1992 were significantly impacted by increased loss frequency and severity
associated with a new book of business and a strengthening of loss and
settlement expense reserves.  Investment income decreased 1.1 percent to
$1,166,000 in 1993, 11.3 percent to $1,179,000 in 1992 and 2.1 percent to
$1,329,000 in 1991 due to the declining interest rates available for current
investments.
 
     The nonstandard risk marketplace is very competitive.  Policies are
written for relatively short periods of time and insureds continually search
for the most attractive rates.  In response to the favorable results achieved
in 1991, the company began increasing market share in 1992 by offering more
competitive rates.  The company experienced adverse selection in this new
business as the standard market began to accept marginal risks during this same
time period.  As a result, losses associated with this new business exceeded
the premiums received.
 
     Premiums earned increased 16.1 percent to $13,528,000 in 1993, increased
16.6 percent to $11,656,000 in 1992 and decreased .3 percent to $9,997,000 in
1991.  The large increases in 1993 and 1992 reflect the increase in market
share discussed above.
 
     Underwriting results decreased 27.6 percent to a loss of $2,543,000 in
1993, decreased 1,911.8 percent to a loss of $1,993,000 in 1992 and increased
126.7 percent to a profit of $110,000 in 1991.  In addition to the adverse
selection experienced in 1993 and 1992, the company also strengthened its loss
and expense reserves in each of these years.
 
     The company has applied for rate increases in all states and is currently
reviewing its book of business to identify those risks with unacceptable loss
experience.  The company will take appropriate action, up to and including the
cancellation of specific risks, to improve future loss experience.  Rate
increases are not expected to have a significant impact on the company's market
share in 1994.
 
Excess and Surplus Lines Insurance Management Agency
 
     Operating income before income taxes decreased 79.1 percent to $103,000 in
1993, 22.7 percent to $496,000 in 1992 and 12.3 percent to $641,000 in 1991.
Operating results continue to be effected by the termination of business with a
large agency that had previously represented over 50 percent of this segment's
volume.  Management continues to search for new business, but a large portion
of excess and surplus lines insurance is currently being written by standard
carriers due to the soft market conditions.
                                       39
<PAGE>
Parent Company
 
     Operating income before income taxes decreased 194.1 percent to a loss of
$161,000 in 1993, increased 39.2 percent to $171,000 in 1992 and decreased 79.1
percent to $123,000 in 1991.  The loss in 1993 is primarily due to a decline in
investment income.  Invested assets decreased in 1993 as a result of a capital
contribution made to the reinsurance subsidiary in December of 1992 and the
payment of stockholder dividends.
 
NEW ACCOUNTING STANDARD
 
     The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 112 (SFAS 112), "Employers' Accounting for
Postemployment Benefits".  SFAS 112 requires that the cost of certain
postemployment benefits that vest or accumulate be accrued over the period of
an employee's service.  SFAS 112 is effective for fiscal years beginning after
December 15, 1993.  The Company will adopt this standard in the first quarter
of 1994.  Adoption of this standard is not expected to have a material effect
on the income of the Company.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company maintains a portion of the investment portfolio in relatively
short-term and highly liquid investments to ensure the availability of funds to
meet claims and expenses.  The remainder of the investment portfolio is
invested in securities with maturities that approximate the anticipated
liabilities of the insurance issued.  The major ongoing sources of the
Company's liquidity are insurance premium income, investment income and cash
provided from maturing or liquidated investments.  The principal outflows of
cash are payments of claims, commissions, premium taxes, operating expenses,
income taxes, dividends and investment purchases.
 
     The Company has historically generated positive cash flows from
operations.  During 1993, the Company had a negative operating cash flow of
$8,794,000, which reflects $24,853,000 paid to Employers Mutual in connection
with the change in the property and casualty insurance subsidiaries' pooling
agreement and the commutation of two reinsurance contracts under the
reinsurance subsidiary's quota share agreement.  This compares to operating
cash flows of $50,826,000 for 1992, which included $29,402,000 received from
Employers Mutual in connection with the increase in the property and casualty
insurance subsidiaries' pool participation.
                                       40
<PAGE>
     The National Association of Insurance Commissioners (NAIC) has recently
adopted certain risk-based capital standards for property and casualty
insurance companies which will be implemented in 1994.  Risk-based capital
requirements attempt to measure minimum statutory capital needs based upon the
risks in a company's mix of products and investment portfolio.  The formula has
been designed to help state regulators assess capital adequacy of insurance
companies and identify property/casualty insurers that are in (or perceived as
approaching) financial difficulty by establishing minimum capital needs based
upon the risks applicable to the operations of the individual insurer.  The
formula takes into consideration industry performance and individual insurer
financial characteristics by examining a number of financial criteria to test
its perceived levels of risk against assets available to bear such risks.  The
model act adopted by the NAIC provides a minimum level of capital at which a
State Commissioner of Insurance may act to place an insurer under certain
restraints or in the worst case, to place an insurer under his or her control.
These risk-based capital rules are a quantitative measurement technique which
purport to quantify the minimum amount of capital necessary to match the degree
of financial risk.  It is a method for specifying how much minimum capital an
insurer must have, based on the risks it has assumed, to assure that it
maintains an acceptably low probability of financial impairment.
 
     The risk-based capital requirements for property and casualty insurance
companies will measure three major areas of risk facing property and casualty
insurers: asset risk, credit risk and underwriting risk.  Companies having less
statutory surplus than required by the risk-based capital requirements are
subject to varying degrees of regulatory scrutiny and intervention, depending
on the severity of the inadequacy.  The Company's insurance subsidiaries' ratio
of total adjusted capital to risk-based capital at December 31, 1993 is well in
excess of the level which would prompt regulatory action.
 
     The majority of the Company's assets are invested in fixed maturities.
These investments provide a substantial amount of income which offsets
underwriting losses and contributes to net earnings.  As these investments
mature the proceeds will be reinvested at current rates, which are
significantly lower than those now being earned; therefore, less investment
income will be available to contribute to net earnings.
                                       41
<PAGE>
     The Company contributed $10,000,000 of the proceeds received from the sale
of the life subsidiary to increase the surplus of the property and casualty
insurance subsidiaries in 1992 in connection with the increase in pool
participation.  The Company contributed $3,000,000 to the surplus of the
reinsurance subsidiary in 1992 in order to retain its status as an authorized
reinsurance company in several states.
 
     As of December 31, 1993, the Company had no material commitments for
capital expenditures.
 
     A source of cash flows for the holding company is dividend payments from
its subsidiaries.  State insurance regulations restrict the maximum amount of
dividends insurance companies can pay without prior regulatory approval.  See
note 8 of Notes to Consolidated Financial Statements for additional information
regarding dividend restrictions.  The Company collected $860,000, $3,288,000
and $3,600,000 of dividends from its insurance subsidiaries in 1993, 1992 and
1991, respectively and $106,000 of dividends from its excess and surplus lines
insurance agency in 1991.  The Company paid cash dividends to stockholders
totaling $3,443,000, $5,104,000 and $5,082,000 in 1993, 1992 and 1991,
respectively.  The decrease in 1993 is due to the fact that Employers Mutual
received 50 percent of its dividends in common stock under the Company's
dividend reinvestment and common stock purchase plan.
 
     Inflation has a widespread effect on the Company's results of operations,
primarily through increased losses and settlement expenses.  The Company
considers inflation, including social inflation which reflects an increasingly
litigious society and increasing jury awards, when setting reserve amounts.
Premiums are also affected by inflation, although they are often restricted or
delayed by competition and the regulatory rate-setting environment.
                                       42
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- -------  --------------------------------------------
 
              Management's Responsibility for Financial Reporting
 
     The consolidated financial statements and related financial information in
this annual report are the responsibility of management.  The consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles and necessarily include certain amounts that are based on
management's best estimates and judgments.
 
     In discharging its responsibility both for the integrity and fairness of
these statements and the related financial information, and for the examination
of the accounting systems from which they are derived, management maintains a
system of internal control designed to provide reasonable assurance, weighing
the costs with the benefits sought, that transactions are executed in
accordance with management's authorization, assets are safeguarded, and proper
records are maintained.  Management believes that the system of internal
control, which is subject to close scrutiny by management and by internal
auditors and is revised as considered necessary, supports the integrity and
reliability of the consolidated financial statements.  Further, in accordance
with generally accepted auditing standards, the independent certified public
accountants obtained a sufficient understanding of the Company's internal
control structure to plan their audit and determine the nature, timing and
extent of tests to be performed.
 
     The Audit Committee of the Board of Directors, composed solely of outside
directors, met during the year with management, the Company's internal auditors
and the independent certified public accountants to review the scope of the
audits, discuss the evaluation of internal accounting controls and discuss
financial reporting matters.  The independent auditors and internal auditors
have free access to the Audit Committee and meet with it, without management
present, to discuss any appropriate matters.
 
     The consolidated financial statements are examined by KPMG Peat Marwick,
independent certified public accountants.  Their report appears elsewhere in
this annual report.
 
 
/s/ E.H. Creese
- ------------------------------------
E. H. Creese, C.P.A.
Senior Vice President, Treasurer and
Chief Financial Officer
                                       43
<PAGE>
                   Independent Auditor's Report
 
The Board of Directors and Stockholders
EMC Insurance Group Inc.:
 
     We have audited the accompanying consolidated balance sheets of EMC
Insurance Group Inc. and Subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1993.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of EMC
Insurance Group Inc. and Subsidiaries as of December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1993, in conformity with generally
accepted accounting principles.
 
     As discussed in notes 1, 10, 12 and 13 to the consolidated financial
statements, the Company changed its method of computing unearned premiums in
1993 and implemented the provisions of the Financial Accounting Standards
Board's Statements No. 106, "Employers Accounting for Postretirement Benefits
Other Than Pensions", No. 109, "Accounting for Income Taxes", No. 113,
"Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts" and No. 115, "Accounting for Certain Investments in Debt and Equity
Securities".
 
 
                                         /s/ KPMG Peat Marwick
 
Des Moines, Iowa
February 21, 1994
                                       44
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                          Consolidated Balance Sheets
 
                                                           December 31,
                                                    --------------------------
                                                        1993          1992
                                                    ------------  ------------
ASSETS
 
Investments (note 10):
  Fixed maturities:
    Securities held-to-maturity, at amortized cost
      (market value $206,305,597 and $266,719,495)  $191,010,623  $250,552,858
    Securities available-for-sale, at market value
      (amortized cost $109,947,564) ...............  113,081,580             -
  Equity securities available-for-sale, at market
    value (cost $505,000 and $1,560,000) ..........      475,000     1,418,000
  Short-term investments, at cost which
    approximates market value .....................            -    59,198,070
                                                    ------------  ------------
       Total investments ..........................  304,567,203   311,168,928
                                                    ------------  ------------
 
Cash ..............................................      675,203     2,009,512
Indebtedness of related party (note 4) ............   12,291,512     3,652,076
Accrued investment income .........................    4,835,451     4,592,856
Accounts receivable ...............................      415,215       576,155
Deferred policy acquisition costs .................    7,698,864     8,112,831
Deferred income taxes (note 13) ...................   13,040,693     7,065,221
Intangible assets, including goodwill, at cost
   less accumulated amortization of $1,540,130
   and $1,405,617 .................................    2,017,690     2,152,203
Reinsurance receivables (note 3) ..................   18,477,406    27,866,790
Prepaid reinsurance premiums (note 3) .............    2,832,184     3,637,917
Other assets ......................................    2,084,102     1,972,611
                                                    ------------  ------------
       Total assets ............................... $368,935,523  $372,807,100
                                                    ============  ============
 
See accompanying Notes to Consolidated Financial Statements.
                                       45
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                          Consolidated Balance Sheets
 
                                                           December 31,
                                                    --------------------------
                                                        1993          1992
                                                    ------------  ------------
LIABILITIES
 
Losses and settlement expenses (notes 2, 3 and 4) . $197,121,852  $215,388,865
Unearned premiums (notes 2, 3 and 4) ..............   45,941,056    45,984,474
Other policyholders' funds ........................    2,854,793     3,695,397
Income taxes payable ..............................      550,000       668,000
Postretirement benefits (note 12) .................    3,537,449             -
Deferred income (note 2) ..........................    1,717,641             -
Other liabilities .................................    7,578,963     6,159,587
                                                    ------------  ------------
       Total liabilities ..........................  259,301,754   271,896,323
                                                    ------------  ------------
 
STOCKHOLDERS' EQUITY (notes 6, 7, 8 and 10)
 
Common stock, $1 par value,
  authorized 20,000,000 shares;
  issued and outstanding, 10,325,329 shares
  in 1993 and 10,161,760 shares in 1992 ...........   10,325,329    10,161,760
Additional paid-in capital ........................   55,021,926    53,507,459
Unrealized holding gains on fixed maturity
  securities available-for-sale, net of tax .......    2,068,451             -
Unrealized holding losses on equity securities
  available-for-sale, net of tax ..................      (19,800)     (142,000)
Retained earnings .................................   42,319,249    37,866,902
Treasury stock, at cost (8,090 shares in 1993
  and 49,392 shares in 1992) ......................      (81,386)     (483,344)
                                                    ------------  ------------
       Total stockholders' equity .................  109,633,769   100,910,777
                                                    ------------  ------------
Contingent liabilities (notes 3, 13 and 16)
 
       Total liabilities and stockholders' equity   $368,935,523  $372,807,100
                                                    ============  ============
 
See accompanying Notes to Consolidated Financial Statements.
                                       46
<PAGE>
                     EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                         Consolidated Statements of Income
 
                                               Year ended December 31,
                                      ----------------------------------------
                                          1993          1992          1991
                                      ------------  ------------  ------------
Revenues:
  Premiums earned (notes 2 and 3) ... $156,437,538  $147,410,287  $113,419,238
  Investment income, net (note 10) ..   20,779,951    21,539,597    20,201,993
  Realized investment gains (note 10)      684,445       384,283        64,418
  Other income (note 2) .............      259,217             -             -
                                      ------------  ------------  ------------
                                       178,161,151   169,334,167   133,685,649
                                      ------------  ------------  ------------
Losses and expenses:
  Losses and settlement
    expenses (notes 2 and 3) ........  120,355,299   122,087,833    88,104,919
  Dividends to policyholders ........    2,494,284     3,382,736     1,757,923
  Amortization of deferred
    policy acquisition costs ........   30,717,175    29,291,362    24,255,722
  Other underwriting expenses .......   15,575,257    13,597,179     9,135,247
                                      ------------  ------------  ------------
                                       169,142,015   168,359,110   123,253,811
                                      ------------  ------------  ------------
   Income from continuing operations
     before income taxes and
     cumulative effect of changes
     in accounting principles .......    9,019,136       975,057    10,431,838
                                      ------------  ------------  ------------
Income taxes (note 13):
  Current ...........................    1,903,128     2,260,795     3,905,736
  Deferred ..........................      (18,027)   (1,501,430)     (781,719)
                                      ------------  ------------  ------------
                                         1,885,101       759,365     3,124,017
                                      ------------  ------------  ------------
   Income from continuing operations
     before cumulative effect of
     changes in accounting principles    7,134,035       215,692     7,307,821
 
Income from discontinued
  operations (note 5) ...............            -             -     1,853,234
                                      ------------  ------------  ------------
   Income before cumulative effect of
     changes in accounting principles    7,134,035       215,692     9,161,055
 
CUMULATIVE EFFECT OF CHANGES
  IN ACCOUNTING PRINCIPLES FOR:
 
    Income taxes (note 13) ..........    5,595,177             -             -
 
    Postretirement benefits (note 12)   (2,165,900)            -             -
 
    Unearned premiums (note 1) ......     (807,933)            -             -
                                      ------------  ------------  ------------
         Net income ................. $  9,755,379  $    215,692  $  9,161,055
                                      ============  ============  ============
 
See accompanying Notes to Consolidated Financial Statements.
                                       47
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                  Consolidated Statements of Income, Continued
 
                                               Year ended December 31,
                                      ----------------------------------------
                                          1993          1992          1991
                                      ------------  ------------  ------------
 
EARNINGS PER COMMON SHARE:
 
   Income from continuing operations
     before cumulative effect of
     changes in accounting principles        $ .70         $ .02         $ .73
 
   Income from discontinued
      operations ....................            -             -           .18
                                      ------------  ------------  ------------
   Income before cumulative effect of
     changes in accounting principles          .70           .02           .91
 
   Cumulative effect of changes in
     accounting principles for:
 
       Income taxes .................          .55             -             -
 
       Postretirement benefits ......         (.21)            -             -
 
       Unearned premiums ............         (.08)            -             -
                                      ------------  ------------  ------------
         Net income .................        $ .96         $ .02         $ .91
                                      ============  ============  ============
 
Average number of shares outstanding    10,197,999    10,071,901    10,054,899
                                      ============  ============  ============
 
Pro forma amounts, assuming retroactive application of new method of
  calculating unearned premiums:
 
 
         Net income ................. $ 10,563,312  $    344,420  $  8,971,387
                                      ============  ============  ============
 
  Earnings per common share .........        $1.04         $ .03         $ .89
                                      ============  ============  ============
 
See accompanying Notes to Consolidated Financial Statements.
                                       48
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
               Consolidated Statements of Stockholders' Equity
 
                                                 Year ended December 31,
                                         -------------------------------------
                                             1993         1992         1991
                                         -----------  -----------  -----------
Common stock, beginning of year ........ $10,161,760  $10,082,675  $10,023,435
Issuance of common stock:
    Stock option plans .................      31,252       79,085       59,240
    Dividend reinvestment plan .........     132,317            -            -
                                         -----------  -----------  -----------
Common stock, end of year ..............  10,325,329   10,161,760   10,082,675
                                         -----------  -----------  -----------
 
Additional paid-in capital,
  beginning of year ....................  53,507,459   52,838,624   52,332,954
Additional paid-in capital from
  issuance of common stock:
    Stock option plans .................     279,234      669,320      490,783
    Dividend reinvestment plan .........   1,211,972            -            -
Gain (loss) on sale of treasury stock ..      23,261         (485)      14,887
                                         -----------  -----------  -----------
Additional paid-in capital, end of year   55,021,926   53,507,459   52,838,624
                                         -----------  -----------  -----------
 
Unrealized holding gains on fixed
  maturity securities available-for-
  sale, beginning of year ..............           -            -            -
Unrealized holding gains on revaluation
  of fixed maturity securities available
  -for-sale, net of tax (note 10) ......   2,068,451            -            -
                                         -----------  -----------  -----------
Unrealized holding gains on fixed
  maturity securities available-for-
  sale, net of tax, end of year ........   2,068,451            -            -
                                         -----------  -----------  -----------
 
Unrealized holding losses on equity
  securities available-for-sale,
  net of tax, beginning of year ........    (142,000)    (326,375)    (625,000)
Unrealized holding gains on revaluation
  of equity securities available-for-
  sale, net of tax .....................     122,200      184,375      298,625
                                         -----------  -----------  -----------
Unrealized holding losses on equity
  securities available-for-sale,
  net of tax, end of year .............. $   (19,800)  $ (142,000)  $ (326,375)
                                         -----------  -----------  -----------
                                       49
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
          Consolidated Statements of Stockholders' Equity, Continued
 
                                               Year ended December 31,
                                      ----------------------------------------
                                          1993          1992          1991
                                      ------------  ------------  ------------
 
Retained earnings, beginning of year  $ 37,866,902  $ 42,891,128  $ 38,947,265
Net income ..........................    9,755,379       215,692     9,161,055
Dividends on common stock ($.52 per
  share in 1993, 1992 and 1991):
    Cash dividends ..................   (3,443,465)   (5,103,890)   (5,081,607)
    Dividends reinvested in shares
       of common stock ..............   (1,859,567)     (136,028)     (135,585)
                                      ------------  ------------  ------------
Retained earnings, end of year ......   42,319,249    37,866,902    42,891,128
                                      ------------  ------------  ------------
 
Treasury stock at cost,
  beginning of year .................     (483,344)     (341,616)      (63,207)
Purchase of shares for the treasury       (126,948)     (315,749)     (420,799)
Sale of shares from the treasury ....      528,906       174,021       142,390
                                      ------------  ------------  ------------
Treasury stock at cost, end of year        (81,386)     (483,344)     (341,616)
                                      ------------  ------------  ------------
     Total stockholders' equity ..... $109,633,769  $100,910,777  $105,144,436
                                      ============  ============  ============
 
See accompanying Notes to Consolidated Financial Statements.
                                       50
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                     Consolidated Statements of Cash Flows
 
 
                                                 Year ended December 31,
                                         -------------------------------------
                                             1993         1992         1991
                                         -----------  -----------  -----------
Cash flows from operating activities:
  Income from continuing operations .... $ 9,755,379  $   215,692  $ 7,307,821
                                         -----------  -----------  -----------
  Adjustments to reconcile
   income to net cash (used in)
   provided by operating activities:
     Cumulative effect of changes in
       accounting principles, net of tax  (2,621,344)           -            -
     Losses and settlement expenses ....   8,010,617   33,143,232    7,571,843
     Unearned premiums .................     650,196    4,122,176    2,472,252
     Other policyholders' funds ........    (840,604)     880,866     (217,686)
     Deferred policy acquisition costs       413,967   (2,189,375)    (523,277)
     Indebtedness of related party .....  (8,639,436)   2,261,884   (5,269,702)
     Accrued investment income .........    (242,595)    (168,511)      29,659
     Accrued income taxes:
       Current .........................    (118,000)  (2,390,000)     951,000
       Deferred ........................     (18,027)  (1,501,430)    (781,719)
     Provision for amortization ........     (23,072)      23,660       65,284
     Realized investment gains .........    (684,445)    (384,283)     (64,418)
     Postretirement benefits ...........     255,782            -            -
     Reinsurance receivables ...........   9,389,384  (12,828,945)   3,004,446
     Prepaid reinsurance premiums ......     805,733     (945,813)     (61,779)
     Amortization of deferred income ...    (259,217)           -            -
     Other, net ........................     225,040    1,184,844     (961,824)
                                         -----------  -----------  -----------
                                           6,303,979   21,208,305    6,214,079
     Cash (used in) provided by the
       change in the property and
       casualty insurance subsidiaries'
       pooling agreement (note 2) ......  (4,426,945)  29,402,411            -
 
     Cash used in the commutation of
       two reinsurance contracts under
       the reinsurance subsidiary's
       quota share agreement (note 2) .. (20,425,955)           -            -
                                         -----------  -----------  -----------
         Total adjustment .............. (18,548,921)  50,610,716    6,214,079
                                         -----------  -----------  -----------
           Net cash (used in) provided
             by operating activities ... $(8,793,542) $50,826,408  $13,521,900
                                         -----------  -----------  -----------
                                       51
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                Consolidated Statements of Cash Flows, continued
 
 
                                               Year ended December 31,
                                      ----------------------------------------
                                          1993          1992          1991
                                      ------------  ------------  ------------
Cash flows from investing activities:
  Purchases of fixed maturities ..... $(55,851,708) $(62,701,348) $(35,475,949)
  Maturities of fixed maturities ....   57,329,956    37,285,914    31,844,948
  Sale of equity securities .........    1,043,068             -             -
  Purchases of short-term investments (308,953,569) (357,300,319) (163,308,142)
  Sales of short-term investments ...  317,122,024   337,456,332   141,779,010
  Sale of life subsidiary ...........            -       474,356    15,500,000
                                      ------------  ------------  ------------
         Net cash provided by (used
           in) investing activities     10,689,771   (44,785,065)   (9,660,133)
                                      ------------  ------------  ------------
 
Cash flows from financing activities:
  Issuance of common stock ..........      331,568       748,405       550,023
  Dividends paid to
    stockholders (note 6(c)) ........   (3,443,465)   (5,103,890)   (5,081,607)
  Purchase of treasury stock, net ...     (118,641)     (278,241)     (399,107)
                                      ------------  ------------  ------------
         Net cash used in financing
           activities ...............   (3,230,538)   (4,633,726)   (4,930,691)
                                      ------------  ------------  ------------
Net (decrease) increase in cash .....   (1,334,309)    1,407,617    (1,068,924)
 
Cash at beginning of year ...........    2,009,512       601,895     1,670,819
                                      ------------  ------------  ------------
Cash at end of year ................. $    675,203  $  2,009,512  $    601,895
                                      ============  ============  ============
 
Income taxes paid ................... $  4,656,213  $  4,650,795  $  2,954,736
Interest paid .......................        1,696       387,351        15,874
 
See accompanying Notes to Consolidated Financial Statements.
                                       52
<PAGE>
                  EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                  Notes to Consolidated Financial Statements
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
 
     EMC Insurance Group Inc., an approximately 67 percent owned subsidiary of
Employers Mutual Casualty Company (Employers Mutual), is an insurance holding
company with operations in property and casualty insurance, reinsurance,
nonstandard risk automobile insurance and excess and surplus lines insurance
management.  EMC Insurance Group Inc. and its subsidiaries are referred to
herein as the "Company".
 
     The Company's subsidiaries include EMCASCO Insurance Company, Illinois
EMCASCO Insurance Company, Dakota Fire Insurance Company, EMC Reinsurance
Company, Farm and City Insurance Company and EMC Underwriters, Ltd.
 
     The Company sold its life insurance subsidiary to Employers Mutual on
December 31, 1991.  All information presented in this report reflects the life
segment as a discontinued operation (see note 5).
 
     The consolidated financial statements have been prepared on the basis of
generally accepted accounting principles (GAAP) which differ in some respects
from those followed in reports to insurance regulatory authorities.  All
significant intercompany balances and transactions have been eliminated.
 
PROPERTY AND CASUALTY INSURANCE, REINSURANCE AND NONSTANDARD RISK AUTOMOBILE
  INSURANCE OPERATIONS
 
     Premiums are recognized as revenue ratably over the terms of the
respective policies.  Effective January 1, 1993, the property and casualty
insurance subsidiaries changed their method of calculating unearned premiums
from the monthly pro rata method to the daily pro rata method.  The property
and casualty insurance subsidiaries changed their accounting method because of
management's belief that the new method provides for a more accurate matching
of revenues and expenses over the terms of the underlying insurance policies.
This change resulted in a cumulative increase in unearned premiums of
$1,109,799 and a decrease in income of $807,933 ($.08 per share), net of income
tax benefits of $301,866.
 
     Certain costs of acquiring new business, principally commissions, premium
taxes and variable underwriting expenses, have been deferred.  Such costs are
being amortized as premium revenue is recognized.  The method followed in
computing deferred policy acquisition costs limits the amount of such deferred
costs to their estimated realizable value, which gives effect to the premium to
be earned, related investment income, losses and loss settlement expenses and
certain other costs expected to be incurred as the premium is earned.
 
     Unpaid losses and settlement expenses are based on estimates of reported
and unreported claims and related settlement expenses.  Changes in estimates
are reflected in current operating results.  The provisions for losses and
settlement expenses are considered adequate to cover the ultimate net cost of
losses and claims incurred to date net of estimated salvage and subrogation
recoverable.  Since the provisions are necessarily based on estimates, the
ultimate liability may be more or less than such provisions.
                                       53
<PAGE>
                  EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
             Notes to Consolidated Financial Statements, Continued
 
EXCESS AND SURPLUS LINES OPERATIONS
 
     Income is derived from fees and commissions which are realized when
earned.  Costs of doing business are expensed as incurred.
 
REINSURANCE CEDED
 
     Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 113 (SFAS 113), "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts".  SFAS 113 requires
a gross (rather than net) balance sheet presentation for ceded reinsurance
amounts and addresses the recognition of gain or loss resulting from
reinsurance transactions and appropriate financial statement disclosure of
reinsurance activities.  Ceded reinsurance amounts previously reported on a net
basis in the December 31, 1992 consolidated financial statements have been
reclassified for comparative purposes.  Assets and liabilities increased
$20,074,607 and $28,891,424 at December 31, 1993 and 1992, respectively, as a
result of the gross-up of ceded balances related to reinsurance receivables on
losses and settlement expenses and prepaid reinsurance premiums.  Adoption of
this statement had no effect on the income of the Company.
 
INVESTMENTS
 
     Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards No. 115 (SFAS 115) "Accounting for Certain Investments in
Debt and Equity Securities."  SFAS 115 requires that investments in all debt
securities and those equity securities with readily determinable market values
be classified into one of three categories: held-to-maturity, trading or
available-for-sale.  Classification of investments is based upon management's
current intent.  Debt securities which management has a positive intent and
ability to hold until maturity are classified as securities held-to-maturity
and are carried at amortized cost.  Unrealized holding gains and losses on
securities held-to-maturity are not reflected in the consolidated financial
statements.  Debt and equity securities that are purchased for short-term
resale are classified as trading securities.  Trading securities are carried at
market value, with unrealized holding gains and losses included in earnings.
All other debt and equity securities not included in the above two categories
are classified as securities available-for-sale.  Securities available-for-sale
are carried at market value, with unrealized holding gains and losses reported
as a separate component of stockholders' equity, net of tax.  At December 31,
1993 the Company did not have any investments categorized as trading
securities.  Adoption of this statement had no effect on the income of the
Company.
 
     Prior to December 31, 1993, investments in fixed maturities were carried
at amortized cost, equity securities were carried at market value and short-
term investments were carried at cost.  Changes in unrealized holding gains and
losses resulting from the revaluation of equity securities were reported as
direct increases and decreases in stockholders' equity.  Unrealized holding
gains and losses on fixed maturities and short-term investments were not
recognized in the consolidated financial statements.
                                       54
<PAGE>
                  EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
             Notes to Consolidated Financial Statements, Continued
 
     The Company's carrying value for investments in the held-to-maturity and
available-for-sale categories is reduced to its estimated realizable value if a
decline in the market value is deemed other than temporary.  Such reductions in
carrying value are recognized as realized losses and charged to income.
Premiums and discounts on debt securities are amortized over the life of the
security as an adjustment to yield using the effective interest method.
Realized gains and losses on disposition of investments are included in net
income.  The cost of investments sold is determined on the first-in, first-out
method.  Included in investments at December 31, 1993 and 1992 are securities
on deposit with various regulatory authorities as required by law amounting to
$11,329,402 and $10,774,732, respectively.
 
PENSION COSTS
 
     Net periodic pension cost relating to the Company's employee participation
in Employers Mutual's Retirement Plan is computed on the basis of Statement of
Financial Accounting Standards No. 87, "Employers' Accounting for Pensions",
and includes the following components:  service cost, interest cost, actual
return on assets for the period and amortization of unrealized gain/loss from
past experience.  It is the Company's policy to fund pension costs according to
regulations provided under the Internal Revenue Code. Assets held in the Plan
are a mix of equity, debt and guaranteed interest securities.
 
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106 (SFAS 106), "Employers' Accounting for
Postretirement Benefits Other Than Pensions".  Under SFAS 106, the cost of
postretirement benefits other than pensions must be recognized on an accrual
basis as employees perform services to earn the benefits.  Prior to 1993, the
cost of retiree health care and life insurance benefits were recognized as
expenses when paid.
 
INCOME TAXES
 
     The Company files a consolidated Federal income tax return with its
subsidiaries.  Consolidated income taxes/benefit are allocated among the
entities based upon separate tax liabilities.
 
     Deferred income taxes are provided for temporary differences between
financial statement carrying values of assets and liabilities and their
respective tax bases.  Effective January 1, 1993, the Company adopted Statement
of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income
Taxes".  Under SFAS 109, deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carryforwards, and then
a valuation allowance is established to reduce that deferred tax asset if it is
"more likely than not" that the related tax benefits will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.  The effect on deferred
tax assets and liabilities from a change in tax rates is recognized in income
in the period that includes the enactment date.  Prior to 1993, the Company
computed deferred income taxes in accordance with Statement of Financial
Accounting Standards No. 96.
                                       55
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
EARNINGS PER SHARE
 
     Earnings per common share are computed by dividing earnings by the
weighted average number of common shares outstanding during each year.
 
INTANGIBLE ASSETS
 
     Goodwill, which represents the excess of cost over the fair value of net
assets of acquired subsidiaries, is being amortized on a straight-line basis
over 25 years.
 
RECLASSIFICATIONS
 
     Certain amounts previously reported in prior years' consolidated financial
statements have been reclassified to conform to current year presentation.
 
2. AFFILIATION AND TRANSACTIONS WITH AFFILIATES
 
Property and Casualty Insurance Subsidiaries
 
     The three property and casualty insurance subsidiaries of the Company and
two subsidiaries of Employers Mutual are parties to reinsurance pooling
agreements with Employers Mutual (collectively the "pooling agreement").  Under
the terms of the pooling agreement, each company cedes to Employers Mutual all
of its insurance business and assumes from Employers Mutual an amount equal to
its participation in the pool.  All losses, settlement expenses and other
underwriting and administrative expenses are prorated among the parties on the
basis of participation in the pool.  The investment programs and income tax
liabilities of the pool participants are not subject to the pooling agreement.
 
     Effective January 1, 1992, the aggregate participation of the property and
casualty insurance subsidiaries was increased to 22 percent from 17 percent. In
connection with this change in pool participation, the Company's liabilities
increased $31,427,861 and invested assets increased $29,402,411.  The Company
reimbursed Employers Mutual $2,025,450 for commissions incurred to generate
this business.
 
     Employers Mutual voluntarily assumes reinsurance from nonaffiliated
insurance companies and cedes 95 percent of this business to the Company's
reinsurance subsidiary, exclusive of certain reinsurance contracts.  Amounts
not ceded to the reinsurance subsidiary have historically been retained by
Employers Mutual and have been subject to cession to the pool members.  Under
the terms of the pooling agreement, the property and casualty insurance
subsidiaries had a 22 percent (17 percent in 1991) participation in the amounts
assumed from these nonaffiliated companies.
 
     Effective January 1, 1993, the pooling agreement was amended so that the
voluntary assumed reinsurance business written by Employers Mutual is no longer
subject to cession to the pool members.  As a result, amounts assumed from
nonaffiliates have declined from amounts assumed in prior years.  In connection
with this change in the pooling agreement, the Company's liabilities decreased
$4,470,204 and invested assets decreased $4,426,945. Employers Mutual
reimbursed the Company $43,259 for commissions incurred to generate this
business.
                                       56
<PAGE>
                  EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
             Notes to Consolidated Financial Statements, Continued
 
Reinsurance Subsidiary
 
     As noted above, the reinsurance subsidiary assumes a 95 percent quota
share portion of Employers Mutual's assumed reinsurance business, exclusive of
certain reinsurance contracts.  The reinsurance subsidiary receives 95 percent
of all premiums and assumes 95 percent of all related losses and settlement
expenses of this business.  The reinsurance subsidiary does not reinsure any of
Employers Mutual's direct insurance business, nor any "involuntary" facility or
pool business that Employers Mutual assumes pursuant to state law.  In
addition, the reinsurance subsidiary is not liable for credit risk in
connection with the insolvency of any reinsurers of Employers Mutual.
 
     Effective January 1, 1993, the quota share agreement was amended so that
losses in excess of $1,000,000 per event are retained by Employers Mutual.  EMC
Re pays an annual override commission to Employers Mutual for this additional
protection, which totaled $1,808,527 in 1993.  Employers Mutual retained
$615,000 of losses under this agreement in 1993.
 
     Effective June 30, 1993, Employers Mutual commuted the portion of the
quota share agreement that pertains to a casualty pool that is in a run-off
position.  In connection with this change in the quota share agreement, the
Company's liabilities decreased $19,783,037 and invested assets decreased
$17,806,179.  The reserve discount amount of $1,976,858 was recorded as
deferred income and is being amortized into operations over the estimated
settlement period of the reserves, which is ten years.  During 1993, $259,217
was recognized as income.
 
     Effective October 31, 1993, Employers Mutual commuted the portion of the
quota share agreement that pertains to a voluntary pool that handles large
"highly protected" risks.  This pool has experienced deteriorating underwriting
results over the last several years and Employers Mutual is presently
considering whether to continue its participation in the pool beyond 1994.  In
connection with this change in the quota share agreement, the Company's
liabilities decreased $3,827,201 and invested assets decreased $2,619,776.
Employers Mutual reimbursed the Company $1,207,425 for commissions incurred to
generate this business.  No reserve discount was calculated as this business
involves short-tail property coverage.
 
     Premiums assumed by the reinsurance subsidiary from Employers Mutual
amounted to $34,445,978, $35,777,710 and $29,291,685 in 1993, 1992 and 1991,
respectively.  It is customary in the reinsurance business for the assuming
company to compensate the ceding company for the acquisition expenses it
incurred in the generation of the business.  Commissions paid by the
reinsurance subsidiary to Employers Mutual amounted to $8,979,309, $10,242,650
and $8,873,078 in 1993, 1992 and 1991, respectively.
 
     In conjunction with the change in the quota share agreement noted above,
the reinsurance subsidiary terminated its catastrophe reinsurance treaty with
Employers Mutual.  This treaty paid losses in excess of $1,000,000 resulting
from any one catastrophe, subject to a maximum loss of $3,000,000.  Maximum
recovery was limited to $6,000,000.  Ceded reinsurance on the books at December
31, 1992 is being allowed to run-off.  The reinsurance subsidiary recovered
$306,250, $4,125,000 and $485,000 under this treaty and paid reinstatement
premiums of $0, $1,033,330 and $47,025 in 1993, 1992 and 1991, respectively.
Total premiums paid to Employers Mutual amounted to $0, $2,253,579 and
$1,332,957 in 1993, 1992 and 1991, respectively.
                                       57
<PAGE>
                  EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
             Notes to Consolidated Financial Statements, Continued
 
     The reinsurance subsidiary has an aggregate excess of loss treaty with
Employers Mutual which provides protection from a large accumulation of
retentions resulting from multiple catastrophes in any one calendar year.  The
coverage provided is $2,000,000 excess of $2,500,000 ($2,000,000 in 1991)
aggregate losses retained, excess of $200,000 per event.  Maximum recovery is
limited to $4,000,000 per accident year.  EMC Re recovered $143,501, $4,221,444
and $607,306 under this treaty and paid reinstatement premiums of $208,470,
$744,561 and $0 in 1993, 1992 and 1991, respectively.  Total premiums paid to
Employers Mutual amounted to $708,445, $1,124,561 and $320,000 in 1993, 1992
and 1991, respectively.
 
Nonstandard Risk Automobile Insurance Subsidiary
 
     The nonstandard risk automobile insurance subsidiary has a reinsurance
treaty on an excess of loss basis with Employers Mutual which provides
reinsurance for 100 percent of each loss in excess of $100,000, up to
$1,000,000.  No recoveries have been made under this treaty.  Premiums paid to
Employers Mutual amounted to $42,065, $35,377 and $34,827 in 1993, 1992 and
1991, respectively.
 
3. REINSURANCE CEDED
 
     The parties to the pooling agreement cede insurance business to other
insurers in the ordinary course of business for the purpose of limiting their
maximum loss exposure through diversification of their risks.  In its
consolidated financial statements, the Company treats risks to the extent they
are reinsured as though they were risks for which the Company is not liable.
Insurance ceded by the pool participants does not relieve their primary
liability as the originating insurers.  Employers Mutual evaluates the
financial condition of the reinsurers of the parties to the pooling agreement
and monitors concentrations of credit risk arising from similar geographic
regions, activities, or economic characteristics of the reinsurers to minimize
exposure to significant losses from reinsurer insolvencies.  The parties to the
pooling agreement also assume insurance from involuntary pools and associations
in conjunction with direct business written in various states.
 
     Prior to 1993, the reinsurance subsidiary ceded reinsurance business to
Employers Mutual and other nonaffiliated reinsurers in the ordinary course of
business for the purpose of limiting its maximum loss exposure.  Effective
January 1, 1993, the quota share agreement with Employers Mutual was amended so
that losses in excess of $1,000,000 per event are retained by Employers Mutual.
In conjunction with this change in the quota share agreement, the reinsurance
subsidiary terminated its catastrophe reinsurance contracts with Employers
Mutual and the nonaffiliated reinsurers.  Effective January 1, 1993, the
reinsurance subsidiary no longer cedes reinsurance to unaffiliated reinsurers
and only cedes reinsurance to Employers Mutual under an aggregate "excess of
loss" treaty.  As a result, reinsurance receivables and prepaid reinsurance
premiums for the Company have decreased from prior year amounts.  Ceded
reinsurance on the books at December 31, 1992 is being allowed to run-off.
                                       58
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     As of December 31, 1993, deductions for reinsurance ceded to two
unaffiliated reinsurers aggregated $12,191,018, which represented a significant
portion of the total prepaid reinsurance premiums and reinsurance receivables
for losses and settlement expenses.  These amounts reflect the property and
casualty insurance subsidiaries' pool participation percentage of amounts ceded
by Employers Mutual to these organizations in connection with its role as
"service carrier".  Under these arrangements, Employers Mutual writes business
for these organizations on a direct basis and then cedes 100 percent of this
business to these organizations.  Credit risk associated with these amounts is
minimal as all companies writing direct business in the states that participate
in these organizations are responsible for the liabilities of such
organizations on a pro rata basis.
 
     The effect of reinsurance on premiums written and earned and losses and
settlement expenses incurred for the years ended December 31, 1993, 1992 and
1991 is presented below.  Amounts for the year ended December 31, 1993 reflect
(1) the change in the property and casualty insurance subsidiaries' pooling
agreement whereby effective January 1, 1993, the voluntary assumed reinsurance
business written by Employers Mutual is no longer subject to cession to the
pool members and (2) the change in the reinsurance subsidiary's quota share
agreement whereby effective January 1, 1993, losses in excess of $1,000,000 per
event are retained by Employers Mutual and the reinsurance subsidiary therefore
no longer purchases catastrophe protection (see note 2).
 
                                              Year ended December 31,
                                     ----------------------------------------
                                         1993          1992          1991
                                     ------------  ------------  ------------
Premiums written
    Direct ......................... $135,277,129  $138,829,576  $139,292,883
    Assumed from nonaffiliates .....    6,636,942    16,467,613     9,477,850
    Assumed from affiliates ........  147,620,705   150,070,741   108,847,230
    Ceded to nonaffiliates .........  (10,701,482)  (17,721,207)  (11,113,238)
    Ceded to affiliates ............ (120,898,914) (129,826,840) (130,675,014)
                                     ------------  ------------  ------------
      Net premiums written ......... $157,934,380  $157,819,883  $115,829,711
                                     ============  ============  ============
Premiums earned
    Direct ......................... $137,141,457  $142,391,771  $134,675,865
    Assumed from nonaffiliates .....    6,758,364    14,980,642     9,056,890
    Assumed from affiliates ........  148,366,487   140,442,245   106,783,050
    Ceded to nonaffiliates .........  (11,507,217)  (16,775,394)  (11,051,459)
    Ceded to affiliates ............ (124,321,553) (133,628,977) (126,045,108)
                                     ------------  ------------  ------------
      Net premiums earned .......... $156,437,538  $147,410,287  $113,419,238
                                     ============  ============  ============
Losses and settlement expenses
  incurred
    Direct ......................... $ 97,842,980  $112,579,261  $101,910,680
    Assumed from nonaffiliates .....    6,575,099    17,415,319     8,671,495
    Assumed from affiliates ........  107,369,274   114,359,445    77,845,953
    Ceded to nonaffiliates .........   (5,845,414)  (16,862,082)   (4,735,272)
    Ceded to affiliates ............  (85,586,640) (105,404,110)  (95,587,937)
                                     ------------  ------------  ------------
      Net losses and settlement
        expenses incurred .......... $120,355,299  $122,087,833  $ 88,104,919
                                     ============  ============  ============
                                       59
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
4. REINSURANCE ASSUMED
 
     The parties to the pooling agreement have historically recorded amounts
assumed from the National Workers' Compensation Reinsurance Pool on a net
basis.  Under this approach, reserves for outstanding losses and unearned
premiums were reported as liabilities under "Indebtedness to Related Party" in
the Company's consolidated financial statements.  Effective December 31, 1993,
the parties to the pooling agreement began recording these amounts as
outstanding losses and unearned premiums.  As a result, outstanding losses
increased $11,436,543, unearned premiums increased $1,711,288 and indebtedness
to related party decreased $13,147,831.  There was no income effect from this
reclassification.  Prior year consolidated financial statements have been
restated for comparative purposes.
 
5. DISCONTINUED OPERATIONS
 
     On December 31, 1991 the Company's life insurance subsidiary was sold to
Employers Mutual pursuant to a stock acquisition agreement dated December 9,
1991.  The Company received $15,500,000 in cash on December 31, 1991 with final
settlement of $474,356 on March 2, 1992 based on the GAAP book value on
December 31, 1991, which totaled $15,974,356.  No income statement gain was
recognized on the sale.
 
     The consolidated financial statements report the life segment's results as
discontinued operations on a separate line in the 1991 statement of income.
Income from discontinued operations is net of applicable income tax benefit of
$150,939.
 
6. COMMON STOCK
 
(a) EMPLOYEE STOCK PURCHASE PLANS
 
1987 Employee Stock Purchase Plan
 
     Under the Employers Mutual 1987 Employee Stock Purchase Plan, Employers
Mutual could purchase up to 200,000 shares of EMC Insurance Group Inc. common
stock for resale to eligible employees.  The plan provided for two option
periods each calendar year; from January 1 until the last business day of June,
and from July 1 until the last business day of December, with the last business
day in each option period being the option exercise date.  Any employee who was
employed by Employers Mutual, its affiliates, or its subsidiaries on the first
day of the month immediately preceding any option period was eligible to
participate in the plan.  Eligible employees could elect to participate in the
plan either through payroll deduction or by lump sum contributions, but in no
case could the participation level exceed 10 percent of the employee's base
annual compensation amount.  The option price was 85 percent of the fair market
value of the stock on the exercise date.  The plan was terminated in August of
1993 and the remaining shares were deregistered.  For the first option period
of 1993, 101 employees participated in the plan and exercised a total of 10,706
options at a price of $8.08.  Activity under the plan was as follows:
                                       60
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
                                                    Year ended December 31,
                                                  ---------------------------
                                                    1993      1992      1991
                                                  -------   -------   -------
Shares available for purchase, beginning of year   55,720    85,765   110,564
  Shares purchased under plan ................... (10,706)  (30,045)  (24,799)
  Shares deregistered ........................... (45,014)        -         -
                                                  -------   -------   -------
Shares available for purchase, end of year ......       -    55,720    85,765
                                                  =======   =======   =======
 
1993 Employee Stock Purchase Plan
 
     On February 12, 1993, the Company filed a registration statement with the
Securities and Exchange Commission authorizing the issuance of up to 500,000
shares of the Company's common stock for use in the Employers Mutual Casualty
Company 1993 Employee Stock Purchase Plan.  The plan provides for two option
periods each calendar year; from January 1 until the last business day of June,
and from July 1 until the last business day of December, with the last business
day in each option period being the option exercise date.  Any employee who is
employed by Employers Mutual, its affiliates, or its subsidiaries on the first
day of the month immediately preceding any option period is eligible to
participate in the plan.  Eligible employees may elect to participate in the
plan either through payroll deduction or by lump sum contributions, but in no
case can the participation level exceed 10 percent of the employee's base
annual compensation amount.  The option price is 85 percent of the fair market
value of the stock on the exercise date.  Upon exercise of an option, the
Company shall issue a stock certificate evidencing the ownership of the
participant in the shares of stock so purchased.  The certificate, however,
will be held in custody by the stock transfer agent for a period of one year
from the exercise date.  During such one year period, the participant shall
have the rights and privileges of a shareholder, including the right to vote,
to receive dividends, and to have such shares participate in the dividend
reinvestment and common stock purchase plan.  However, the participant shall
not be able to sell, transfer, assign, pledge or otherwise encumber or dispose
of such shares during such one year period.  Upon expiration of the one year
period or upon any earlier termination of employment of the participant for
any reason, including death, such participant shall, within thirty days of such
expiration or termination, receive the stock certificate(s) evidencing his or
her shares of stock.  The plan is administered by the Board of Directors of
Employers Mutual and the Board has the right to amend or terminate the plan at
any time; however, no such amendment or termination shall adversely affect the
rights and privileges of participants with unexercised options.  For the second
option period of 1993, 104 employees participated in the plan and exercised a
total of 13,454 options at a price of $8.19.  Activity under the plan was as
follows:
 
                                                             Year ended
                                                            December 31,
                                                                1993
                                                            ------------
Shares available for purchase, beginning of year ..........            -
  Shares registered for use in plan .......................      500,000
  Shares purchased under plan .............................      (13,454)
                                                            ------------
Shares available for purchase, end of year ................      486,546
                                                            ============
                                       61
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
(b) 1993 NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
 
     On February 12, 1993, the Company filed a registration statement with the
Securities and Exchange Commission authorizing the issuance of up to 200,000
shares of the Company's common stock for use in the 1993 Employers Mutual
Casualty Company Non-Employee Director Stock Purchase Plan.  All non-employee
directors of Employers Mutual and its subsidiaries and affiliates who are not
serving on the "Disinterested Director Committee" of Employers Mutual's Board
of Directors (the "Board") as of the beginning of the option period are
eligible for participation in the plan.  The option period is from the date of
each eligible director's respective Annual Meeting to the day immediately prior
to the next and subsequent Annual Meeting.  Each eligible director is granted
an option at the beginning of the option period to purchase stock at an option
price equal to 75 percent of the fair market value of the stock on the option
exercise date.  The option may be exercised anytime during the option period.
An eligible director can purchase shares of common stock in an amount equal to
a minimum of 25 percent to a maximum of 100 percent of their annual cash
retainer.  Eligible directors may not have sold any of the Company's common
stock in the six month period preceding the exercise date and may not sell any
shares of the Company's common stock in the six month period following the
exercise of an option.  The plan is administered by the Disinterested Director
Committee of the Board. The Board may amend or terminate the plan at any time;
however, no such amendment or termination shall adversely affect the rights and
privileges of participants with unexercised options.  The plan will continue
through the option period for options granted at the 2002 Annual Meeting.
During 1993, five directors participated in the plan and exercised a total of
5,952 options at prices ranging from $6.56 to $7.69.  Activity under the plan
was as follows:
 
                                                             Year ended
                                                            December 31,
                                                                1993
                                                            ------------
Shares available for purchase, beginning of year ..........            -
  Shares registered for use in plan .......................      200,000
  Shares purchased under plan .............................       (5,952)
                                                            ------------
Shares available for purchase, end of year ................      194,048
                                                            ============
                                       62
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
 
(c) DIVIDEND REINVESTMENT PLAN
 
     The Company maintains a Dividend Reinvestment and Common Stock Purchase
Plan which provides stockholders with the option of reinvesting cash dividends
in additional shares of the Company's common stock.  Participants may also
purchase additional shares of common stock without incurring broker commissions
by making optional cash contributions to the plan.  Any holder of shares of
common stock is eligible to participate in the plan.  During 1993, Employers
Mutual elected to participate in the Dividend Reinvestment Plan by reinvesting
50 percent of its dividends in additional shares of the Company's common stock.
Activity under the plan was as follows:
 
                                                    Year ended December 31,
                                                   -------------------------
                                                    1993     1992     1991
                                                   -------  -------  -------
Shares available for purchase, beginning of year   955,069  973,901  991,575
  Shares purchased under plan ................... (186,187) (18,832) (17,674)
                                                   -------  -------  -------
Shares available for purchase, end of year ......  768,882  955,069  973,901
                                                   =======  =======  =======
Range of purchase prices ........................   $10.00    $8.00    $8.50
                                                      to       to       to
                                                    $10.25   $10.25    $9.50
 
(d) TREASURY STOCK
 
     The Company from time to time repurchases shares of its outstanding common
stock in the open market or through negotiated purchases for the purpose of
providing shares for use in the Company's Dividend Reinvestment and Common
Stock Purchase Plan.  The Company repurchased 7,000 shares and 10,000 shares
for this purpose during 1992 and 1991 at an average cost of $10.47 and $9.00,
respectively.  The Company also repurchases shares of its outstanding common
stock in connection with the issuance of new shares under Employers Mutual's
stock option plans.
 
Treasury stock activity was as follows:
                                                    Year ended December 31,
                                                   -------------------------
                                                     1993     1992     1991
                                                   -------  -------  -------
Treasury shares, beginning of year ...............  49,392   36,685    8,863
   Repurchased shares ............................  12,568   31,539   45,496
   Reissued shares ............................... (53,870) (18,832) (17,674)
                                                   -------  -------  -------
Treasury shares, end of year .....................   8,090   49,392   36,685
                                                   =======  =======  =======
Average cost ..................................... $ 10.06  $  9.79  $  9.31
                                                   =======  =======  =======
Gain (loss) on sale .............................. $23,261  $  (485) $14,887
                                                   =======  =======  =======
                                       63
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
7. STOCK OPTIONS
 
     During 1993, Employers Mutual maintained three separate stock option plans
which utilize the common stock of the Company.  The Company receives the
current fair market value for any shares issued under the plans and all costs
of the plans are borne by Employers Mutual or the company employing the
individual optionees.
 
(a) 1979 STOCK OPTION PLAN
 
     Under Employers Mutual's 1979 Stock Option Plan, 480,000 shares of the
Company's common stock were reserved for issuance to certain  officers and key
management employees of Employers Mutual and its subsidiaries as determined by
its Board of Directors.  Options were granted to 37 individuals.  For the one
remaining eligible participant at February 21, 1994 the option price is the
greater of statutory book value or fair market value at the date of grant,
which was $6.38 per share and which must be exercised by no  later than March
14, 1994.  The period for granting options under the plan expired on March 31,
1984.  Options granted vest at an annual rate of 10 percent on a cumulative
basis.  Upon death, retirement, or permanent disability, all options granted
become exercisable.  During 1993, 960 options were exercised at a price of
$6.38.  Stock options under the plan were as follows:
                                                Year ended December 31,
                                                ------------------------
                                                 1993     1992     1991
                                                ------   ------   ------
    Outstanding, beginning of year ............  5,760   44,440   74,290
       Exercised ..............................   (960) (38,200) (29,850)
       Expired ................................      -     (480)       -
                                                ------  -------  -------
    Outstanding, end of year ..................  4,800    5,760   44,440
                                                ======  =======  =======
    Shares exercisable, end of year ...........  4,800    3,840   40,600
                                                ======  =======  =======
 
(b) 1982 INCENTIVE STOCK OPTION PLAN
 
     Under the terms of Employers Mutual's 1982 Incentive Stock Option Plan,
600,000 shares of the Company's common stock were reserved for issuance to
officers and key employees of Employers Mutual and its subsidiaries.  The Board
of Directors of Employers Mutual is the administrator of the plan.  Options
have been granted to 57 individuals.  For the 35 remaining eligible
participants at February 21, 1994, the option price is the fair market value at
dates of grant ranging from $7.81 to $10.25 per share.  Options granted under
the plan are for a term of two to ten years.  Each option shall have a vesting
period of two, three, four or five years, with such vesting to commence one
year from the date of grant, except in the event of termination of employment
when all such granted options are exercisable within three, six or twelve
months depending upon the circumstances of such termination.  The period for
granting options under the plan expired on August 30, 1992.  Once granted, the
period for exercising the options can not exceed ten years from date of grant.
The option price was determined by the Board of Directors but could not be less
than the fair market value of the stock on the date of grant.  During 1993,
24,820 options were exercised at prices ranging from $6.88 to $8.75.  Stock
options under the plan were as follows:
                                       64
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
                                                Year ended December 31,
                                            -------------------------------
                                             1993        1992        1991
                                            -------     -------     -------
Outstanding, beginning of year ............ 387,093     447,393     431,193
    Granted ...............................       -      82,900      62,500
    Exercised ............................. (24,820)    (58,540)    (41,300)
    Expired ............................... (10,200)    (84,660)     (5,000)
                                            -------     -------     -------
Outstanding, end of year .................. 352,073     387,093     447,393
                                            =======     =======     =======
Shares exercisable, end of year ........... 214,680     168,082     195,644
                                            =======     =======     =======
 
(c) 1993 INCENTIVE STOCK OPTION PLAN
 
     On February 12, 1993 the Company filed a registration statement with the
Securities and Exchange Commission authorizing the issuance of up to 500,000
shares of the Company's common stock for use in the 1993 Employers Mutual
Casualty Company Incentive Stock Option Plan.  Options granted under the plan
will be for a term of two to ten years.  Each option shall have a vesting
period of two, three, four or five years, with such vesting to commence one
year from the date of grant, with the exception of an option with a two year
vesting period for which the vesting period shall commence on the date of
grant.  The time limit for granting options under the plan is December 31,
2002.  The Senior Executive Compensation and Stock Option Committee of
Employers Mutual's Board of Directors is the administrator of the plan.
Options have been granted to 52 individuals under the plan.  For the 51
eligible participants at February 21, 1994, the option price is the fair market
value at dates of grant ranging from $9.38 to $9.56 per share.  Option prices
are determined by the Committee but can not be less than the fair market value
of the stock on the date of grant.  During 1993, 163,650 options were granted
to eligible participants and no options were exercised.  Stock options under
the plan were as follows:
                                                             Year ended
                                                            December 31,
                                                                1993
                                                            ------------
Outstanding, beginning of year ............................            -
  Granted .................................................      163,650
  Exercised ...............................................            -
  Expired .................................................       (2,500)
                                                            ------------
Outstanding, end of year ..................................      161,150
                                                            ============
Shares exercisable, end of year ...........................            -
                                                            ============
                                       65
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
(8) RETAINED EARNINGS
 
     Retained earnings of the Company's insurance subsidiaries available for
distribution as dividends to EMC Insurance Group Inc. are limited by law to the
statutory unassigned surplus of each of the subsidiaries as of the previous
December 31, as determined in accordance with accounting practices prescribed
by insurance regulatory authorities of the state of domicile of each
subsidiary.  Subject to this limitation, the maximum dividend that may be paid
by Iowa corporations without prior approval of the insurance regulatory
authorities is restricted to the greater of 10 percent of statutory surplus as
regards policyholders as of the preceding December 31, or net income of the
preceding calendar year on a statutory basis.  Both Illinois and North Dakota
impose restrictions which are similar to those of Iowa on the payment of
extraordinary dividends and distributions.  At December 31, 1993, $10,113,818
was available for distribution in 1994 to EMC Insurance Group Inc. without
prior approval.
 
     Illinois and North Dakota are currently exploring changes to the
definition of extraordinary dividends; however, no legislation has been
finalized at this time.
 
     Statutory policyholders' surplus of the Company's insurance subsidiaries
was $78,681,248 and $73,638,088 at December 31, 1993 and 1992, respectively.
Statutory net income (loss) of the Company's insurance subsidiaries was
$8,788,458, ($3,960,393) and $4,852,271 for the three years ended December 31,
1993.
 
     The Company contributed $10,000,000 of the proceeds received from the sale
of the life subsidiary to increase the surplus of the property and casualty
insurance subsidiaries in 1992 in connection with the increase in the pool
participation.  The Company contributed $3,000,000 to the surplus of the
reinsurance subsidiary in 1992 in order to retain its status as an authorized
reinsurance company in several states.
                                       66
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
(9)  SEGMENT INCOME
<TABLE>
<CAPTION>
     The Company's operations include the following major segments: property and casualty insurance, reinsurance,
nonstandard risk automobile insurance and excess and surplus lines insurance management.  No single source
accounted for 10 percent or more of consolidated revenues.  Summarized financial information for these segments is
as follows:
                                                                   Net      Realized             Operating
                                    Premiums    Underwriting    Investment   Gains      Other     Income
                                     Earned      Gain (Loss)      Income    (Losses)   Income     (Loss)        Assets
                                  ------------  ------------   -----------  --------  --------  -----------  ------------
<S>                               <C>           <C>            <C>          <C>       <C>       <C>          <C>




Year Ended December 31, 1993
  Property and casualty insurance $109,584,986  $ (3,812,671)  $13,242,584  $405,193  $      -  $ 9,835,106  $266,070,386
  Reinsurance ...................   33,324,202    (6,040,296)    6,090,294   200,612   259,217      509,827    76,743,953
  Nonstandard risk automobile
    insurance ...................   13,528,350    (2,542,690)    1,165,684   108,640         -   (1,268,366)   20,821,495
  Excess and surplus lines
    insurance management ........            -        36,858        66,564         -         -      103,422     2,765,076
  Parent company ................            -      (345,678)      214,825   (30,000)        -     (160,853)  109,731,870
  Eliminations ..................            -             -             -         -         -            -  (107,197,257)
                                  ------------  ------------   -----------  --------  --------  -----------  ------------
       Consolidated ............. $156,437,538  $(12,704,477)  $20,779,951  $684,445  $259,217  $ 9,019,136  $368,935,523
                                  ============  ============   ===========  ========  ========  ===========  ============
 
Year Ended December 31, 1992
  Property and casualty insurance $109,138,829  $ (7,168,779)  $13,047,540  $285,367  $      -  $ 6,164,128  $265,598,463
  Reinsurance ...................   26,615,180   (11,904,373)    6,763,257    51,649         -   (5,089,467)   98,293,214
  Nonstandard risk automobile
    insurance ...................   11,656,278    (1,992,649)    1,178,748    47,267         -     (766,634)   18,681,308
  Excess and surplus lines
    insurance management ........            -       429,756        66,266         -         -      496,022     2,940,889
  Parent company ................            -      (312,778)      483,786         -         -      171,008   100,995,033
  Eliminations ..................            -             -             -         -         -            -  (113,701,807)
                                  ------------  ------------   -----------  --------  --------  -----------  ------------
       Consolidated ............. $147,410,287  $(20,948,823)  $21,539,597  $384,283  $      -  $   975,057  $372,807,100
                                  ============  ============   ===========  ========  ========  ===========  ============
 
Year Ended December 31, 1991
  Property and casualty insurance $ 78,413,029  $ (5,147,254)  $11,153,452  $ 30,703  $      -  $ 6,036,901  $190,514,870
  Reinsurance ...................   25,009,419    (4,991,158)    7,148,790    28,811         -    2,186,443    88,120,312
  Nonstandard risk automobile
    insurance ...................    9,996,790       110,047     1,329,300     4,904         -    1,444,251    18,132,233
  Excess and surplus lines
    insurance management ........            -       554,984        86,374         -         -      641,358     3,361,866
  Parent company ................            -      (361,192)      484,077         -         -      122,885   105,229,305
  Eliminations ..................            -             -             -         -         -            -   (94,357,375)
                                  ------------  ------------   -----------  --------  --------  -----------  ------------
       Consolidated ............. $113,419,238  $ (9,834,573)  $20,201,993  $ 64,418  $      -  $10,431,838  $311,001,211
                                  ============  ============   ===========  ========  ========  ===========  ============
</TABLE>
                                       67
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
              Notes to Consolidated Financial Statements, Continued
 
(10) INVESTMENTS
 
     As discussed in note 1, Summary of Significant Accounting Policies, the
Company adopted SFAS 115 as of December 31, 1993.  In conjunction with the
adoption of SFAS 115, the Company changed its intent with respect to holding
certain debt securities to maturity and reclassified $61,885,165 of securities
held-to-maturity and $51,196,415 of short-term investments to securities
available-for-sale.  Unrealized holding gains related to this reclassification
increased stockholders' equity by $2,068,451, net of deferred income taxes of
$1,065,565.  Unrealized holding losses associated with equity securities
available-for-sale totaled $19,800, net of defered tax benefits of $10,200.
 
     The amortized cost and estimated market value of securities held-to-
maturity and available-for-sale as of December 31, 1993 are as follows.  The
estimated market value is based on quoted market prices, where available, or
on values obtained from independent pricing services.
 
                                             Gross       Gross      Estimated
                               Amortized   Unrealized  Unrealized    Market
    December 31, 1993            Cost        Gains       Losses       Value
    -----------------        ------------ ----------- ----------- ------------
Securities held-to-maturity:
  U.S. Treasury securities
    and obligations of U.S.
    government corporations
    and agencies ........... $109,895,914 $ 9,931,812 $     (630) $119,827,096
  Obligations of states
    and political
    subdivisions ...........   18,374,003   1,936,083     (2,129)   20,307,957
  Debt securities issued
    by foreign governments        587,060      70,343          -       657,403
  Public utilities .........    8,813,202     336,199       (910)    9,148,491
  Corporate securities .....   17,050,988     819,896       (467)   17,870,417
  Mortgage-backed securities   36,289,456   2,204,777          -    38,494,233
                             ------------ ----------- ----------- ------------
      Total fixed maturity
        securities held-to-
        maturity ........... $191,010,623 $15,299,110 $   (4,136) $206,305,597
                             ============ =========== =========== ============
 
Securities available-for-sale:
  Obligations of states
    and political
    subdivisions ........... $ 58,431,008 $ 3,038,591 $  (74,084) $ 61,395,515
  Other debt securities ....      486,941       4,779     (2,070)      489,650
  Short-term investments ...   51,029,615     166,800          -    51,196,415
                             ------------ ----------- ----------- ------------
      Total fixed maturity
        securities
        available-for-sale   $109,947,564 $ 3,210,170 $  (76,154) $113,081,580
                             ============ =========== =========== ============
      Equity securities
        available-for-sale   $    505,000 $         - $  (30,000) $    475,000
                             ============ =========== =========== ============

                                       68
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     The amortized cost and estimated market value of fixed maturity securities
held-to-maturity and equity securities available-for-sale as of December 31,
1992 are as follows:
 
                                            Gross      Gross       Estimated
                              Amortized  Unrealized  Unrealized      Market
    December 31, 1992            Cost       Gains      Losses        Value
    -----------------       ------------ ----------- ----------- ------------
U.S. Treasury securities
  and obligations of U.S.
  government corporations
  and agencies ............ $144,419,244 $ 9,242,068 $ (281,096) $153,380,216
Obligations of states
  and political
  subdivisions ............   51,188,090   4,393,165    (99,395)   55,481,860
Debt securities issued
  by foreign governments ..      590,502      50,452          -       640,954
Public utilities ..........    9,693,693     191,934    (37,746)    9,847,881
Corporate securities ......   16,560,387     405,443   (183,348)   16,782,482
Mortgage-backed securities    26,983,821   2,500,728       (309)   29,484,240
Other debt securities .....    1,117,121      19,400    (34,659)    1,101,862
                            ------------ ----------- ----------- ------------
    Total fixed maturity
      securities held-to-
      maturity ............ $250,552,858 $16,803,190 $ (636,553) $266,719,495
                            ============ =========== =========== ============
    Equity securities
      available-for-sale .. $  1,560,000 $         - $ (142,000) $  1,418,000
                            ============ =========== =========== ============
 
     The amortized cost and estimated market value of fixed maturity securities
held-to-maturity and available-for-sale at December 31, 1993, by contractual
maturity, are shown below.  Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.
 
                                                                Estimated
                                                Amortized         Market
                                                  Cost            Value
                                              ------------    ------------
Fixed maturity securities held-to-maturity:
  Due in one year or less ................... $ 14,613,909    $ 14,887,469
  Due after one year through five years .....   55,951,990      61,054,939
  Due after five years through ten years ....   73,944,312      80,286,921
  Due after ten years .......................   10,210,956      11,582,035
  Mortgage-backed securities ................   36,289,456      38,494,233
                                              ------------    ------------
    Totals .................................. $191,010,623    $206,305,597
                                              ============    ============
 
Fixed maturity securities available-for-sale:
  Due in one year or less ................... $ 51,429,559    $ 51,599,338
  Due after one year through five years .....   10,168,440      10,476,611
  Due after five years through ten years ....   31,194,883      33,453,428
  Due after ten years .......................   17,154,682      17,552,203
                                              ------------    ------------
    Totals .................................. $109,947,564    $113,081,580
                                              ============    ============
                                       69
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     Proceeds from calls and prepayments of fixed maturity securities and
realized investment gains and losses were as follows:
 
                                               Year ended December 31,
                                        -------------------------------------
                                            1993         1992         1991
                                        -----------  -----------  -----------
Proceeds from calls and prepayments ... $37,579,956  $18,640,915  $ 6,504,948
Gross realized investment gains .......     706,059      388,692       64,514
Gross realized investment losses ......       9,682        4,409           96
 
     A summary of net investment income is as follows:
 
                                               Year ended December 31,
                                        -------------------------------------
                                            1993         1992         1991
                                        -----------  -----------  -----------
Interest on fixed maturities .......... $19,701,641  $19,754,718  $19,297,727
Dividends on equity securities ........      65,065      119,989      124,777
Interest on short-term investments ....   1,602,740    2,172,983    1,110,513
                                        -----------  -----------  -----------
    Total investment income ...........  21,369,446   22,047,690   20,533,017
Investment expense ....................     589,495      508,093      331,024
                                        -----------  -----------  -----------
    Net investment income ............. $20,779,951  $21,539,597  $20,201,993
                                        ===========  ===========  ===========
 
     A summary of realized investment gains (losses) and net changes in
unrealized holding gains (losses) is as follows:
 
                                               Year ended December 31,
                                        -------------------------------------
                                            1993         1992         1991
                                        -----------  -----------  -----------
Realized investment gains (losses):
    Fixed maturities .................. $   696,377  $   384,283  $    64,418
    Equity securities .................     (11,932)           -            -
                                        -----------  -----------  -----------
        Total realized investment gains     684,445      384,283       64,418
    Applicable income taxes ...........    (232,711)    (130,656)     (21,902)
                                        -----------  -----------  -----------
        Net realized investment gains       451,734      253,627       42,516
                                        -----------  -----------  -----------
Net changes in unrealized holding
  gains (losses):
    Fixed maturity securities
      held-to-maturity ................    (871,663)  (2,088,038)  11,501,606
    Fixed maturity securities
      available-for-sale ..............   3,134,016            -            -
    Equity securities
      available-for-sale ..............     112,000      184,375      298,625
    Applicable income taxes ...........    (807,280)     647,245   (4,012,079)
                                        -----------  -----------  -----------
        Net changes in unrealized
          holding gains (losses) ......   1,567,073   (1,256,418)   7,788,152
                                        -----------  -----------  -----------
Net realized investment gains and
  changes in unrealized holding
  gains (losses) ...................... $ 2,018,807  $(1,002,791) $ 7,830,668
                                        ===========  ===========  ===========
                                       70
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
(11) EMPLOYEE RETIREMENT PLAN
 
     The Company participates in Employers Mutual's defined benefit retirement
plan covering substantially all employees.  The plan is funded by employer
contributions and provides a monthly income for life upon retirement or upon
total and permanent disability.
 
     The following table sets forth the funded status and the net periodic
pension cost (benefit) for the Employers Mutual defined benefit retirement
plan, based upon a measurement date of November 1, 1993, 1992 and 1991,
respectively:
 
                                                Year ended December 31,
                                     ----------------------------------------
                                         1993          1992          1991
                                     ------------  ------------  ------------
Actuarial present value of
  benefit obligations:
    Accumulated benefit obligation,
      including vested benefits of
      $27,245,933, $23,739,308 and
      $16,922,064 .................. $ 29,713,282  $ 24,695,567  $ 18,600,097
                                     ============  ============  ============
Projected benefit obligation for
  service rendered to date ......... $(44,579,398) $(36,103,055) $(27,610,564)
Plan assets at fair value ..........   51,625,386    48,365,122    46,915,274
                                     ------------  ------------  ------------
Plan assets in excess of projected
  benefit obligation ...............    7,045,988    12,262,067    19,304,710
Unrecognized net loss (gain) from
  past experience different from
  that assumed and effects of
  changes in assumptions ...........    4,440,487      (754,346)   (3,715,134)
Prior service cost not yet recog-
  nized in net periodic pension cost    4,374,510     4,941,220       653,767
Unrecognized portion of initial
  net asset ........................   (7,182,692)   (8,072,193)   (9,123,946)
                                     ------------  ------------  ------------
       Prepaid pension cost ........ $  8,678,293  $  8,376,748  $  7,119,397
                                     ============  ============  ============
 
     Net periodic pension cost (benefit) included the following components:
 
                                                Year ended December 31,
                                        -------------------------------------
                                            1993         1992         1991
                                        -----------  -----------  -----------
Service cost - benefits earned
  during the period ................... $ 2,347,984  $ 1,691,648  $ 1,368,932
Interest cost on projected
  benefit obligation ..................   2,533,587    2,053,584    1,818,023
Actual gain on plan assets ............  (5,229,721)  (4,386,821)  (9,440,576)
Net amortization and deferral .........     647,291     (615,762)   4,791,814
                                        -----------  -----------  -----------
    Net periodic pension cost (benefit) $   299,141  $(1,257,351) $(1,461,807)
                                        ===========  ===========  ===========
                                       71
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     The unrecognized net asset is being recognized over 12.5 to 15.2 years
beginning January 1, 1987.  The weighted average discount rate used to measure
the projected benefit obligation was 6.75 percent, 7.00 percent and 7.75
percent and the assumed long-term rate of return on plan assets was 8.00
percent, 8.00 percent and 8.75 percent for 1993, 1992 and 1991, respectively.
The rate of increase in future compensation levels used in measuring the
projected benefit obligation was 5.30 percent in 1993, 5.50 percent in 1992 and
6.00 percent in 1991.  Pension expense (benefit) for the Company amounted to
$103,846, ($622,177) and ($275,628) in 1993, 1992 and 1991, respectively.
 
     Effective November 1, 1992, the Plan was amended to comply with the
requirements of the Tax Reform Act of 1986, which placed limits on the benefits
for highly compensated employees.  This change in the benefit formula
represents a prior service cost of $4,354,553, which is being amortized over 12
to 14 years beginning January 1, 1993.  The Company's share of this prior
service cost amounted to $1,003,257.
 
12. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     The Company participates in Employers Mutual's postretirement benefit
plans which provide certain health care and life insurance benefits for retired
employees.  Substantially all of the Company's employees may become eligible
for those benefits if they reach normal retirement age while working for the
Company.
 
     The health care postretirement plan requires contributions from
participants and contains certain cost sharing provisions such as coinsurance
and deductibles.  The life insurance plan is noncontributory.  Both plans are
unfunded and benefits provided are subject to change.
 
     As discussed in note 1, Summary of Significant Accounting Policies, the
Company adopted SFAS 106 as of January 1, 1993.  The Company's transition
obligation as of January 1, 1993 amounted to $2,165,900 ($.21 per share), net
of income tax benefits of $1,115,767, and was recorded as a cumulative effect
adjustment to income.  Prior year financial statements have not been restated
to apply the provisions of SFAS 106.
 
     The following table sets forth the status and the net periodic
postretirement benefit cost of the Employers Mutual postretirement benefit
plans at December 31, 1993, based upon a measurement date of November 1, 1993:
 
Actuarial present value of benefit obligations:
 
    Retirees ............................................... $ 7,874,628
    Fully eligible active plan participants ................   5,681,430
    Other active plan participants .........................   7,783,183
                                                             -----------
        Total ..............................................  21,339,241
                                                             -----------
 
Unrecognized net loss from past experience different
  from that assumed and effects of changes in assumptions ..     447,778
Prior service cost not yet recognized in net periodic
  postretirement benefit cost ..............................   5,105,109
                                                             -----------
        Postretirement benefit obligation .................. $15,786,354
                                                             ===========
                                       72
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     Net periodic postretirement benefit cost for the year ended December 31,
1993 included the following components:
 
Service cost - benefits earned during the period ............ $  596,498
Interest cost on accumulated postretirement
  benefit obligation ........................................    999,526
                                                              ----------
        Net periodic postretirement benefit cost ............ $1,596,024
                                                              ==========
 
     The assumed weighted average annual rate of increase in the per capita
cost of covered health care benefits (i.e. the health care cost trend rate) is
12.5 percent for 1994 (compared to 13 percent assumed for 1993) and is assumed
to decrease gradually to 6 percent in 2007 and remain at that level thereafter.
The health care cost trend rate assumption has a significant effect on the
amounts reported.  For example, a one-percentage-point increase in the assumed
health care cost trend rate for each future year would increase the accumulated
postretirement benefit obligation as of December 31, 1993 by $3,269,053 and the
aggregate of the service and interest cost components of net periodic
postretirement benefit cost for the year ended December 31, 1993 by $281,964.
The weighted average discount rate used in determining the accumulated
postretirement benefit obligation at December 31, 1993 and January 1, 1993 was
6.75 percent and 7.00 percent, respectively.
 
     Effective January 1, 1993, the health care postretirement plan was amended
to provide additional benefits under the prescription drug coverage.  The
amendment substantially reduced the retired employee's cost sharing provisions
for prescription drug coverage.  The amendment resulted in a prior service
cost of $5,105,109, which will be amortized over 8.9 to 10.0 years beginning
January 1, 1994.  The Company's share of the prior service cost amounted to
$1,156,028.
 
     The Company's net periodic postretirement benefit cost for the year ended
December 31, 1993 was $359,747.  The postretirement benefit cost of $78,807 and
$53,180 for the years ended December 31, 1992 and 1991, respectively, which
were recorded on a cash basis, have not been restated.
 
(13) INCOME TAXES
 
     As discussed in note 1, Summary of Significant Accounting Policies, the
Company adopted SFAS 109 as of January 1, 1993.  The cumulative effect of this
change in accounting for income taxes as of January 1, 1993 increased income by
$5,595,177 ($.55 per share), net of a valuation allowance of $1,000,000, and is
reported separately in the consolidated statement of income for the year ended
December 31, 1993.  Excluding the amount recognized as the cumulative effect of
the change, the effect of applying SFAS 109 on net income for the year ended
December 31, 1993 was a decrease of $174,483 ($.02 per share).  Prior year
consolidated financial statements have not been restated to apply the
provisions of SFAS 109.
                                       73
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     Temporary differences between the consolidated financial statement
carrying amount and tax basis of assets and liabilities that give rise to
significant portions of the deferred tax asset at December 31, 1993 and 1992
relate to the following:
 
                                                     Year ended December 31,
                                                    ------------------------
                                                        1993         1992
                                                    -----------  -----------
Loss reserve discounting .......................... $12,549,200  $ 7,239,227
Unearned premium reserve limitation ...............   2,953,491    2,886,863
Postretirement benefits ...........................   1,202,733            -
Policyholder dividends payable ....................     970,630    1,209,346
Prepayment of tax on commutation of loss reserves       583,998            -
Other, net ........................................     617,529      201,763
                                                    -----------  -----------
    Total gross deferred income tax asset .........  18,877,581   11,537,199
 
Less valuation allowance ..........................  (1,000,000)           -
                                                    -----------  -----------
    Total deferred income tax asset ...............  17,877,581   11,537,199
                                                    -----------  -----------
Deferred policy acquisition costs .................  (2,617,614)  (2,758,363)
Net unrealized holding gains ......................  (1,055,365)           -
Other, net ........................................  (1,163,909)  (1,713,615)
                                                    -----------  -----------
    Total gross deferred income tax liability .....  (4,836,888)  (4,471,978)
                                                    -----------  -----------
        Net deferred income tax asset ............. $13,040,693  $ 7,065,221
                                                    ===========  ===========
 
     The valuation allowance primarily relates to the tax benefit of future
postretirement benefit deductions that are scheduled to reverse more than
fifteen years into the future.  The valuation allowance was established for
these future deductions due to the uncertainty of the timing of these
deductions.  There was no change in the valuation allowance during the year
ended December 31, 1993.
 
     Management believes the Company will generate sufficient taxable income
in the future to recognize the benefits of future tax deductions.  The Company
has had cumulative taxable income in the five-year period of 1989 - 1993 of
approximately $37,500,000.
                                       74
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     The actual income tax expense for the years ended December 31, 1993, 1992
and 1991 differed from the "expected" tax expense for those years (computed by
applying the United States federal corporate tax rate of 34 percent to income
from continuing operations before income taxes and cumulative effect of changes
in accounting principles) as follows:
 
                                                 Year ended December 31,
                                           ----------------------------------
                                              1993        1992        1991
                                           ----------  ----------  ----------
 Computed "expected" tax expense ......... $3,066,506  $  331,519  $3,546,825
 Increases (decreases) in
   taxes resulting from:
     Tax-exempt interest income .......... (1,171,612) (1,312,568) (1,464,296)
     Unrecognized future temporary
       differences .......................          -   1,745,003     480,042
     (Under) over accrual ................   (252,839)          -     620,500
     Settlement of IRS examination .......    117,497           -           -
     Other, net ..........................    125,549      (4,589)    (59,054)
                                           ----------  ----------  ----------
       Income taxes ...................... $1,885,101  $  759,365  $3,124,017
                                           ==========  ==========  ==========
 
     The Internal Revenue Service is currently examining the Company's 1990 and
1991 tax returns.  The Company does not expect any material assessments related
to these examinations.
                                       75
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
(14) RECONCILIATION OF STATUTORY NET INCOME AND SURPLUS
 
     A reconciliation of net income and stockholders' equity from that reported
on a statutory basis to that reported in the accompanying consolidated
financial statements on a GAAP basis is as follows:
 
                                               Year ended December 31,
                                        -------------------------------------
                                            1993         1992         1991
                                        -----------  -----------  -----------
Statutory net income (loss) ........... $ 8,761,472  $(3,118,589) $15,271,311
Change in deferred policy
  acquisition costs ...................    (413,967)   2,189,375      523,277
Change in salvage and subrogation
  accrual .............................    (232,760)     742,233       81,119
Change in other policyholders' funds ..     840,604     (880,866)     217,686
Change in pension accrual .............    (103,846)     622,177      275,628
GAAP postretirement benefit cost
  in excess of statutory cost .........    (216,091)           -            -
Deferred income tax benefit ...........      18,027    1,501,430      781,719
Income from discontinued
  operations (note 4) .................           -            -    1,853,234
Statutory gain on sale of
  life subsidiary .....................           -     (474,356)  (9,900,000)
Statutory reserve discount on
  commutation of reinsurance contract
  in excess of GAAP amortization ......  (1,717,641)           -            -
Other, net ............................     198,237     (365,712)      57,081
                                        -----------  -----------  -----------
Income before cumulative effect of
  changes in accounting principles,
  GAAP basis ..........................   7,134,035      215,692    9,161,055
 
Cumulative effect of changes in
  accounting principles for:
 
    Income taxes ......................   5,595,177            -            -
    Postretirement benefits ...........  (2,165,900)           -            -
    Unearned premiums .................    (807,933)           -            -
                                        -----------  -----------  -----------
Net income, GAAP basis ................ $ 9,755,379  $   215,692  $ 9,161,055
                                        ===========  ===========  ===========
                                       76
<PAGE>
             EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
                                              Year ended December 31,
                                     ----------------------------------------
                                         1993          1992          1991
                                     ------------  ------------  ------------
Statutory stockholders' equity ..... $ 85,830,140  $ 83,331,013  $ 91,670,358
Deferred policy acquisition costs ..    7,698,864     8,112,831     5,923,456
Accrued salvage and subrogation ....    1,793,592     2,026,352     1,284,119
Other policyholders' funds payable     (2,854,793)   (3,695,397)   (2,814,531)
Pension asset ......................    1,705,735     1,809,581     1,187,404
GAAP postretirement benefit
  liability in excess of statutory
  liability ........................   (1,358,197)            -             -
Deferred income tax asset ..........   13,040,693     7,065,221     5,563,791
Goodwill ...........................    2,017,690     2,152,203     2,286,716
Statutory reserve discount on
  commutation of reinsurance
  contract in excess of GAAP
  amortization .....................   (1,717,641)            -             -
Unrealized holding gains on
  fixed maturity securities
  available-for-sale ...............    3,134,016             -             -
Other ..............................      343,670       108,973        43,123
                                     ------------  ------------  ------------
Stockholders' equity, GAAP basis ... $109,633,769  $100,910,777  $105,144,436
                                     ============  ============  ============
 
(15) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
 
     The carrying amount of (1) cash, (2) accounts receivable, (3) indebtedness
of related party, (4) accounts payable and (5) accrued expenses approximate
fair value because of the short maturity of these instruments.
 
     The estimated fair value of the Company's investments at December 31,
1993 are summarized as follows.  The estimated fair value is based on quoted
market prices, where available, or on values obtained from independent pricing
services (see note 10).
 
                                                    Carrying     Estimated
                                                     Amount      Fair Value
                                                  ------------  ------------
Fixed maturity securities held-to-maturity ...... $191,010,623  $206,305,597
Fixed maturity securities available-for-sale .... $113,081,580  $113,081,580
Equity securities available-for-sale ............ $    475,000  $    475,000
 
 
(16) CONTINGENT LIABILITIES
 
     The Company and Employers Mutual and its other subsidiaries are parties to
numerous lawsuits arising in the normal course of the insurance business.  The
Company believes that the resolution of these lawsuits will not have a material
adverse effect on its financial condition or its results of operations.  The
companies involved have reserves which are believed adequate to cover any
potential liabilities arising out of all such pending or threatened
proceedings.
                                       77
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
     Employers Mutual has entered into unsecured financing arrangements with
several large commercial policyholders.  The Company, under terms of the
pooling agreement, is a 22 percent participant in these policies (note 2).  At
December 31, 1993, the Company is contingently liable for $1,738,000 of
unsecured receivables held by Employers Mutual.
 
(17) NEW ACCOUNTING STANDARD
 
     The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No 112 (SFAS 112), "Employers' Accounting for
Postemployment Benefits".  SFAS 112 requires that the cost of certain
postemployment benefits that vest or accumulate be accrued over the period of
an employee's service.  SFAS 112 is effective for fiscal years beginning after
December 31, 1993.  The Company will adopt this standard in the first quarter
of 1994.  Adoption of this standard is not expected to have a material effect
on the income of the Company.
 
(18) UNAUDITED INTERIM FINANCIAL INFORMATION
 
                                            Three months ended,
                           --------------------------------------------------
                             March 31     June 30   September 30  December 31
                           -----------  -----------  -----------  -----------
1993
- ----
Total revenues ........... $42,369,391  $45,480,653  $45,386,046  $44,665,844
                           ===========  ===========  ===========  ===========
 
Income before income
  taxes (benefit) ........ $ 3,375,144  $   476,062  $   627,295  $ 4,540,635
Income taxes (benefit) ...   1,262,205     (963,626)     392,546    1,193,976
                           -----------  -----------  -----------  -----------
Income from operations ...   2,112,939    1,439,688      234,749    3,346,659
Income from accounting
  changes ................   2,621,344            -            -            -
                           -----------  -----------  -----------  -----------
     Net income .......... $ 4,734,283  $ 1,439,688  $   234,749  $ 3,346,659
                           ===========  ===========  ===========  ===========
 
Earnings per share:*
  Income from operations   $       .21  $       .14  $       .02  $       .33
  Income from accounting
    changes ..............         .26            -            -            -
                           -----------  -----------  -----------  -----------
     Net income .......... $       .47  $       .14  $       .02  $       .33
                           ===========  ===========  ===========  ===========
                                       78
<PAGE>
                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
            Notes to Consolidated Financial Statements, Continued
 
                                            Three months ended,
                           --------------------------------------------------
                             March 31     June 30   September 30  December 31
                           -----------  -----------  -----------  -----------
1992
- ----
Total revenues ........... $40,592,007  $41,298,060  $42,664,483  $44,779,617
                           ===========  ===========  ===========  ===========
Income (loss) before
  income taxes (benefit)   $ 2,315,687  $ 1,015,692  $(2,472,573) $   116,251
Income taxes (benefit) ...     299,983      516,923     (879,335)     821,794
                           -----------  -----------  -----------  -----------
     Net income (loss) ... $ 2,015,704  $   498,769  $(1,593,238) $  (705,543)
                           ===========  ===========  ===========  ===========
 
Earnings (loss) per share* $       .20  $       .05  $      (.16) $      (.07)
                           ===========  ===========  ===========  ===========
 
1991
- ----
Total revenues ........... $31,545,776  $33,059,727  $34,818,761  $34,261,385
                           ===========  ===========  ===========  ===========
 
Income before income taxes $ 3,089,115  $   773,182  $ 2,070,921  $ 4,498,620
Income taxes .............     614,989      170,077      622,519    1,716,432
                           -----------  -----------  -----------  -----------
Income from continuing
  operations .............   2,474,126      603,105    1,448,402    2,782,188
Income from discontinued
  operations .............     458,529      469,056      637,317      288,332
                           -----------  -----------  -----------  -----------
     Net income .......... $ 2,932,655  $ 1,072,161  $ 2,085,719  $ 3,070,520
                           ===========  ===========  ===========  ===========
Earnings per share:*
Income from continuing
  operations ............. $       .25  $       .06  $       .15  $       .27
Income from discontinued
  operations .............         .04          .05          .06          .03
                           -----------  -----------  -----------  -----------
     Net income .......... $       .29  $       .11  $       .21  $       .30
                           ===========  ===========  ===========  ===========
 
* Since the weighted average shares for the quarters are calculated independent
of the weighted average shares for the year, quarterly earnings per share may
not total to annual earnings per share.
 
 
        ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        -------  ------------------------------------------------
                 ACCOUNTING AND FINANCIAL DISCLOSURE.
                 ------------------------------------
 
             None.
                                               79
<PAGE>
                                   PART III
                                   --------
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
- --------  ---------------------------------------------------
 
  See the information under the caption "Election of Directors" in the
Company's Proxy Statement in connection with its Annual meeting to be held
on May 25, 1994, which information is incorporated herein by reference.
 
     The following sets forth information regarding all executive officers of
the Company.
 
         NAME         AGE                      POSITION
 
Bruce G. Kelley        40        President and Chief Executive Officer of the
                                 Company and of Employers Mutual since 1992.
                                 He was elected President of the Company and
                                 Employers Mutual in 1991.  Mr. Kelley was
                                 Executive Vice President of the Company and
                                 Employers Mutual from 1989 to 1991.  He has
                                 been employed with Employers Mutual since
                                 1985 and has been a Director since 1984.
 
Fredrick A. Schiek     59        Executive Vice President and Chief Operating
                                 Officer of the Company and of Employers
                                 Mutual since 1992.  He was Vice President of
                                 Employers Mutual from 1983 until 1992.  He
                                 has been employed by Employers Mutual since
                                 1959.
 
E. H. Creese           62        Senior Vice President and Treasurer of the
                                 Company since 1993 and Senior Vice President
                                 and Treasurer of Employers Mutual since 1992.
                                 He was Vice President and Treasurer of the
                                 Company from 1983 until 1993 and of Employers
                                 Mutual from 1985 until 1992.  He has been
                                 employed by Employers Mutual since 1984.
 
Philip T. Van Ekeren   63        Senior Vice President and Secretary of the
                                 Company since 1993 and Senior Vice President
                                 and Secretary of Employers Mutual since 1992.
                                 He was Vice President and Secretary of the
                                 Company from 1978 until 1993 and of Employers
                                 Mutual from 1978 until 1992.  He has been
                                 employed by Employers Mutual since 1961.
 
David O. Narigon       41        Vice President of the Company since 1989.
                                 Vice President of Employers Mutual since
                                 1989 and Assistant Secretary from 1986 to
                                 1989.  He has been employed by Employers
                                 Mutual since 1983.
 
Raymond W. Davis       48        Vice President of the Company and Employers
                                 Mutual since 1985.  He has been employed by
                                 Employers Mutual since 1979.
                                       80
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION.
- --------  -----------------------
 
     See the information under the caption "Compensation of Management" in the
Company's Proxy Statement in connection with its Annual Meeting to be held on
May 25, 1994, which information is incorporated herein by reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- --------  ---------------------------------------------------------------
 
     See the information under the captions "Voting Securities and Principal
Stockholder" and "Security Ownership of Management" in the Company's Proxy
Statement in connection with its Annual Meeting to be held on May 25, 1994,
which information is incorporated herein by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- --------  -----------------------------------------------
 
     See the information under the caption "Certain Relationships and Related
Transactions" in the Company's Proxy Statement in connection with its Annual
Meeting to be held on May 25, 1994, which information is incorporated herein
by reference.
 
                                   PART IV
                                   -------
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
- --------  -----------------------------------------------------------------
 
(a)  List of Financial Statements and Schedules.                     Form 10-K
                                                                        Page
                                                                       ------
     1.  Financial Statements
 
         Independent Auditor's Report ................................   44
         Consolidated Balance Sheets, December 31, 1993 and 1992 .....   45
         Consolidated Statements of Income for the Years ended
            December 31, 1993, 1992 and 1991 .........................   47
         Consolidated Statements of Stockholders' Equity for the
            Years ended December 31, 1993, 1992 and 1991 .............   49
         Consolidated Statements of Cash Flows for the Years ended
            December 31, 1993, 1992 and 1991 .........................   51
         Notes to Consolidated Financial Statements ..................   53
 
     2.  Schedules
 
         Independent Auditor's Report on Schedules ...................   86
         Schedule I   - Summary of Investments .......................   87
         Schedule III - Condensed Financial Information of Registrant    88
         Schedule V   - Supplementary Insurance Information ..........   91
         Schedule VI  - Reinsurance ..................................   92
         Schedule X   - Supplemental Information Concerning
                          Property-Casualty Insurance Operations .....   93
 
         All other schedules have been omitted for the reason that the items
         required by such schedules are not present in the consolidated
         financial statements, are covered in notes to consolidated financial
         statements or are not significant in amount.
                                      81
<PAGE>
     3.  Management contracts and compensatory plan arrangements
 
         Exhibit 10(b).  Management Incentive Compensation Plan.
         Exhibit 10(d).  Employers Mutual Casualty Company 1979 Stock
                           Option Plan.
         Exhibit 10(e).  Employers Mutual Casualty Company 1982 Incentive
                           Stock Option Plan.
         Exhibit 10(g).  Deferred Bonus Compensation Plans.
         Exhibit 10(h).  EMC Reinsurance Company Executive Bonus Program.
         Exhibit 10(j).  Employers Mutual Casualty Company Excess Retirement
                           Benefit Agreement.
         Exhibit 10(l).  Employers Mutual Casualty Company 1993 Employee
                           Stock Purchase Plan.
         Exhibit 10(m).  1993 Employers Mutual Casualty Company Incentive
                           Stock Option Plan.
         Exhibit 10(n).  Employers Mutual Casualty Company Non-Employee
                           Director Stock Option Plan.
 
(b)  Reports on Form 8-K.
 
     None.
 
(c) Exhibits.
 
    2.   Plan of Acquisition, Reorganization, Arrangement, Liquidation,
         or Succession.
 
         (a)  Stock Purchase Plan between Employers Mutual Casualty
              Company and EMC Insurance Group Inc. dated December 9, 1991.
              (Incorporated by reference to Exhibit 2.1 to the Company's
              December 31, 1991 Form 8-K on file with the Commission).
 
    3.   Articles of incorporation and bylaws:
 
         (a)  Articles of Incorporation of the Company, as amended.
              (Incorporated by reference to the Company's Form 10-K
              for the calendar year ended December 31, 1988.)
 
         (b)  Bylaws of the Company, as amended.  (Incorporated by
              reference to the Company's Form 10-K for the calendar
              year ended December 31, 1992.)
 
    10.  Material contracts.
 
         (a)  Quota Share Reinsurance Contract between Employers Mutual
              Casualty Company and EMC Reinsurance Company, as amended.
                                       82
<PAGE>
         (b)  Management Incentive Compensation Plan.  (Incorporated by
              reference to the Company's Form 10-K for the calendar year
              ended December 31, 1983.)
 
         (c)  Employers Mutual Companies reinsurance pooling agreements
              between Employers Mutual Casualty Company and certain of its
              affiliated companies, as amended.
 
         (d)  Employers Mutual Casualty Company 1979 Stock Option Plan.
              (Incorporated by reference to Registration No. 2-81486.)
 
         (e)  Employers Mutual Casualty Company 1982 Incentive Stock Option
              Plan, as amended.  (Incorporated by reference to the Company's
              Form 10-K for the calendar year ended December 31, 1986.)
 
         (f)  Excess of loss reinsurance contract between Employers Mutual
              Casualty Company and Farm and City Insurance Company.
              (Incorporated by reference to the Company's Form 10-K for the
              calendar year ended December 31, 1985.)
 
         (g)  Deferred Bonus Compensation Plans.  (Incorporated by reference
              to the Company's Form 10-K for the calendar year ended December
              31, 1986.)
 
         (h)  EMC Reinsurance Company Executive Bonus Program.  (Incorporated
              by reference to the Company's Form 10-K for the calendar year
              ended December 31, 1989.)
 
         (i)  EMC Insurance Group Inc. Amended and Restated Dividend
              Reinvestment and Common Stock Purchase Plan.  (Incorporated by
              reference to Registration No. 33-34499.)
 
         (j)  Employers Mutual Casualty Company Excess Retirement Benefit
              Agreement.  (Incorporated by reference to the Company's Form
              10-K for the calendar year ended December 31, 1989.)
 
         (k)  Aggregate Catastrophe Excess of Loss Retrocession Agreement
              between EMC Reinsurance Company and Employers Mutual Casualty
              Company.  (Incorporated by reference to the Company's Form 10-K
              for the calendar year ended December 31, 1991.)
                                       83
<PAGE>
         (l)  Employers Mutual Casualty Company 1993 Employee Stock Purchase
              Plan.  (Incorporated by reference to Registration No. 33-49335.)
 
         (m)  1993 Employers Mutual Casualty Company Incentive Stock Option
              Plan.  (Incorporated by reference to Registration No. 33-49337.)
 
         (n)  Employers Mutual Casualty Company Non-Employee Director Stock
              Option Plan.  (Incorporated by reference to Registration No.
              33-49339.)
 
    13.  1993 Annual Report to Stockholders.  (All information called for by
         Parts I and II of this Form 10-K has been included in this document
         under the respective item numbers (Items 1 through 9).
 
    18.  Letter re change in calculation of unearned premiums.  (Incorporated
         by reference to the Company's Form 10-Q for the quarter ended
         March 31, 1993.)
 
    21.  Subsidiaries of the Registrant.
 
    23.  Consent of KPMG Peat Marwick with respect to Forms S-8 (Registration
         No's. 2-81486, 2-93738, 33-49335, 33-49337 and 33-49339) and Form S-3
         (Registration No. 33-34499).
 
    24.  Power of Attorney.
 
    28.  Consolidated Schedule P of Annual Statements provided to state
         regulatory authorities.
 
(d)  Financial statements required by Regulation S-X which are excluded from
     the Annual Report to Stockholders by Rule 14a-3(b)(1).
 
     None.
                                       84
<PAGE>
                                  SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 25, 1994.
 
                 EMC INSURANCE GROUP INC.
 
                                 /s/ E. H. Creese
                                 ---------------------------
                                 E. H. Creese
                                 Senior Vice President, Treasurer &
                                 Chief Financial Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 25, 1994.
 
                /s/ E. H. Creese
                ----------------------------------
                Robb B. Kelley*
                Chairman of the Board and Director
 
                /s/ E. H. Creese
                -----------------------------------
                Bruce G. Kelley*
                President and Director (Chief Executive Officer)
 
                /s/ E. H. Creese
                -----------------------------------
                George C. Carpenter III*
                Director
 
                /s/ E. H. Creese
                -----------------------------------
                David J. Fisher*
                Director
 
                /s/ E. H. Creese
                -----------------------------------
                George W. Kochheiser*
                Director
 
                /s/ E. H. Creese
                -----------------------------------
                Raymond A. Michel*
                Director
 
                /s/ E. H. Creese
                -----------------------------------
                Therese M. Vaughan*
                Director
 
                /s/ E. H. Creese
                -----------------------------------
                E. H. Creese
                Senior Vice President & Treasurer (Chief
                Financial and Accounting Officer)
 
* by power of attorney
                                       85
<PAGE>
                   INDEPENDENT AUDITORS' REPORT ON SCHEDULES
 
 
 
The Board of Directors and Stockholders
EMC Insurance Group Inc.:
 
     Under date of February 21, 1994, we reported on the consolidated balance
sheets of EMC Insurance Group Inc. and Subsidiaries as of December 31, 1993
and 1992, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1993, as contained in Part II, Item 8 of the Form 10-K.  In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related supplementary financial statement
schedules listed in Part IV, Item 14(a)2.  These supplementary financial
statement schedules are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these supplementary financial
statement schedules based on our audits.
 
     In our opinion, such supplementary financial statement schedules, when
considered in relation to the basic consolidated financial statements taken
as a whole, present fairly, in all material respects, the information set
forth therein.
 
     As discussed in notes 1, 10, 12 and 13 to the consolidated financial
statements, the Company changed its method of computing unearned premiums in
1993 and implemented the provisions of the Financial Accounting Standards
Board's Statements No. 106, "Employers Accounting for Postretirement Benefits
Other Than Pensions", No. 109, "Accounting for Income Taxes", No. 113,
"Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts" and No. 115, "Accounting for Certain Investments in Debt and Equity
Securities".
 
 
                                         /s/ KPMG Peat Marwick
 
 
Des Moines, Iowa
February 21, 1994
                                       86
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                     Schedule I - Summary of Investments -
                   Other Than Investments in Related Parties
 
                              December 31, 1993
 
                                                                   Amount at
                                                                  which shown
                                                       Market        in the
       Type of investment                 Cost         value      balance sheet
       ------------------             ------------  ------------  ------------
Fixed maturities:
  Securities held-to-maturity:
    United States Government
      and government agencies
      and authorities ............... $146,185,370  $158,321,329  $146,185,370
    States, municipalities and
      political subdivisions ........   18,374,003    20,307,957    18,374,003
    Foreign governments .............      587,060       657,403       587,060
    Public utilities ................    8,813,202     9,148,491     8,813,202
    All other corporate bonds .......   17,050,988    17,870,417    17,050,988
                                      ------------  ------------  ------------
      Total fixed maturity
        securities held-to-maturity    191,010,623   206,305,597   191,010,623
                                      ------------  ------------  ------------
  Securities available-for-sale:
    States, municipalities and
      political subdivisions ........   58,431,008    61,395,515    61,395,515
    Redeemable preferred stock ......      486,941       489,650       489,650
    Short-term investments ..........   51,029,615    51,196,415    51,196,415
                                      ------------  ------------  ------------
      Total fixed maturity
        securities available-for-sale  109,947,564   113,081,580   113,081,580
                                      ------------  ------------  ------------
Equity securities available-for-sale:
  Nonredeemable preferred stock .....      505,000       475,000       475,000
                                      ------------  ------------  ------------
      Total equity securities
        available-for-sale ..........      505,000       475,000       475,000
                                      ------------  ------------  ------------
            Total investments ....... $301,463,187  $319,862,177  $304,567,203
                                      ============  ============  ============
                                       87
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
         Schedule III - Condensed Financial Information of Registrant
 
                            Condensed Balance Sheets
 
 
                                                         December 31,
                                                  --------------------------
                                                      1993          1992
                                                  ------------  ------------
ASSETS
- ------
Investment in common stock of
  subsidiaries (equity method) .................. $104,350,390  $ 93,290,152
Fixed maturity securities available-for-sale,
  at market value ...............................    4,785,692             -
Equity securities available-for-sale, at
  market value ..................................      475,000       882,500
Short-term investments, at cost which
  approximates market value .....................            -     6,723,101
Cash ............................................       35,414        66,870
Accrued investment income .......................       13,750        10,410
Income taxes recoverable ........................       67,000        22,000
Indebtedness of related party ...................        4,624             -
                                                  ------------  ------------
     Total assets ............................... $109,731,870  $100,995,033
                                                  ============  ============
 
LIABILITIES
- -----------
Accounts payable ................................ $     98,101  $     71,426
Indebtedness to related party ...................            -        12,830
                                                  ------------  ------------
     Total liabilities ..........................       98,101        84,256
                                                  ------------  ------------
 
STOCKHOLDERS' EQUITY
- --------------------
Common stock, $1 par value,
  authorized 20,000,000 shares;
  issued and outstanding, 10,325,329 shares
  in 1993 and 10,161,760 shares in 1992 .........   10,325,329    10,161,760
Additional paid-in capital ......................   55,021,926    53,507,459
Unrealized holding losses on equity securities
  available-for-sale, net of tax ................      (19,800)     (142,000)
Retained earnings ...............................   44,387,700    37,866,902
Treasury stock, at cost (49,392 shares in 1993
  and 36,685 shares in 1992) ....................      (81,386)     (483,344)
                                                  ------------  ------------
     Total stockholders' equity .................  109,633,769   100,910,777
                                                  ------------  ------------
     Total liabilities and stockholders' equity   $109,731,870  $100,995,033
                                                  ============  ============
                                       88
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                         Condensed Statements of Income
 
                                              Years ended December 31,
                                        -------------------------------------
                                            1993         1992         1991
                                        -----------  -----------  -----------
Equity in undistributed earnings (loss) $ 6,370,743  $(3,142,782) $ 3,505,464
Dividends received from
  consolidated subsidiaries ...........     860,000    3,288,010    3,706,016
Investment income .....................     214,825      483,786      484,077
Loss on sale of stock .................     (30,000)           -            -
                                        -----------  -----------  -----------
                                          7,415,568      629,014    7,695,557
Operating expenses ....................     345,678      312,778      361,192
                                        -----------  -----------  -----------
   Income from continuing operations
     before income taxes (benefit) ....   7,069,890      316,236    7,334,365
 
Income taxes (benefit) ................     (64,145)     100,544       26,544
                                        -----------  -----------  -----------
   Income from continuing operations ..   7,134,035      215,692    7,307,821
 
Income from discontinued operations ...           -            -    1,853,234
 
Income from accounting changes ........   2,621,344            -            -
                                        -----------  -----------  -----------
              Net income .............. $ 9,755,379  $   215,692  $ 9,161,055
                                        ===========  ===========  ===========
                                       89
<PAGE>
                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                      Condensed Statements of Cash Flows
 
 
                                              Years ended December 31,
                                        -------------------------------------
                                            1993         1992         1991
                                        -----------  -----------  -----------
Net cash provided by
  operating activities ................ $   761,673  $ 3,370,212  $ 3,905,045
                                        -----------  -----------  -----------
Cash flows from investing activities:
   Fixed maturities ...................           -            -    5,000,000
   Short-term investments .............   1,937,409   13,815,080  (19,449,054)
   Sale of life subsidiary ............           -      474,356   15,500,000
   Sale of stock ......................     500,000            -            -
                                        -----------  -----------  -----------
      Net cash provided by
       investing activities ...........   2,437,409   14,289,436    1,050,946
                                        -----------  -----------  -----------
Cash flows from financing activities:
   Issuance of common stock ...........     331,568      748,405      550,023
   Dividends paid to stockholders .....  (3,443,465)  (5,103,890)  (5,081,607)
   Capital contribution to subsidiaries           -  (13,000,000)           -
   Purchase of treasury stock, net ....    (118,641)    (278,241)    (399,107)
                                        -----------  -----------  -----------
      Net cash used in financing
       activities ..................... ( 3,230,538) (17,633,726)  (4,930,691)
                                        -----------  -----------  -----------
 
Net (decrease) increase in cash .......     (31,456)      25,922       25,300
 
Cash at beginning of year .............      66,870       40,948       15,648
                                        -----------  -----------  -----------
Cash at end of year ................... $    35,414  $    66,870  $    40,948
                                        ===========  ===========  ===========
 
Income taxes paid ..................... $    14,000  $    86,544  $   120,544
Interest paid .........................           -            -            -
                                       90
<PAGE>
                  EMC INSURANCE GROUP INC. AND SUBSIDIARIES
               Schedule V - Supplementary Insurance Information
               For Years Ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION>
                                    Deferred
                                     policy      Losses and
                                  acquisition    settlement     Unearned       Premium
            Segment                   costs       expenses      premiums       revenue
            -------                ----------   ------------   -----------   ------------
<S>                                <C>          <C>            <C>           <C>




Year ended December 31, 1993:
   Property and casualty insurance $6,275,214   $146,305,725   $38,898,256   $109,584,986
   Reinsurance ...................  1,134,185     42,063,802     5,670,927     33,324,202
   Nonstandard risk automobile
     insurance ...................    289,465      8,752,325     1,371,873     13,528,350
   Excess and surplus lines
     insurance management ........          -              -             -              -
   Parent company ................          -              -             -              -
                                   ----------   ------------   -----------   ------------
       Consolidated .............. $7,698,864   $197,121,852   $45,941,056   $156,437,538
                                   ==========   ============   ===========   ============
 
Year ended December 31, 1992:
   Property and casualty insurance $5,824,597   $156,531,043   $39,252,263   $109,138,829
   Reinsurance ...................  2,006,408     68,136,494     6,918,647     26,615,180
   Nonstandard risk automobile
     insurance ...................    281,826      6,731,101     1,335,666     11,656,278
   Excess and surplus lines
     insurance management ........          -              -             -              -
   Parent company.................          -              -             -              -
   Eliminations...................          -    (16,009,773)   (1,522,102)             -
                                   ----------   ------------   -----------   ------------
       Consolidated .............. $8,112,831   $215,388,865   $45,984,474   $147,410,287
                                   ==========   ============   ===========   ============
 
Year ended December 31, 1991:
   Property and casualty insurance $4,352,295   $106,250,335   $29,112,480   $ 78,413,029
   Reinsurance ...................  1,331,585     57,636,564     5,326,339     25,009,419
   Nonstandard risk automobile
     insurance ...................    239,576      4,984,531     1,095,724      9,996,790
   Excess and surplus lines
     insurance management ........          -              -             -              -
   Parent company ................          -              -             -              -
   Eliminations ..................          -    (10,057,300)     (905,478)             -
                                   ----------   ------------   -----------   ------------
       Consolidated .............. $5,923,456   $158,814,130   $34,629,065   $113,419,238
                                   ==========   ============   ===========   ============
</TABLE>
<TABLE>
<CAPTION>
                                                               Amortization
                                                                of deferred
                                        Net       Losses and      policy         Other
                                    investment    settlement    acquisition   underwriting    Premiums
            Segment                   income       expenses        costs        expenses       written
            -------                -----------   ------------   -----------   -----------   ------------
<S>                                <C>           <C>            <C>           <C>           <C>

Year ended December 31, 1993:
   Property and casualty insurance $13,242,584   $ 79,777,312   $19,528,117   $11,597,944   $112,293,341
   Reinsurance ...................   6,090,294     27,871,896     8,331,595     3,161,007   $ 32,076,482
   Nonstandard risk automobile
     insurance ...................   1,165,684     12,706,091     2,857,463       507,486   $ 13,564,557
   Excess and surplus lines
     insurance management ........      66,564              -             -       (36,858)
   Parent company ................     214,825              -             -       345,678
                                   -----------   ------------   -----------   -----------
       Consolidated .............. $20,779,951   $120,355,299   $30,717,175   $15,575,257
                                   ===========   ============   ===========   ===========
 
Year ended December 31, 1992:
   Property and casualty insurance $13,047,540   $ 82,313,897   $18,050,053   $12,560,922   $117,716,175
   Reinsurance ...................   6,763,257     29,046,587     8,784,715       688,251   $ 28,207,488
   Nonstandard risk automobile
     insurance ...................   1,178,748     10,727,349     2,456,594       464,984   $ 11,896,220
   Excess and surplus lines
     insurance management ........      66,266              -             -      (429,756)
   Parent company ................     483,786              -             -       312,778
   Eliminations ..................           -              -             -             -
                                   -----------   ------------   -----------   -----------
       Consolidated .............. $21,539,597   $122,087,833   $29,291,362   $13,597,179
                                   ===========   ============   ===========   ===========
 
Year ended December 31, 1991:
   Property and casualty insurance $11,153,452   $60,138,955   $13,810,069    $ 7,853,336   $ 79,948,955
   Reinsurance ...................   7,148,790    20,733,122     8,267,753        999,702   $ 25,896,854
   Nonstandard risk automobile
     insurance ...................   1,329,300     7,232,842     2,177,900        476,001   $  9,983,902
   Excess and surplus lines
     insurance management ........      86,374             -             -       (554,984)
   Parent company ................     484,077             -             -        361,192
   Eliminations ..................           -             -             -              -
                                   -----------   -----------   -----------    -----------
       Consolidated .............. $20,201,993   $88,104,919   $24,255,722    $ 9,135,247
                                   ===========   ===========   ===========    ===========
</TABLE>
                                       91
<PAGE>
                               EMC INSURANCE GROUP INC. AND SUBSIDIARIES
                                           Schedule VI - Reinsurance
 
                           For years ended December 31, 1993, 1992, and 1991
<TABLE>
<CAPTION>
                                                                                                  Percentage
                                                            Ceded to      Assumed                 of amount
                                               Gross          other      from other       Net      assumed
                                               amount       companies     companies      amount     to net
                                            ------------  ------------  ------------  ------------  ------
<S>                                         <C>           <C>           <C>           <C>            <C>

Year ended December 31, 1993:
   Earned premiums:
      Property and casualty insurance ..... $137,141,457  $135,828,770  $155,124,851  $156,437,538   99.2%
                                            ============  ============  ============  ============  ======
 
Year ended December 31, 1992:
   Earned premiums:
      Property and casualty insurance ..... $142,391,771  $150,404,371  $155,422,887  $147,410,287  105.4%
                                            ============  ============  ============  ============  ======
 
Year ended December 31, 1991:
   Earned premiums:
      Property and casualty insurance ..... $134,675,865  $137,096,567  $115,839,940  $113,419,238  102.1%
                                            ============  ============  ============  ============  ======
</TABLE>
                                       92
<PAGE>
                                EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                     Schedule X - Supplemental Insurance Information Concerning
                                 Property-Casualty Insurance Operations
 
                           For Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
                                                            Discount,
                                 Deferred    Reserves for   if any,
                                  policy      losses and    deducted                                    Net
Consolidated property-         acquisition    settlement      from      Unearned        Earned       investment
casualty entities                  costs       expenses     reserves    premiums       premiums        income
- -----------------               ----------   ------------   --------   -----------   ------------   -----------
<S>                             <C>          <C>            <C>        <C>           <C>            <C>
Year ended December 31, 1993:   $7,698,864   $197,121,852   $  -0-     $45,941,056   $156,437,538   $20,498,562
                                ==========   ============   ========   ===========   ============    ==========
 
Year ended December 31, 1992:   $8,112,831   $215,388,865   $  -0-     $45,984,474   $147,410,287   $20,989,545
                                ==========   ============   ========   ===========   ============   ===========
 
Year ended December 31, 1991:   $5,923,456   $158,814,130   $  -0-     $34,629,065   $113,419,238   $19,631,542
                                ==========   ============   ========   ===========   ============   ===========
</TABLE>
<TABLE>
<CAPTION>
                                      Losses and
                                  settlement expenses       Amortization
                                  incurred related to       of deferred       Paid
                                    (1)           (2)         policy       losses and
  Consolidated property-          Current        Prior      acquisition    settlement      Premiums
     casualty entities              Year         Years         costs        expenses       Written
     -----------------          ------------   ----------   -----------   ------------   ------------
<S>                             <C>            <C>          <C>           <C>            <C>




Year ended December 31, 1993:   $119,896,526   $  458,773   $30,717,175   $130,823,484   $157,934,380
                                ============   ==========   ===========   ============   ============
 
Year ended December 31, 1992:   $116,615,951   $5,471,882   $29,291,362   $ 76,815,572   $157,819,883
                                ============   ==========   ===========   ============   ============
 
Year ended December 31, 1991:   $ 83,477,534   $4,627,385   $24,255,722   $ 77,999,370   $115,829,711
                                ============   ==========   ===========   ============   ============
</TABLE>
                                       93
<PAGE>
Differences between Electronic and Circulated 10-K's
- ----------------------------------------------------
 
1)  The index to exhibits in the electronic format indicates if the exhibits
    are included in the direct transmission or are filed under Form SE.  The
    circulated document contains the page numbers of the exhibits.
 
                                       94
<PAGE>

                   EMC INSURANCE GROUP INC. AND SUBSIDIARIES
 
                              Index to Exhibits
 
  Exhibit
  Number                       Item
 --------                      ----
 
  10 (a)  Quota Share Reinsurance Contract between          Included in Direct
            Employers Mutual Casualty Company and              Transmission
            EMC Reinsurance Company, as amended.
 
  10 (c)  Employers Mutual Companies reinsurance            Included in Direct
            pooling agreements between Employers               Transmission
            Mutual Casualty Company and certain of
            its affiliated companies, as amended.
 
  21      Subsidiaries of the Registrant.                   Included in Direct
                                                               Transmission
 
  23      Consent of KPMG Peat Marwick with                 Included in Direct
            respect to Forms S-8 and Form S-3.                 Transmission
 
  24      Power of Attorney.                                Included in Direct
                                                               Transmission
 
  28      Consolidated Schedule P of Annual                 Included in Direct
            Statements provided to state regulatory            Transmission
            authorities.
                                      95
<PAGE>

                                    QUOTA SHARE
 
                       REINSURANCE RETROCESSIONAL AGREEMENT
 
                                      BETWEEN
 
          EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
 
 
             This agreement made by and between Employers Mutual Casualty
 
        Company ("Employers") and EMC Reinsurance Company ("EMC Re").
 
 
                                   ARTICLE I
 
             EMC Re is an affiliate of Employers and was formed by Employers
 
        for the sole purpose of engaging in the business of reinsurance.
 
        It is the intention of the parties hereto that EMC Re will
 
        solicit, underwrite, and assume reinsurance risks in a mode of
 
        operation similar to that heretofore conducted by Employers, and
 
        that consistent therewith, EMC Re will gradually assume by means
 
        of this Quota Share Agreement, the major portion of the reinsurance
 
        assumed business of Employers as is in force or as may be placed
 
        in force by Employers.
 
 
                                   ARTICLE II
 
             Excluded from this Quota Share Agreement at its inception
 
        are:  (1) all direct insurance business written by Employers
 
        and its affiliated companies; (2) all involuntary insurance or
 
        reinsurance business written by Employers and classed by Employers
 
        as "facilities business"; (3) facultative reinsurance assumed
 
        contracts; (4) intercompany reinsurance contracts between
                                  96
<PAGE>
        Employers and its affiliated companies; (5) reinsurance assumed
 
        contracts that have been terminated or are in the process of

        termination.
 
 
                                  ARTICLE III
 
             Pursuant to and subject to the foregoing, Employers hereby
 
        cedes and transfers to EMC Re, and EMC Re hereby accepts, a
 
        quota share portion of the reinsurance contracts on which Employers
 
        is subject to liability which were outstanding and in force as
 
        of 12:01 a.m. January 1, 1981, or which were issued thereafter,
 
        or as shall be issued hereafter, in accordance with the Assumption
 
        Addendum attached hereto.  Such liability shall include reserves
 
        for unearned premiums, outstanding loss and loss expenses (including
 
        unreported losses) and all other underwriting and administrative
 
        expenses, but shall not include liabilities incurred in connection
 
        with investment transactions.  Employers hereby assigns and trans-
 
        fers to EMC Re amounts equal to the aggregate of the liabilities
 
        quota shared as above, less a commission for the prepaid expenses
 
        of Employers.
 
 
                                  ARTICLE IV
 
             Employers shall not be prejudiced in any way by any error
 
        or omission through accident or oversight resulting in a failure
 
        to accurately or fully cede, report, or recover with respect to
 
        this Quota Share Agreement, but any such error or omission shall
 
        be corrected immediately upon discovery.
                                      97
<PAGE>
                                   ARTICLE V




             This agreement is a continuing one and is unlimited as to
 
        duration, but may be terminated as of the end of any calendar
 
        year upon ninety days prior written notice; or may be otherwise
 
        terminated by agreement of the parties.
 
 
                                  ARTICLE VI
 
             Each of the parties hereto agrees that the reinsurance
 
        business quota shared hereunder shall be payable by EMC Re on
 
        the basis of the liability of Employers under the contracts
 
        reinsured without diminution because of the insolvency of
 
        Employers; provided that such reinsurance shall be payable
 
        directly to Employers or its liquidator, receiver or such other
 
        statutory successor, except as provided by Section 315 of new
 
        York Insurance Law, or except (a) where the contract specifically
 
        provides another payee for such reinsurance in the event of the
 
        insolvency of the ceding insurer and (b) where EMC Re, with the
 
        consent of the direct reinsured company, has assumed such contract
 
        obligations of Employers as direct obligations of EMC Re to the
 
        payees under wich reinsurance contracts and in substitution for
 
        the obligations of Employers to such payees; and further provided
 
        that the liquidator, receiver or statutory successor of Employers
 
        shall give written notice of the pendency of any claim against
 
        Employers on such contracts with any reasonable time after such
 
        claim; and EMC Re may investigate such claim and interpose, at
 
        its own expense, in the proceeding where such claim is to be
                                      98
<PAGE>
        ajudicated in the defense or defenses which it may deem
 
        available to Employers or its liquidator, receiver or statutory
 
        successor, the expense thus incurred by EMC Re to be chargable,
 
        subject to court approval, against Employers as part of the expense
 
        of liquidation to the extent of a proportionate share of the benefit
 
        which may accrue to Employers solely as a result of the defense
 
        undertaken by EMC Re.
 
             Executed by the parties hereto the day and year as reflected
 
        in the Assumption Addendum attached hereto.
                                       99
<PAGE>
                             ASSUMPTION ADDENDUM
 
                                    TO
 
                                 QUOTA SHARE
 
                    REINSURANCE RETROCESSIONAL AGREEMENT
 
                                   BETWEEN
 
        EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
 
 
 
             This agreement shall incept as 12:01 a.m. on the date
 
        executed by the parties hereto.  The parties to this agreement
 
        mutually agree that as of its inception, the quota share
 
        portion of the net liabilities of Employers as 12:01 a.m.
 
        January 1, 1981 ceded to and assumed by EMC Re shall be five
 
        percent.
 
             Executed by the parties hereto this 10th day of
 
        June, 1981.
 
 
 
                                    Employers Mutual Casualty Company
 
 
 
                                    By:/s/ Robb B. Kelley
                                    --------------------------------------
                                       Robb B. Kelley, President
 
 
 
 
                                    EMC Reinsurance Company
 
 
 
                                    By:/s/ Richard E. Haskins
                                    --------------------------------------
                                       Richard E. Haskins, President
                                             100
<PAGE>
                                  AMENDMENT #1
 
                                        TO
 
                                ASSUMPTION ADDENDUM
 
                                        TO
 
                                    QUOTA SHARE
 
                       REINSURANCE RETROCESSIONAL AGREEMENT
 
                                      BETWEEN
 
           EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
 
             The parties to this agreement mutually agree that the quota
 
        share portion of the net liabilities of Employers at 12:01 a.m.
 
        January 1, 1982 ceded to and assumed by EMC Re shall be twenty-
 
        five percent.
 
             Executed by the parties hereto this 3rd day of January, 1982.
 
 
 
 
 
 
                                        Employers Mutual Casualty Company
 
 
                                        By:/s/ Robb B. Kelley
                                           ------------------------------
                                           Robb B. Kelley, President
 
 
 
 
                                        EMC Reinsurance Company
 
 
 
                                        By:/s/ Richard E. Haskins
                                           ------------------------------
                                           Richard E. Haskins, President
                                         101
<PAGE>
                                  AMENDMENT #2




                                        TO
 
                                ASSUMPTION ADDENDUM
 
                                        TO
 
                                    QUOTA SHARE
 
                       REINSURANCE RETROCESSIONAL AGREEMENT
 
                                      BETWEEN
 
           EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
 
             The parties to this agreement mutually agree that the quota
 
        share portion of the net liabilities of Employers at 12:01 a.m.
 
        January 1, 1983 ceded to and assumed by EMC Re shall be fifty
 
        percent.
 
             Executed by the parties hereto this 18th day of March, 1983.
 
 
 
 
 
 
                                       Employers Mutual Casualty Company
 
 
 
                                       By:/s/ George W. Kochheiser
                                          ------------------------------
                                         George W. Kochheiser, President
 
 
 
 
                                       EMC Reinsurance Company
 
 
 
                                       By:/s/ Richard E. Haskins
                                          ------------------------------
                                          Richard E. Haskins, President
                                             102
<PAGE>
                                   AMENDMENT #3
 
                                        TO
 
                                ASSUMPTION ADDENDUM

                                        TO
 
                                    QUOTA SHARE
 
                       REINSURANCE RETROCESSIONAL AGREEMENT
 
                                      BETWEEN
 
           EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
 
             The parties to this agreement mutually agree that the quota
 
        share portion of the net liabilities of Employers at 12:01 a.m.
 
        January 1, 1984 ceded to and assumed by EMC Re shall be seventy-
 
        five percent.
 
             Executed by the parties hereto this 3rd day of January, 1984.
 
 
 
 
 
 
                                        Employers Mutual Casualty Company
 
 
 
                                        By:/s/ Robb B. Kelley
                                           -------------------------------
                                            Robb B. Kelley, Chairman & CEO
 
 
 
 
                                        EMC Reinsurance Company
 
 
 
                                        By:/s/ Richard E. Haskins
                                           -------------------------------
                                           Richard E. Haskins, President
                                             103
<PAGE>
                                   AMENDMENT #4
 
                                        TO
 
                                ASSUMPTION ADDENDUM
 
                                        TO
 
                                    QUOTA SHARE
 
                       REINSURANCE RETROCESSIONAL AGREEMENT
 
                                      BETWEEN
 
           EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
 
             The parties to this agreement mutually agree that the quota
 
        share portion of the net liabilities of Employers at 12:01 a.m.
 
        January 1, 1988 ceded to and assumed by EMC Re shall be ninety-
 
        five percent.
 
             Executed by the parties hereto this 9th day of March, 1988.
 
 
 
 
 
 
                                     Employers Mutual Casualty Company
 
 
 
                                     By:/s/ Robb B. Kelley
                                        ------------------------------
                                        Robb B. Kelley, Chairman & CEO
 
 
 
 
                                     EMC Reinsurance Company
 
 
 
                                     By:/s/ Richard E. Haskins
                                        ------------------------------
                                        Richard E. Haskins, President
                                             104
<PAGE>
                                    ENDORSEMENT #1
 
                                          TO
 
                                      QUOTA SHARE
 
                         REINSURANCE RETROCESSIONAL AGREEMENT
 
                                        BETWEEN
 
             EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
        It is understood and agreed by and between the parties as follows:
 
        1.  Certain business subject to this agreement and ceded hereunder was
            protected by pro-rata and excess of loss reinsurances; such
            reinsurances to enure to the benefit of the parites as their
            interests appear herein.
 
        2.  Such reinsurances were represented to be collectable; there was no
            intent to transfer to the reinsurer the credit risk of non-
            collectable reinsurances other than as would be deemed incidental;
            and there was no consideration contemplated nor given for the
            assumption of such credit risk.
 
        3.  At various times during the pendency of this agreement the parties
            have come to perceive that recoverables from on such reinsurer,
            Transit Casualty Company, were becoming of doubtful collectability,
            and the parties began a scheduled "write down" of receivables from
            that source as their interests appeared in order to recognize the
            degree of doubt perceived.
 
        4.  The parties have now determined that no part of such receivables
            from Transit Casualty Company are collectable, and that the entire
            account should be written off as a bad debt.
 
        5.  The parties further recognize that the combination of a) increases
            in the percentages of business ceded hereunder, and b) the more
            than 200 percent growth in the loss amounts now recognized as non-
            recoverable from Transit, have exacerbated the adverse affects upon
            EMC Re hereunder to the point of severely reducing EMC Re's surplus,
            and to the frustration of the purpose of this contract and to the
            goals of the parties when it was drafted.
 
        Now therefore, in consideration of the foregoing, the parties agree as
        follows:
 
        1.  EMC Re will pay Employers in full the outstanding portion of its 95%
            pro-rata part of the Transit Casualty Company scheduled write off as
                                             105
<PAGE>
            booked through September 30, 1988, in the amount of 95% of
            $2,650,000.
 
        2.  Employers Mutual Casualty Company will retain (in addition to its 5%
            quota share portion), and hereby releases EMC Re from liability
            therefore, any additional non-recoverable sums now due or in the
            future recognized as necessary to be written off, applicable not
            only to Transit but to any other non-collectable reinsurance
            protections on business subject to this quota share agreement, from
            its inception.
 
        Executed by the parties hereto this 6th day of December, 1988.
 
 
 
                                              Employers Mutual Casualty Company
 
 
                                            By:  /s/ Robb B. Kelley
                                                 ------------------------------
                                                 Robb B. Kelley, Chairman & CEO
 
 
 
 
                                                        EMC Reinsurance Company
 
 
                                            By:  /s/ Richard E. Haskins
                                                 ------------------------------
                                                 Richard E. Haskins,  President
                                             106
<PAGE>
                       COMMUTATION AGREEMENT AND RELEASE
 
        This Agreement entered into by and between Employers Mutual
        Casualty Company (the "Company") and EMC Reinsurance Company
        (the "Reinsurer") and shall be effective as of September 30,
        1989 (the "commutation date").
 
        WHEREAS, the parties have entered into a certain quota share
        reinsurance contract effective from January 1, 1981, and
        remaining in full force and effect, and
 
        WHEREAS, the Company and the Reinsurer desire to settle, adjust
        and determine the liabilities of the Reinsurer thereunder for
        losses occurring during all years prior to 12:01 A.M., January
        1, 1981, and
 
        WHEREAS, by reason of which settlement agreement there is due
        and owing to the Company from the Reinsurer the sum of
        $2,982,882.00,
 
        NOW, THEREFORE, in consideration of the payment to the Company
        by the Reinsurer of $2,982,882.00, the Company has released and
        discharged, and by these presents does for itself, its succes-
        sors and assigns, release and discharge the Reinsurer with
        respect to any contractual obligations under the aforesaid quota
        share reinsurance contract as respects, and only as respects,
        losses occurring during any and all years prior to 12:01 A.M.,
        January 1, 1981.
 
        IN WITNESS WHEREOF, the parties have caused these presents to be
        executed in duplicate this 5th day of December, 1989.
 
 
                                       EMPLOYERS MUTUAL CASUALTY COMPANY




                                       By  /s/ George W. Kochheiser
                                           -----------------------------
                                           George W. Kochheiser
                                           President
 
 
                                       EMC REINSURANCE COMPANY
 
                                       By  /s/ Richard E. Haskins
                                           -----------------------------
                                           Richard E. Haskins
                                           President
                                             107
<PAGE>
                                  ENDORSEMENT #2
 
                                       TO
 
                                   QUOTA SHARE
 
                       REINSURANCE RETROCESSIONAL AGREEMENT
 
                                     BETWEEN
 
          EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
 
 
 
 
        It is understood and agreed by and between the parties as
        follows:
 
        Effective January 1, 1993 Article III of the Quota Share is
        amended by adding the follosing additional paragraph:
 
             Notwithstanding the foregoing terms, it is agreed that the
             maximum liability transferred to EMC Re for loss resulting
             from any one occurrence, including reinstatement premium
             costs resulting from such occurrence, is limited to
             $1,000,000.  As consideration to Employers for this per
             occurrence limitation, it is agreed that EMC Re shall allow
             Employers an additional ceding commission of 5.25%
 
        Executed by the parties this 2nd day of December, 1992.
 
 
                                      Employers Mutual Casualty Company
 
 
                                  by  /s/ Bruce G. Kelley
                                      ---------------------------------
 

                                      EMC Reinsurance Company 
 
                                  by  /s/ Dean P. McClaflin
                                      ---------------------------------
                                             108
<PAGE>
                       COMMUTATION AGREEMENT AND RELEASE
 
 
        This Agreement entered into by and between Employers Mutual
        Casualty Company (the "Company") and EMC Reinsurance Company (the
        "Reinsurer") and shall be effective as of June 30, 1993 (the
        "commutation date").
 
        WHEREAS, the parties have entered into a certain quota share
        reinsurance contract effective from January 1, 1981, and
        remaining in full force and effect, and
 
        WHEREAS, the Company and the Reinsurer desire to settle, adjust
        and determine final liabilities of the Reinsurer thereunder for
        losses originating from the business written by Russell
        Reinsurace Services, Inc., and
 
        WHEREAS, by reason of such settlement agreement there is due and
        owing to the Company from the Reinsurer the sum of $17,806,179.
 
        NOW, THEREFORE, in consideration of the payment to the Company by
        the Reinsurer of $17,806,179, the Company has released and
        discharged, and by these presents does for itself, its successors
        and assigns, release and discharge the Reinsurer with respect to
        any contractual obligations under the aforesaid quota share
        reinsurance contract as respects, all business originating
        through Russell Reinsurance Services, Inc.
 
        IN WITNESS WHEREOF, the parties have caused these presents to be
        executed in duplicate this 29th day of July, 1993.
 
 
                                    EMPLOYERS MUTUAL CASUALTY COMPANY
 
 
                                    By  /s/ Bruce G. Kelley
                                        -----------------------------
                                        Bruce G. Kelley
                                        President
 
 
                                    EMC REINSURANCE COMPANY
 
 
                                    By  /s/ Dean P. McClaflin
                                        -----------------------------
                                        Dean P. McClaflin
                                        President
                                        109
<PAGE>
                      COMMUTATION AGREEMENT AND RELEASE
 
 
        This Agreement entered into by and between Employers Mutual
        Casualty Company (the "Company") and EMC Reinsurance Company (the
        "Reinsurer") and shall be effective as of October 31, 1993 (the
        "commutation date").
 
        WHEREAS, the parties have entered into a certain quota share
        reinsurance contract effective from January 1, 1981, and
        remaining in full force and effect, and
 
        WHEREAS, the Company and the Reinsurer desire to settle, adjust
        and determine final liabilities of the Reinsurer thereunder for
        losses originating from the business written by Improved Risk
        Mutual, and
 
        WHEREAS, by reason of such settlement agreement there is due and
        owing to the Company from the Reinsurer the sum of $2,619,776.
 
        NOW, THEREFORE, in consideration of the payment to the Company by
        the Reinsurer of $2,619,776, the Company has released and
        discharged, and by these presents does for itself, its successors
        and assigns, release and discharge the Reinsurer with respect to
        any contractual obligations under the aforesaid quota share
        reinsurance contract as respects, all business originating through
        Improved Risk Mutual.
 
        IN WITNESS WHEREOF, the parties have caused these presents to be
        executed in duplicate this 1st day of December, 1993.
 
 
 
                                    EMPLOYERS MUTUAL CASUALTY COMPANY
 
 
                                    By  /s/ Bruce G. Kelley
                                        -----------------------------
                                        Bruce G. Kelley
                                        President
 
 
                                    EMC REINSURANCE COMPANY
 
 
                                    By  /s/ Dean P. McClaflin
                                        -----------------------------
                                        Dean P. McClaflin
                                        President
                                             110
<PAGE>

              				EMPLOYERS MUTUAL COMPANIES
 
	           		       REINSURANCE POOLING AGREEMENT

                               BETWEEN

             		     EMPLOYERS MUTUAL CASUALTY COMPANY

                         					 AND

            			    CERTAIN OF ITS AFFILIATED COMPANIES

            			    REWRITTEN EFFECTIVE JANUARY 1, 1987
                                         111
<PAGE>
			                   REINSURANCE POOLING AGREEMENT

     This Agreement made by and between Employers Mutual Casualty Company and
certain of its affiliated or subsidiary companies such as are signatory hereto
by means of exhibits setting forth the interests and liabilities of the
parties, attached hereto and made a part of this Agreement.  Employers Mutual
Casualty Company is hereinafter referred to as "EMC", and the other companies
signatory hereto are hereinafter referred to as the "Affiliated Companies" or
as the "Affiliated Company", as the context requires.

     EMC and each Affiliated Company signatory to the Pooling Agreement agree
to honor the terms set forth herein as if this Agreement were solely between
EMC and each such Affiliated Company.  Balances payable to or recoverable from
EMC and any such Affiliated Company shall not serve to offset any balances
payable to or recoverable from any other Affiliated Company signatory to this
Agreement.  Reports and remittances between EMC and each Affiliated Company
shall be in sufficient detail to identify the individual premium and loss
obligation of each party to the other.

                     						    ARTICLE I
							                        ---------
     The Companies are engaged in the insurance business and maintain a mutual
business relationship having certain incidents of common management, and desire
to bring about for each other added economies of operation, uniform underwriting
results, diversification as respects the classes of insurance business written,
and maximization of capacity.  To accomplish the aforesaid, the Companies do by
means of this Agreement, pool all of their insurance business then in force as
of 12:01 A.M. of the date signatory hereto, and thereafter to share in the
fortunes of their pooled insurance business.

                						    ARTICLE II
                          ----------
     EMC hereby reinsures and the Affiliated Company hereby cedes and transfers
to EMC all liabilities incurred under or in connections with all contracts and
policies of insurance issued by the Affiliated Company outstanding and in force
as of 12:01 A.M. of the date signatory hereto, or thereafter issued by it.
Such liabilities shall include the Affiliated Company's reserves for unearned
premiums, outstanding losses and loss expenses (including unreported losses)
and all other underwriting and administrative expenses as evidenced by the
Affiliated Company's books and records, but shall not include inter-company
balances, liabilities for Corporate Taxes including Federal or State Income
Taxes, or liabilities incurred in connection with their respective investment
transactions.

                     						   ARTICLE III
				                       			-----------
     The Affiliated Company hereby assigns and transfers to EMC all right,
title and interest in and to reinsurance outstanding and in force with respect
to the liabilities reinsured by EMC under Article II hereof.

                     						   ARTICLE IV
						                       	----------
     The Affiliated Company assigns and transfers to EMC amounts equal to the
aggregate of all of its liabilities reinsured by EMC under Article II hereof,
less a commission allowance equal to the prepaid expenses of the Affiliated
ratio on a trade basis.  Prepaid expenses is defined as those expenses records
in column 2, part 4,
                               112
<PAGE>
of the Underwriting and Expense Exhibit of the Affiliated Company's convention
statement.  The trade combined ratio is the ratio of loss and loss adjustment
expense to earned premium, plus the ratio of underwriting expenses to premiums
written.

	                     					    ARTICLE V
 						                        ---------
     The Affiliated Company hereby reinsures, and EMC hereby cedes and
transfers to the Affiliated Company a portion of its net liabilities under all
contracts and policies of insurance (including those reinsured by EMC under
Article II hereof) on which EMC is subject to liability and which are
outstanding and in force as of 12:01 A.M. of the date signatory hereto, or are
issued thereafter, in accordance with the exhibit attached hereto to which the
Affiliated Company is a signatory party.  Such liabilities shall include
reserves for unearned premiums, outstanding losses and loss expenses (including
unreported losses) and all other underwriting and administrative expenses, but
shall not include inter-company balances, liabilities for Corporate Taxes
including Federal or State Income Taxes, or liabilities in connection with
investment transactions.

                      						   ARTICLE VI
						                         ----------
     EMC hereby assigns and transfers to the Affiliated Company amounts equal
to the aggregate of all liabilities of EMC reinsured by the Affiliated Company
under contracts and policies of insurance which are outstanding and in force as
of 12:01 A.M. of the date signatory hereto under Article V hereof, less a
commission allowance equal to the prepaid expenses of EMC but not in excess of
40 percent of EMC's combined ratio on a trade basis.  Prepaid expenses is
defined as those expenses recorded in column 2, part 4, of the Underwriting and
Expense Exhibit of EMC's convention statement.  The trade combined ratio is the
ratio of loss and loss adjustment expense to earned premium, plus the ratio of
underwriting expenses to premiums written.

                      						   ARTICLE VII
					                        		-----------
     EMC agrees to pay to the Affiliated Company it respective participation of
all premiums written by the companies after first deducting premiums on all
reinsurance ceded to reinsurers (other than the parties hereto).  Similarly, it
is further agreed that all losses, loss expense and other underwriting and
administrative expenses (with the exceptions noted in Articles II and V hereof)
of the companies, less all losses and expense recovered and recoverable under
reinsurance ceded to reinsurers (other than the parties hereto), shall be pro-
rated between the parties on the basis of their respective participations as
reflected in the aforesaid exhibit.

                  						   ARTICLE VIII
						                     ------------
     The obligation of the companies under this Agreement to exchange
reinsurance between themselves may be offset by reciprocal obligation so that
the net amount only shall be required to be transferred, except no offset shall
be valid under circumstances prohibited by Section 7472, New York Insurance
Laws.  An accounting on all transactions shall be rendered quarterly, and the
settling of balances shall be made within 30 days after the rendering of the
quarterly reports.  Except as otherwise required by the context of this
Agreement, the amount of all payments between the companies under this
statements of the companies.  Notwithstanding anything herein contained, this
Agreement shall not apply to the investment operations of the companies.
                                113
<PAGE>
                       							ARTICLE IX
		  			                     		----------
     The conditions of reinsurance hereunder shall in all cases be identical
with the conditions of the original insurance or as changed during the term of
insurance.

                  						    ARTICLE X
					                     		---------
     This Agreement is a continuing one and is unlimited as to duration but may
be terminated upon mutual consent or by 30 day prior written notice by either
party.

                 						    ARTICLE XI
						                     ----------
     Each of the companies hereto, as the assuming insurer, hereby agrees that
all reinsurance made, ceded, renewed or otherwise becoming effective under this
Agreement shall be payable by the assuming insurer on the basis of the
liability of the ceding insurer under the policy or contract reinsured without
diminution because of insolvency of the ceding insurer; provided that such
reinsurance shall be payable directly to the ceding insurer or to its
liquidator, receiver or other statutory successor,except as provided by Section
4118 of New York Insurance Law or except (a) where the contract specifically
provides another payee for such reinsurance in the event of the insolvency of
the ceding insurer and (b) where the assuming insurer, with consent of the
direct insured or insureds, has assumed such policy obligations of the ceding
insurer as direct obligations of the assuming insurer to the payees under such
policies and in substitution for the obligations of the ceding insurer to such
payee; and further provided that the liquidator, receiver or statutory
successor of the ceding insurer shall give written notice of the pendency of
any claim against the insolvent ceding insurer on the policy or contract
reinsured within a reasonable time after such claim; and the assuming insurer
may investigate such claim and interpose, at its own expense, in the proceeding
where such claim is to be adjudicated any defense or defenses which it may deem
available to the ceding insurer or it liquidator, receiver or statutory
successor, the expense thus incurred by the assuming insurer to be chargeable,
subject to court approval against the insolvent ceding insurer as part of the
expense of liquidation to the extent of proportionate share of the benefit
which may accrue to the ceding insurer solely as a result of the defense
undertaken by the assuming insurer.

                      				  ARTICLE XII
				                        -----------
     Each party shall allow the other party to inspect, at reasonable times,
the records of the Company relevant to the business reinsured under this
Agreement, including files concerning claims, losses, or legal proceedings
which involve or are likely to involve the other party.

                    				  ARTICLE XIII
			                    	  ------------
A.   As a condition precedent to any right of action hereunder, any dispute
     arising out of this Agreement shall be submitted to the decision of a
     board of arbitration composed of two arbitrators and an umpire, meeting
     in Des Moines, Iowa, unless otherwise agreed.
                                  114
<PAGE>
B.   The memebers of the board of arbitration shall be active or retired
     disinterested officials of insurance or reinsurance companies.  Each
     party shall appoint its arbitrator and the two arbitrators shall choose
     an umpire before instituting the hearing.  If the respondent fails to
     appoint its arbitrator within four weeks
     after being requested to do
     so by the claimant, the latter shall also appoint the second arbitrator.
     If the two arbitrators fail to agree upon the appointment of an umpire
     within four weeks after their nominations, each of them shall name three,
     of whom the other shall decline two and the decision shall be made by
     drawing lots.
C.   The claimant shall submit its initial brief within 20 days from
     appointment of the umpire.  The respondent shall submit its brief within
     20 days after receipt of the claimant's brief and the claimant may submit
     a reply brief within 10 days after receipt of the respondent's brief.
D.   The board shall make its decision with regard to the custom and usage of
     the insurance and reinsurance business.  The board shall issue its
     decision in writing based upon a hearing in which evidence may be
     introduced without following strict rules of evidence but in which cross
     examination and rebuttal shall be allowed.  The board shall make its
     decision within 60 days following the termination of the hearings unless
     the parties consent to an extension.  The majority decision of the board
     shall be final and binding upon all parties to the proceeding.  Judgment
     may be entered upon the award of the board in any court having
     jurisdiction thereof.
E.   Each party shall bear the expense of its own arbitrator and shall jointly
     and equally bear with the other party the expense of the umpire.  The
     remaining costs of the arbitration proceedings shall be allocated by the
     board.

                         				  ARTICLE XIV
				                           -----------
     By execution of this Agreement, the parties hereto simultaneously
terminate any and all reinsurance agreements by and between them heretofore
existing, upon the understanding that this Agreement shall supersede and exist
in substitution for any such prior agreements.

     Executed by the parties hereto the day and year as reflected in the
exhibit attached hereto.
                                  115
<PAGE>
             		   INTEREST AND LIABILITIES EXHIBIT #II
		                   TO EMPLOYERS MUTUAL COMPANIES
		                   REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and between
EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby
cedes and transfers to the Affiliated Company, and the Affiliated Company
hereby accepts reinsurance thereon, 3% of EMC's net liabilities, pursuant to
Article V, effective January 1, 1987.

      The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the date of this Addendum, as
follows:

	       American Liberty Insurance Company         5  %
	       Dakota Fire Insurance Company              3  %
	       EMCASCO Insurance Company                  8  %
	       Illinois EMCASCO Insurance Company         6  %
	       Union Mutual Insurance Company of
     		 Providence                                 2.5%
					                                           	 -----
						                                          	 24.5%

	       EMC's Net Retained Portions of            75.5%
     		 its Net Liabilities is                   -----
					                                          		100.0%

Executed by the parties hereto this 25th day of November, 1986.
 
	                                 				Employers Mutual Casualty Company


                                  				By:/s/Richard E. Haskins
					                                    ------------------------------

                                 					Dakota Fire Insurance Company




                                 					By:/s/Robb B. Kelley
					                                    --------------------------------
                                     116
<PAGE>
           			 INTEREST AND LIABILITIES EXHIBIT # II
			               TO EMPLOYERS MUTUAL COMPANIES
			               REINSURANCE POOLING AGREEMENT

     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling  Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company,and the Affiliated Company
hereby accepts reinsurance thereon, 5% of EMC's net liabilities, pursuant to
Article V, effective January 1, 1992.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

		    American Liberty Insurance Company       5  %
		    Dakota Fire Insurance Company            5  %
		    EMCASCO Insurance Company                9  %
		    Illinois EMCASCO Insurance Company       8  %
		    Union Mutual Insurance Company           2.5%
		      of Providence                          2.5%
                                              -----
                                										    29.5%

		    EMC's Net Retained Portions of          70.5%
		      its Net Liabilities is               ------
                               											   100.0%

Executed by the parties hereto this 20th day of December, 1991.

                                									 Employers Mutual Casualty Company

                                									 By:/s/Richard E. Haskins
                                									   ------------------------------
 
                                									 Dakota Fire Insurance Company

                                									 By:/s/Bruce G. Kelley
									                                    ------------------------------
                                    117
<PAGE>
					                         ENDORSEMENT NO. I
							                              TO
            			     REINSURANCE POOLING AGREEMENT BETWEEN
       DAKOTA FIRE INSURANCE CO. AND EMPLOYERS MUTUAL CASUALTY COMPANY

     Whereby Dakota Fire Insurance Company does not desire to become licensed
in the State of Iowa which disallows credits taken by Employers Mutual Casualty
Company in their financial statements for unearned premium reserve and loss
reserve for reinsurance ceded to Dakota Fire Insurance Company.

     In consideration of continuing with a reinsurance program between the
companies, Dakota Fire Insurance Company does place the Bond and Corporate Note
portion of their Custodial Account Number 1929009 at the Bankers Trust Company,
Des Moines, Iowa, under the control of Employers Mutual Casualty Company.  The
market value of the account exceeds $9,000,000 and that amount or a greater
amount will be maintained there during the life of this Agreement.

     It is further agreed that there will be no bonds cashed by Employers
Mutual casualty Company for their benefit unless Dakota Fire Insurance Company
defaults on the reinsurance contract.

      This contract may be terminated by either party at such a time as may be
mutually agreeable.

     Executed by the parties hereto 25th Day of November 1986.

                            							       DAKOTA FIRE INSURANCE COMPANY

                            							       By:/s/Robb B. Kelley
							                                    	 --------------------------

                            							       EMPLOYERS MUTUAL CASUALTY COMPANY

                             						       By:/s/Richard E. Haskins
                                             --------------------------
                                      118
<PAGE>
				                      ENDORSEMENT NO. II
						                        	TO
	       REINSURANCE POOLING AGREEMENT BETWEEN DAKOTA FIRE AND
        			       EMPLOYERS MUTUAL CASUALTY COMPANY


Endorsement No. I is hereby deleted from this Agreement.


Executed by the Parties this 4th day of March, 1993.


                                								    Employers Mutual Casualty Company

                                 							    By:/s/Fred A. Schiek
       								                                ------------------------------

                                								    Dakota Fire Insurance Company

                                 							    By:/s/Bruce G. Kelley
								                                       ------------------------------
	
                                      119
<PAGE>
	         			  INTEREST AND LIABILITIES EXHIBIT #III
              		    TO EMPLOYERS MUTUAL COMPANIES
				                REINSURANCE POOLING AGREEMENT

     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and between
EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby
cedes and transfer to the Affiliated Company, and the Affiliated Company hereby
accepts reinsurance thereon, 6% of EMC's net liabilities, pursuant to Article
V, effective January 1, 1987.

      The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the date of this Addendum, as
follows:

		    American Liberty Insurance Company        5  %
		    Dakota Fire Insurance Company             3  %
		    EMCASCO Insurance Company                 8  %
		    Illinois EMCASCO Insurance Company        6  %
		    Union Mutual Insurance Company            2.5%
		      of Providence                          -----
                               											     24.5%

		    EMC's Net Retained Portions of           75.5%
                               											    ------
											                                   100.0%

Executed by the parties hereto this 25th day of November, 1986.

                             							    EMPLOYERS MUTUAL CASUALTY COMPANY

                             							    By:/s/Richard E. Haskins
								                                   ------------------------------

                             							    ILLINOIS EMCASCO INSURANCE COMPANY

                             							    By:/s/Robb B. Kelley
						                             		      -------------------------------
                                 120
<PAGE>
                  				      AMENDMENT #I TO
             		   INTEREST AND LIABILITIES EXHIBIT # III
			                    TO EMPLOYERS MUTUAL COMPANIES
			                    REINSURANCE POOLING AGREEMENT

     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and between
EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby
cedes and transfers to the Affiliated Company, and the Affiliated Company
hereby accepts reinsurance thereon, 8% of EMC's net liabilities, pursuant to
Article V, effective January 1, 1992.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

		    American Liberty Insurance Company       5  %
		    Dakota Fire Insurance Company            5  %
		    EMCASCO Insurance Company                9  %
		    Illinois EMCASCO Insurance Company       8  %
		    Union Mutual Insurance Company           2.5%
		      of Providence                         -----
                               											    29.5%

		    EMC's Net Retained Portions of          70.5%
		      its Net Liabilities is               ------
                                										   100.0%
 
Executed by the parties hereto this 20th day of December, 1991.

                                							    Employers Mutual Casualty Company

                                  					    By:/s/Richard E. Haskins
								                                      ------------------------------

                                 						    Illinois EMCASCO Insurance Company


                               							     By:/s/Bruce G. Kelley
					                                     				------------------------------
                                   121
<PAGE>
         		       INTEREST AND LIABILITIES EXHIBIT #IV
				                  TO EMPLOYERS MUTUAL COMPANIES
				                  REINSURANCE POOLING AGREEMENT

     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and between
EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby
cedes and transfers to the Affiliated Company, and the Affiliated Company
hereby accepts reinsurance thereon, 8% of EMC's net liabilities, pursuant to
Article V, effective January 1, 1987. The Affiliated Companies signatory to this
Agreement and their assumed portions of the net liabilities of EMC are, as of
the date of this Addendum, as follows:

		   American Liberty Insurance Company         5  %
		   Dakota Fire Insurance Company              3  %
		   EMCASCO Insurance Company                  8  %
		   Illinois EMCASCO Insurance Company         6  %
		   Union Mutual Insurance Company             2.5%
		     of Providence                           -----
                               											     24.5%

		   EMC's Net Retained Portions of            75.5%
		     its Net Liabilities is                 ------
	                               										    100.0%

Executed by the parties hereto this 25th day of November, 1986.

                                									 Employers Mutual Casualty Company

                                									 By:/s/Richard E. Haskins
									                                    ------------------------------

                                									 EMCASCO Insurance Company

                                 								 By:/s/Robb B. Kelley
									                                    ------------------------------
                                     122
<PAGE>
                         						AMENDMENT #I TO
			                 INTEREST AND LIABILITIES EXHIBIT # IV
				                 	  TO EMPLOYERS MUTUAL COMPANIES
				                   	REINSURANCE POOLING AGREEMENT

      In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and between
EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby
cedes and transfers to the Affiliated Company, and the Affiliated Company
hereby accepts reinsurance thereon, 9% of EMC's net liabilities, pursuant to
Article V, effective January 1, 1992.
 
     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

		    American Liberty Insurance Company       5  %
		    Dakota Fire Insurance Company            5  %
		    EMCASCO Insurance Company                9  %
		    Illinois EMCASCO Insurance Company       8  %
		    Union Mutual Insurance Company           2.5%
		      of Providence                         -----
                               											    29.5%

		    EMC's Net Retained Portions of          70.5%
		      its Net Liabilities is               ------
                               											   100.0%

Executed by the parties hereto this 20th day of December, 1991.

                               								    Employers Mutual Casualty Company

                                							    By:/s/Richard E. Haskins
						                                   			  ------------------------------

                                							    EMCASCO Insurance Company

                                  					    By:/s/Bruce G. Kelley
								                                   	  ------------------------------
                                  123
<PAGE>
                 						      ADDENDUM #I TO
					                   EMC INSURANCE COMPANIES
				                 REINSURANCE POOLING AGREEMENT
				                           	BETWEEN
			              	 EMPLOYERS MUTUAL CASUALTY COMPANY
							                          AND
		              		CERTAIN OF ITS AFFILIATED COMPANIES

This Pooling Agreement is amended by adding Article XV thereto, with effect
from January 1, 1993, as follows:

                 						    ARTICLE XV
						                     ----------

	Notwithstanding the wording of this Agreement as contained
	in Articles II through VIII, it is agreed and understood
	that the voluntary reinsurance assumed business written by
	EMC and heretofore ceded to the Affiliated Companies under
	this Pooling Agreement, is hereafter not "contracts and
	policies of insurance" as used in this agreement, and is
	not business subject to cession and transfer by EMC to the
	Affiliated Companies.
 
On January 1, 1993, EMC and the Affiliated Companies shall make such asset
and reserve transfers as are required to give effect to the provisions of
this Article XV.

This Pooling Agreement is further amended by substituting "EMC Insurance
Companies" for "Employers Mutual Companies"  wherever it appears, consistent
with and pursuant to action of the Board of Directors effecting this name
change.
                                  124
<PAGE>
		   AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT  II
             					 TO EMC INSURANCE COMPANIES
			               REINSURANCE POOLING AGREEMENT

     In consideration of the covenants and agreements as reflected in
     Addendum #I to the Reinsurance Pooling Agreement to which this
     Exhibit is attached, EMC and the affiliated company which is
     signatory to this Exhibit each do hereby ratify Addendum #I as
     a part of the Pooling Agreement effective from January 1, 1993.

     Executed by the parties this 23rd day of December, 1992.

                             								   Employers Mutual Casualty Company

                              							   By:/s/Bruce G. Kelley
									                                  ------------------------------

                             								   Dakota Fire Insurance Company
	
	                         							       By:/s/Fred A. Schiek
									                                  ------------------------------
                                 125
<PAGE>
	      AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT III
             				 TO EMC INSURANCE COMPANIES
		               REINSURANCE POOLING AGREEMENT

     In consideration of the covenants and agreements as reflected in
     Addendum #I to the Reinsurance Pooling Agreement to which this
     Exhibit is attached, EMC and the affiliated company which is
     signatory to this Exhibit each do hereby ratify Addendum #I as
     a part of the Pooling Agreement effective from January 1, 1993.

     Executed by the parties this 23rd day of December, 1992.

                        								   Employers Mutual Casualty Company

                        								   By:/s/Bruce G. Kelley
									                             ------------------------------

                        								   Illinois EMCASCO Insurance Company
	
	                        								  By:/s/Fred A. Schiek
									                             ------------------------------
                                   126
<PAGE>
   	      AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT IV
			                 		 TO EMC INSURANCE COMPANIES
			                  REINSURANCE POOLING AGREEMENT

     In consideration of the covenants and agreements as reflected in
     Addendum #I to the Reinsurance Pooling Agreement to which this
     Exhibit is attached, EMC and the affiliated company which is
     signatory to this Exhibit each do hereby ratify Addendum #I as
     a part of the Pooling Agreement effective from January 1, 1993.

     Executed by the parties this 23rd day of December, 1992.

                             								   Employers Mutual Casualty Company

                             								   By:/s/Bruce G. Kelley
									                                  ------------------------------

               																						   EMCASCO Insurance Company
	
                                        By:/s/Fred A. Schiek
									                                  ------------------------------

                                 127
<PAGE>

                            EMC INSURANCE GROUP INC.
                             ORGANIZATIONAL CHART
 
 
                   ...............................
                   :                             :
                   :   EMC INSURANCE GROUP INC.  :
                   :.............................:
                                  :
                                  :
                                  :
                                  :
                                  :
      ............................:.....................................
      :                   :                       :                    :
      :                   :                       :                    :
      :                   :                       :                    :
EMCASCO Insurance        EMC                 Farm and City           EMC
  Company            Reinsurance               Insurance         Underwriters,
Illinois EMCASCO       Company                 Company               Ltd.
  Insurance Company
Dakota Fire
  Insurance Company
                                 128
<PAGE> 

             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
 
 
The Board of Directors and Stockholders
EMC Insurance Group Inc.:
 
     We consent to incorporation by reference in Registration Statement
Nos. 2-81486, 2-93738, 33-49335, 33-49337 and 33-49339 on Forms S-8 and
No. 33-34499 on Form S-3 of EMC Insurance Group Inc. of our reports dated
February 21, 1994, relating to the consolidated balance sheets of EMC Insurance
Group Inc. and Subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of income, stockholders' equity and cash flows and the
related schedules for each of the years in the three-year period ended December
31, 1993, which reports appear in the December 31, 1993 annual report on Form
10-K of EMC Insurance Group Inc.
 
     As discussed in notes 1, 10, 12 and 13 to the consolidated financial
statements, the Company changed its method of computing unearned premiums in
1993 and implemented the provisions of the Financial Accounting Standards
Board's Statements No. 106, "Employers Accounting for Postretirement Benefits
Other Than Pensions", No. 109, "Accounting for Income Taxes", No. 113,
"Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts" and No. 115, "Accounting for Certain Investments in Debt and Equity
Securities".
 
 
                               /s/ KPMG Peat Marwick
 
 
Des Moines, Iowa
March 25, 1994
                                  129                        
<PAGE>

                            POWER OF ATTORNEY
 
 
     KNOW EVERYONE BY THESE PRESENTS, that each director whose signature
appears below constitutes and appoints E. H. Creese and B. G. Kelley, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities related to entering his personal identification
number onto the EDGAR online reporting system and transmitting the 1993 Form
10-K (annual report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934) and all other required filings, until the 1993 annual
meeting of shareholders, to the Securities and Exchange Commission, and hereby
ratifies and confirms all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
 
 
SIGNATURE                                        TITLE
- ---------                                        -----
 
/s/ George C. Carpenter III
- ------------------------------------
George C. Carpenter III                          Director
 
 
/s/ David J. Fisher
- ------------------------------------
David J. Fisher                                  Director
 
 
/s/ Bruce G. Kelley
- ------------------------------------
Bruce G. Kelley                                  Director
 
 
/s/ Robb B. Kelley
- ------------------------------------
Robb B. Kelley                                   Chairman of the Board of
                                                 Directors and Director
 
/s/ George W. Kochheiser
- ------------------------------------
George W. Kochheiser                             Director
 
 
/s/ Raymond A. Michel
- ------------------------------------
Raymond A. Michel                                Director
 
 
/s/ Therese M. Vaughan
- ------------------------------------
Therese M. Vaughan                               Director
 
 
May 24, 1993
                                130
<PAGE>      

ANNUAL STATEMENT FOR THE YEAR 1993 OF THE EMC INSURANCE GROUP, INC.


SCHEDULE P - ANALYSIS OF LOSSES AND LOSS EXPENSES


Notes to Schedule P


(1) The Parts of Schedule P:
    Part 1 - detailed information on losses and loss expenses.
    Part 2 - history of incurred losses and allocated expenses.
    Part 3 - history of loss and allocated expense payments.
    Part 4 - history of bulk and incurred-but-not reported reserves.
    Schedule P Interrogatories


(2) Lines of business A through M and R are groupings of the lines of business
    used on Page 14, the state page.


(3) Reinsurance A, B, C, and D (lines N to Q) are:
    Reinsurance A = nonproportional property (1988 and subsequent)
    Reinsurance B = nonproportional liability (1988 and subsequent)
    Reinsurance C = financial lines (1988 and subsequent)
    Reinsurance D = old Schedule O line 30 (1987 and prior)


(4) The Instructions to Schedule P contain directions necessary for
    filling out Schedule P.

<TABLE>
<CAPTION>
SCHEDULE P - PART 1 - SUMMARY
             (000 omitted)

     (1)          Premiums Earned                                 Loss and Loss Expense Payments
            -----------------------------------------------------------------------------------------------------  (12)
    Years      (2)       (3)      (4)        Loss Payments      Allocated Loss      (9)       (10)       (11)
   in Which                                                    Expense Payments                                  Number of
Premiums Were                             ---------------------------------------- Salvage  Unallocated   Total    Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded  Received  Payments  - 8 + 10)   Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>      <C>       <C>        <C>       <C>        <C>      <C>        <C>      <C>        <C>

 1. Prior ..  X X X X    X X X     X X X     4,847        74       255         1         7        (38)    4,989    X X X
 2. 1984....   77,026   11,029    65,997    64,422     6,339     4,690       211     1,369      2,273    64,835    X X X
 3. 1985....   91,120   15,932    75,188    69,601     7,165     4,989       276     1,253      2,316    69,465    X X X
 4. 1986....  121,115   22,642    98,473    50,617     6,646     4,260        94     1,408      2,344    50,481    X X X
 5. 1987....  112,894   17,369    95,525    54,638     8,736     4,544        89     1,334      2,637    52,994    X X X
 6. 1988....  100,869   12,664    88,205    47,812     3,761     4,093       100     1,239      2,492    50,536    X X X
 7. 1989....  106,284   15,519    90,765    74,276    15,757     4,768       127     1,211      2,813    65,973    X X X
 8. 1990....  118,347   17,081   101,266    63,558     8,096     4,531        93     1,229      2,893    62,793    X X X
 9. 1991....  130,976   17,567   113,409    61,328     6,643     3,508        88     1,355      3,107    61,212    X X X
10. 1992....  175,043   27,710   147,333    92,219    22,800     3,784        92     1,141      4,239    77,350    X X X
11. 1993....  168,399   12,156   156,243    45,629     2,730     2,337        47       675      4,109    49,298    X X X
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .  X X X X    X X X     X X X   628,947    88,747    41,759     1,218    12,221     29,185   609,926    X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                   Allocated Loss Expenses Unpaid
            ---------------------------------------------------------------------------------  (21)       (22)     (23)      (24)
                Case Basis          Bulk + IBNR         Case Basis         Bulk + IBNR                         Total Net  Number of
            --------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)      (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and  Outstanding
              Direct             Direct              Direct              Direct              Subrogation Expenses Expenses - Direct
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded   Anticipated Unpaid   Unpaid and Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>       <C>        <C>      <C>          <C>     <C>           <C>    <C>       <C>    <C>        <C>

 1. Prior ..    5,175    1,589     1,250         0       576        14         3         0          0        63    5,464    X X X X
 2. 1984....    2,484    1,127       508         0       388        19         1         0         34        20    2,255    X X X X
 3. 1985....    1,117      142       664         0       148         0         1         0          5        15    1,803    X X X X
 4. 1986....    1,995      450       815         0       314         2         2         0         15        32    2,706    X X X X
 5. 1987....    2,618      705     1,008         0       317         0         3         0         20        38    3,279    X X X X
 6. 1988....    3,253      629     1,029         0       639         5         3         0         23        56    4,346    X X X X
 7. 1989....    6,193      608     1,332        80     1,041         6         4         0         37       119    7,995    X X X X
 8. 1990....   11,826    1,671     1,652         0     2,064         4         8         0         67       236   14,111    X X X X
 9. 1991....   21,291    4,439     4,198       122     3,317         6       408         0        160       433   25,080    X X X X
10. 1992....   29,473    1,927     9,785       191     4,332        35       977         0        265       675   43,089    X X X X
11. 1993....   38,382    2,649    27,351       979     5,827        59     2,292         0        743     1,178   71,343    X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .  123,807   15,936    49,592     1,372    18,963       150     3,702         0      1,369     2,865  181,471    X X X X
</TABLE>
<TABLE>
<CAPTION>
                  Total Losses and       Loss and Loss Expense Percentage Discount for Time             Net Balance Sheet Reserves
               Loss Expenses Incurred      (Incurred/Premiums Earned)      Value of Money        (33)        After Discount
            --------------------------------------------------------------------------------Inter-Company--------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)      Pooling      (34)     (35)
              Direct                       Direct                                   Loss    Participation  Losses  Loss Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss    Expense   Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>      <C>         <C>       <C>       <C>           <C>       <C>   <C>      <C>       <C>

 1. Prior ..    X X X    X X X     X X X     X X X     X X X     X X X         0         0     X X X X    4,836      628
 2. 1984....   74,786    7,696    67,090      97.1      69.8     101.7         0         0        0.0     1,865      390
 3. 1985....   78,851    7,583    71,268      86.5      47.6      94.8         0         0        0.0     1,639      164
 4. 1986....   60,379    7,192    53,187      49.9      31.8      54.0         0         0        0.0     2,360      346
 5. 1987....   65,803    9,530    56,273      58.3      54.9      58.9         0         0        0.0     2,921      358
 6. 1988....   59,377    4,495    54,882      58.9      35.5      62.2         0         0        0.0     3,653      693
 7. 1989....   90,546   16,578    73,968      85.2     106.8      81.5         0         0        0.0     6,837    1,158
 8. 1990....   86,768    9,864    76,904      73.3      57.7      75.9         0         0        0.0    11,807    2,304
 9. 1991....   97,590   11,298    86,292      74.5      64.3      76.1         0         0        0.0    20,928    4,152
10. 1992....  145,484   25,045   120,439      83.1      90.4      81.7         0         0        0.0    37,140    5,949
11. 1993....  127,105    6,464   120,641      75.5      53.2      77.2         0         0        0.0    62,105    9,238
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .  X X X X    X X X   X X X X     X X X     X X X     X X X         0         0     X X X X  156,091   25,380
</TABLE>

                                 131
<PAGE>
<TABLE>
SCHEDULE P - PART 2 - SUMMARY
<CAPTION>
        (1)                    Incurred Losses and Allocated Expenses Reported At Year End (000 omitted)           Development**
   Years in Which  -----------------------------------------------------------------------------------------------------------------
    Losses Were       (2)       (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)      (12)       (13)
     Incurred         1984      1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
- ------------------------------------------------------------------------------------------------------------------------------------

                     <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>      <C>        <C>        <C>

  1.   Prior ......   43,066   42,025   44,842   47,838   48,276   50,137   52,387   53,361   54,041   54,059         18        698
  2.   1984........   52,334   54,556   57,474   60,167   60,393   60,727   62,149   63,531   65,020   64,794       (226)     1,263
  3.   1985........    X X X   54,807   61,261   65,725   65,312   65,978   66,668   67,776   69,010   68,943        (67)     1,167
  4.   1986........    X X X    X X X   57,431   53,673   52,489   52,092   51,230   51,444   51,078   50,811       (267)      (633)
  5.   1987........    X X X    X X X    X X X   58,838   57,609   56,716   55,446   55,013   54,120   53,598       (522)    (1,415)
  6.   1988........    X X X    X X X    X X X    X X X   59,360   56,742   54,652   53,122   52,766   52,336       (430)      (786)
  7.   1989........    X X X    X X X    X X X    X X X    X X X   70,032   72,728   73,047   70,897   71,034        137     (2,013)
  8.   1990........    X X X    X X X    X X X    X X X    X X X    X X X   73,051   74,508   75,760   73,776     (1,984)      (732)
  9.   1991........    X X X    X X X    X X X    X X X    X X X    X X X    X X X   81,194   84,503   82,750     (1,753)     1,556
 10.   1992........    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X  113,050  115,524      2,474    X X X X
 11.   1993........    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X  115,351    X X X X    X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
 12.    Totals ..............................................................................................    (2,620)      (895)
</TABLE>
<TABLE>
SCHEDULE P - PART 3 - SUMMARY
<CAPTION>
                                                                                                                 (12)       (13)
        (1)                    Cumulative Paid Losses and Allocated Expenses At Year End (000 omitted)         Number of  Number of
   Years in Which  -------------------------------------------------------------------------------------------  Claims     Claims
    Losses Were       (2)       (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)   Closed With  Closed
     Incurred         1984      1985     1986     1987     1988     1989     1990     1991    1992     1993      Loss   Without Loss
                                                                                                                Payment    Payment
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                 <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>        <C>

  1.   Prior ......   000      18,021   24,692   29,777   32,162   38,310   41,001   43,057   43,629   48,657    X X X X    X X X X
  2.   1984........  24,433    39,812   45,717   49,708   50,730   52,812   54,773   56,388   57,339   62,561    X X X X    X X X X
  3.   1985........   X X X    26,455   40,140   45,364   48,553   51,582   56,147   58,573   60,780   67,151    X X X X    X X X X
  4.   1986........   X X X     X X X   21,048   31,878   35,276   39,574   42,075   43,849   44,954   48,138    X X X X    X X X X
  5.   1987........   X X X     X X X    X X X   21,589   34,634   39,485   43,841   46,306   47,062   50,357    X X X X    X X X X
  6.   1988........   X X X     X X X    X X X    X X X   21,625   34,973   41,291   45,282   46,522   48,047    X X X X    X X X X
  7.   1989........   X X X     X X X    X X X    X X X    X X X   29,174   48,146   56,950   60,229   63,159    X X X X    X X X X
  8.   1990........   X X X     X X X    X X X    X X X    X X X    X X X   30,849   49,326   54,400   59,901    X X X X    X X X X
  9.   1991........   X X X     X X X    X X X    X X X    X X X    X X X    X X X   35,588   49,739   58,107    X X X X    X X X X
 10.   1992........   X X X     X X X    X X X    X X X    X X X    X X X    X X X    X X X   47,559   73,113    X X X X    X X X X
 11.   1993........   X X X     X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X   45,183    X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 4 - SUMMARY
<CAPTION>
                    (1)        Bulk and Incurred But Not Reported Reserves on Losses and Allocated Expenses at Year End(000 omitted)
               Years in Which   ----------------------------------------------------------------------------------------------------
                    Losses         (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)      (11)
                Were Incurred      1984     1985     1986     1987     1988     1989     1990     1991    1992      1993
              -------------------------------------------------------------------------------------------------------------
               <S>               <C>       <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>

                1.     Prior .     5,822   1,208      707    1,060    2,663    1,982    2,661    2,994    2,836      1,253
                2.     1984...     6,318   2,030    1,272    1,766    2,156    1,722    2,038    2,087    2,404        509
                3.     1985...   X X X X   9,402    6,203    7,231    6,054    5,206    3,327    3,083    3,357        664
                4.     1986...   X X X X   X X X   17,816    8,263    6,680    5,650    4,439    3,894    3,072        817
                5.     1987...   X X X X   X X X    X X X   15,555    8,609    7,733    5,526    4,616    3,485      1,011
                6.     1988...   X X X X   X X X    X X X    X X X   14,202    7,712    4,216    1,963    1,553      1,032
                7.     1989...   X X X X   X X X    X X X    X X X    X X X   16,459    6,841    3,906    1,571      1,256
                8.     1990...   X X X X   X X X    X X X    X X X    X X X    X X X   15,935    6,504    4,030      1,660
                9.     1991...   X X X X   X X X    X X X    X X X    X X X    X X X    X X X   16,782    8,337      4,484
               10.     1992...   X X X X   X X X    X X X    X X X    X X X    X X X    X X X    X X X   24,430     10,571
               11.     1993...   X X X X   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X     28,665
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
             (000 omitted)
<CAPTION>
    (1)              Premiums Earned                              Loss and Loss Expense Payments
            ----------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)        Loss Payments        Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                      Expense Payments                                 Number of
Premiums Were                             ---------------------------------------  Salvage  Unallocated  Total      Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)        and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation  Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded   Received   Payments  - 8 + 10)  Assumed
- ----------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>      <C>        <C>       <C>         <C>       <C>      <C>      <C>       <C>

 1. Prior ..   X X X X    X X X    X X X        16         0         0         0         0          1        17     X X X
 2. 1984....    7,575      381     7,194     5,401        97       388         8        52        192     5,876    4,259
 3. 1985....    7,369      366     7,003     5,444       268       403        19        48        196     5,756    3,882
 4. 1986....    6,857      427     6,430     4,435       109       336         8        42        189     4,843    3,303
 5. 1987....    7,110      519     6,591     3,833       125       307         7        59        171     4,179    2,485
 6. 1988....    7,148      449     6,699     3,933       165       281        11        36        176     4,214    2,336
 7. 1989....    7,165      397     6,768     5,708       287       391        12        27        220     6,020    3,055
 8. 1990....    7,116      434     6,682     5,259       321       344        22        15        213     5,473    2,916
 9. 1991....    7,604      492     7,112     5,761       198       410        14        17        249     6,208    3,424
10. 1992....    8,798      570     8,228     6,204       549       381        11        12        302     6,327    3,213
11. 1993....    8,540      265     8,275     4,433        (1)      283         0         7        273     4,990    2,908
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X    50,427     2,118     3,524       112       315      2,182    53,903     X X X
</TABLE>
<TABLE>
<CAPTION>
                          Losses Unpaid                   Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                 Case Basis          Bulk + IBNR          Case Basis           Bulk + IBNR                       Total Net Number of
            -------------------------------------------------------------------------------  Salvage  Unallocated Losses     Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct             Subrogation Expenses Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>      <C>        <C>      <C>         <C>      <C>        <C>       <C>       <C>   <C>          <C>

 1. Prior ..        5        0         0         0         1         0         0         0          0         0        6          0
 2. 1984....       15        0         0         0         3         0         0         0          0         0       18          1
 3. 1985....        4        0         0         0         1         0         0         0          0         0        5          1
 4. 1986....        0        0         0         0         0         0         0         0          0         0        0          0
 5. 1987....        5        0         0         0         1         0         0         0          0         0        6          3
 6. 1988....       12        0         0         0         3         0         0         0          0         0       15          2
 7. 1989....       27        0         0         0         4         0         0         0          0         0       31          5
 8. 1990....      141        0         0         0        32         0         0         0          0         3      176         10
 9. 1991....      244        0        38         0        53         0         3         0          4         6      344         27
10. 1992....      310       17        69        28        68         1         5         0         11         8      414         51
11. 1993....    1,478        0       892         0       295         0        43         0         57        44    2,752        330
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .    2,241       17       999        28       461         1        51         0         72        61    3,767        430
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and         Loss and Loss Expense Percentage Discount for Time          Net Balance Sheet Reserves
               Loss Expenses Incurred        (Incurred/Premiums Earned)     Value of Money     (33)          After Discount
            -------------------------------------------------------------------------------            --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss    Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss    Expense  Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>       <C>       <C>       <C>           <C>       <C>   <C>        <C>        <C>

 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X        5        1
 2. 1984....    5,999      105     5,894      79.2      27.6      81.9         0         0        0.0        15        3
 3. 1985....    6,048      287     5,761      82.1      78.4      82.3         0         0        0.0         4        1
 4. 1986....    4,960      117     4,843      72.3      27.4      75.3         0         0        0.0         0        0
 5. 1987....    4,317      132     4,185      60.7      25.4      63.5         0         0        0.0         5        1
 6. 1988....    4,408      179     4,229      61.7      39.9      63.1         0         0        0.0        12        3
 7. 1989....    6,353      302     6,051      88.7      76.1      89.4         0         0        0.0        27        4
 8. 1990....    5,995      346     5,649      84.2      79.7      84.5         0         0        0.0       141       35
 9. 1991....    6,767      215     6,552      89.0      43.7      92.1         0         0        0.0       282       62
10. 1992....    7,349      608     6,741      83.5     106.7      81.9         0         0        0.0       334       80
11. 1993....    7,741       (1)    7,742      90.6      (0.4)     93.6         0         0        0.0     2,370      382
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X    3,195      572
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
             (000 omitted)
<CAPTION>
    (1)            Premiums Earned                              Loss and Loss Expense Payments
            --------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)        Loss Payments        Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                      Expense Payments                                 Number of
Premiums Were                             ----------------------------------------  Salvage Unallocated  Total     Claims
  Earned and  Direct              Net       (5)        (6)       (7)       (8)        and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct             Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded    Received  Payments  - 8 + 10)  Assumed
- ---------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>     <C>       <C>        <C>       <C>          <C>    <C>        <C>     <C>        <C>

 1. Prior ..   X X X X    X X X    X X X         6         0         9         0         0          0        15     X X X
 2. 1984....   11,149      257    10,892     8,759       110       892         0       117        663    10,204    6,456
 3. 1985....   11,168      204    10,964     8,821        98       899         0       172        653    10,275    6,044
 4. 1986....   13,068      254    12,814     9,725       100     1,153         0       211        699    11,477    6,265
 5. 1987....   16,277      273    16,004    11,462       109     1,443         0       153        735    13,531    7,272
 6. 1988....   15,893      358    15,535    10,916        79     1,204         0       159        678    12,719    6,321
 7. 1989....   14,446      344    14,102    10,257       144     1,124        (1)      191        643    11,881    5,728
 8. 1990....   14,397      450    13,947    10,090       242       896        (1)      139        649    11,394    5,540
 9. 1991....   15,174      438    14,736     9,438        75       850        (2)      207        653    10,868    5,965
10. 1992....   19,316      539    18,777     9,419       114       832         0       170        747    10,884    6,267
11. 1993....   20,718      489    20,229     6,846        48       486         0        70        642     7,926    6,803
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X    95,739     1,119     9,788        (4)    1,589      6,762   111,174     X X X
</TABLE>
<TABLE>
<CAPTION>
                         Losses Unpaid                   Allocated Loss Expenses Unpaid
            -----------------------------------------------------------------------------------   (21)     (22)     (23)     (24)
                 Case Basis        Bulk + IBNR         Case Basis          Bulk + IBNR                           Total Net Number of
            ---------------------------------------------------------------------------------- Salvage Unallocated Losses   Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)        and       Loss      and  Outstanding
              Direct             Direct              Direct              Direct             Subrogation Expenses Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded   and Assumed  Ceded and Assumed  Ceded  Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>     <C>         <C>     <C>          <C>      <C>         <C>       <C>      <C>   <C>         <C>

 1. Prior ..       26        0         0         0         4         0         0         0          0         1       31         12
 2. 1984....        1        0         0         0         0         0         0         0          0         0        1          3
 3. 1985....       15        0         0         0         2         0         0         0          0         0       17          5
 4. 1986....       87        0         0         0        13         0         0         0          0         2      102          8
 5. 1987....       92        0         0         0        14         0         0         0          0         2      108         10
 6. 1988....      170        0         0         0        29         0         0         0          0         4      203         23
 7. 1989....      301        5         0         0        53         0         0         0          0         7      356         36
 8. 1990....      728        8         0         0       121         1         0         0          0        17      857         85
 9. 1991....    2,044       32       119         0       354         3        10         0          3        52    2,544        221
10. 1992....    4,238      271       787         0       805        25        34         0         10       115    5,683        518
11. 1993....    8,199       13     2,316        30     1,844         1       130         0         39       252   12,697      1,981
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .   15,901      329     3,222        30     3,239        30       174         0         52       452   22,599      2,902
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and        Loss and Loss Expense Percentage Discount for Time          Net Balance Sheet Reserves
               Loss Expenses Incurred       (Incurred/Premiums Earned)      Value of Money     (33)       After Discount
            -------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss   Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss  Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>     <C>        <C>       <C>       <C>           <C>       <C>   <C>       <C>       <C>

 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X       26        5
 2. 1984....   10,315      110    10,205      92.5      42.8      93.7         0         0        0.0         1        0
 3. 1985....   10,390       98    10,292      93.0      48.0      93.9         0         0        0.0        15        2
 4. 1986....   11,679      100    11,579      89.4      39.4      90.4         0         0        0.0        87       15
 5. 1987....   13,748      109    13,639      84.5      39.9      85.2         0         0        0.0        92       16
 6. 1988....   13,001       79    12,922      81.8      22.1      83.2         0         0        0.0       170       33
 7. 1989....   12,385      148    12,237      85.7      43.0      86.8         0         0        0.0       296       60
 8. 1990....   12,501      250    12,251      86.8      55.6      87.8         0         0        0.0       720      137
 9. 1991....   13,520      108    13,412      89.1      24.7      91.0         0         0        0.0     2,131      413
10. 1992....   16,977      410    16,567      87.9      76.1      88.2         0         0        0.0     4,754      929
11. 1993....   20,715       92    20,623     100.0      18.8     101.9         0         0        0.0    10,472    2,225
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X   18,764    3,835
</TABLE>
<PAGE>
<TABLE>
SCHEDULE P - PART 1C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
             (000 omitted)
<CAPTION>
    (1)           Premiums Earned                            Loss and Loss Expense Payments
            -------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments        Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                      Expense Payments                                Number of
Premiums Were                             ---------------------------------------- Salvage Unallocated  Total      Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded   Received  Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>     <C>       <C>          <C>     <C>          <C>      <C>      <C>      <C>       <C>

 1. Prior ..   X X X X    X X X    X X X        56         0         9         0         0          2        67     X X X
 2. 1984....    3,308       28     3,280     3,195        14       441         0        81        165     3,787    1,767
 3. 1985....    3,734       61     3,673     3,534        20       404         0        16        174     4,092    1,438
 4. 1986....    4,175       73     4,102     1,891        61       250         0        15        127     2,207    1,076
 5. 1987....    4,666      108     4,558     2,412        25       330         0        18        141     2,858    1,003
 6. 1988....    5,205      111     5,094     3,151        21       330         0        19        161     3,621    1,078
 7. 1989....    6,212      181     6,031     2,955        84       322        (1)       22        157     3,351    1,228
 8. 1990....    7,337      208     7,129     4,210        77       337         0        35        200     4,670    1,425
 9. 1991....    8,206      248     7,958     3,391        93       218        (8)       96        205     3,729    1,668
10. 1992....   11,993      305    11,688     3,955        59       284         0        29        285     4,465    1,887
11. 1993....   12,911      254    12,657     2,011        30       112         0        23        237     2,330    1,792
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X    30,761       484     3,037        (9)      354      1,854    35,177     X X X
</TABLE>
<TABLE>
<CAPTION>
                         Losses Unpaid                  Allocated Loss Expenses Unpaid
            ---------------------------------------------------------------------------------   (21)     (22)      (23)     (24)
                 Case Basis         Bulk + IBNR         Case Basis         Bulk + IBNR                          Total Net Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses   Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expenses  Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded and Assumed  Ceded  Anticipated  Unpaid    Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>     <C>          <C>    <C>          <C>      <C>         <C>       <C>      <C>   <C>           <C>

 1. Prior ..      101        0         0         0        21         0         0         0          0         2      124          3
 2. 1984....        4        0         0         0         1         0         0         0          0         0        5          0
 3. 1985....       22        0         0         0         5         0         0         0          0         1       28          0
 4. 1986....        6        0         0         0         1         0         0         0          0         0        7          1
 5. 1987....       43        0         0         0         9         0         0         0          0         1       53          5
 6. 1988....      182        0         0         0        37         0         0         0          0         4      223          8
 7. 1989....      412        0         0         0        84         0         0         0          0        10      506         19
 8. 1990....      527        0         0         0       107         0         0         0          0        13      647         37
 9. 1991....    2,233        2       241         0       453         0        29         0          3        60    3,014         88
10. 1992....    3,517       31       334         0       714         4        41         0          4        93    4,664        168
11. 1993....    3,554       74     1,823        29       720         9       221         0         18       130    6,336        523
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .   10,601      107     2,398        29     2,152        13       291         0         25       314   15,607        852
</TABLE>
<TABLE>
<CAPTION>
                  Total Losses and       Loss and Loss Expense Percentage Discount for Time           Net Balance Sheet Reserves
               Loss Expenses Incurred       (Incurred/Premiums Earned)     Value of Money       (33)        After Discount
            --------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss   Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss  Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>       <C>       <C>       <C>           <C>       <C>   <C>       <C>       <C>

 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X      101       23
 2. 1984....    3,806       14     3,792     115.1      50.0     115.6         0         0        0.0         4        1
 3. 1985....    4,140       20     4,120     110.9      32.8     112.2         0         0        0.0        22        6
 4. 1986....    2,275       61     2,214      54.5      83.6      54.0         0         0        0.0         6        1
 5. 1987....    2,936       25     2,911      62.9      23.1      63.9         0         0        0.0        43       10
 6. 1988....    3,865       21     3,844      74.3      18.9      75.5         0         0        0.0       182       41
 7. 1989....    3,940       83     3,857      63.4      45.9      64.0         0         0        0.0       412       94
 8. 1990....    5,394       77     5,317      73.5      37.0      74.6         0         0        0.0       527      120
 9. 1991....    6,830       87     6,743      83.2      35.1      84.7         0         0        0.0     2,472      542
10. 1992....    9,223       94     9,129      76.9      30.8      78.1         0         0        0.0     3,820      844
11. 1993....    8,808      142     8,666      68.2      55.9      68.5         0         0        0.0     5,274    1,062
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X   12,863    2,744
</TABLE>
<PAGE>
<TABLE>
SCHEDULE P - PART 1D - WORKERS' COMPENSATION
             (000 omitted)
<CAPTION>
    (1)           Premiums Earned                              Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)        Loss Payments        Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                      Expense Payments                                Number of
Premiums Were                             ---------------------------------------- Salvage  Unallocated  Total     Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)        and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct             Subrogation Expense (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded   Received   Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>      <C>       <C>       <C>        <C>         <C>     <C>        <C>      <C>       <C>

 1. Prior ..   X X X X    X X X    X X X      (257)       68        11         1         0        (55)     (370)    X X X
 2. 1984....    6,862      296     6,566     5,123       192       321        (4)      113        444     5,700    4,564
 3. 1985....    7,446      773     6,673     5,130       616       357         2       127        461     5,330    4,523
 4. 1986....    9,922    2,126     7,796     7,083     1,888       338         3       139        528     6,058    4,851
 5. 1987....   12,033    2,931     9,102     8,183     2,679       378         1       282        613     6,494    5,033
 6. 1988....   13,480    3,508     9,972     8,878     2,459       421        (1)      219        670     7,511    5,409
 7. 1989....   18,461    3,872    14,589    11,414     1,771       507        (2)      254        839    10,991    6,363
 8. 1990....   21,868    4,575    17,293    11,357     2,155       518       (12)      180        826    10,558    7,054
 9. 1991....   25,805    4,650    21,155    12,046     2,097       384       (19)      120        920    11,272    7,992
10. 1992....   37,449    6,461    30,988    13,692     2,088       364         0        67      1,414    13,382    8,424
11. 1993....   37,002    6,572    30,430     6,449     1,098       100        (1)       13      1,597     7,049    5,921
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X    89,098    17,111     3,699       (32)    1,514      8,257    83,975     X X X
</TABLE>
<TABLE>
<CAPTION>
                         Losses Unpaid                 Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                 Case Basis        Bulk + IBNR         Case Basis          Bulk + IBNR                          Total Net Number of
            -------------------------------------------------------------------------------  Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expenses Expenses  Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>       <C>          <C>     <C>           <C>     <C>         <C>      <C>     <C>     <C>         <C>

 1. Prior ..    3,197    1,277       186         0       216         0         3         0          0        51    2,376        114
 2. 1984....    1,288      694        32         0        87         0         1         0         34        15      729         17
 3. 1985....      496      142        36         0        33         0         1         0          5         9      433         17
 4. 1986....    1,227      410       109         0        83         0         2         0         15        22    1,033         35
 5. 1987....    1,573      705       158         0       106         0         3         0         20        25    1,160         46
 6. 1988....    1,436      512       152         0        97         0         3         0         23        26    1,202         63
 7. 1989....    2,613      235       214         0       176         0         4         0         37        62    2,834        129
 8. 1990....    5,494    1,308       436         0       371         0         8         0         67       111    5,112        239
 9. 1991....    9,943    3,964     1,154        29       671         0        20         0        127       171    7,966        430
10. 1992....    8,701    1,248     2,279        89       587         0        40         0        201       232   10,502        890
11. 1993....   11,279    1,874     6,861       658       763         0       117         0        282       377   16,865      1,971
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .   47,247   12,369    11,617       776     3,190         0       202         0        811     1,101   50,212      3,951
</TABLE>
<TABLE>
<CAPTION>
                  Total Losses and       Loss and Loss Expense Percentage Discount for Time        Net Balance Sheet Reserves
               Loss Expenses Incurred       (Incurred/Premiums Earned)     Value of Money     (33)       After Discount
            -------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss   Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss  Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>      <C>        <C>       <C>       <C>           <C>       <C>   <C>       <C>       <C>

 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X    2,106      270
 2. 1984....    7,311      882     6,429     106.5     298.0      97.9         0         0        0.0       626      103
 3. 1985....    6,523      760     5,763      87.6      98.3      86.4         0         0        0.0       390       43
 4. 1986....    9,392    2,301     7,091      94.7     108.2      91.0         0         0        0.0       926      107
 5. 1987....   11,039    3,385     7,654      91.7     115.5      84.1         0         0        0.0     1,026      134
 6. 1988....   11,683    2,970     8,713      86.7      84.7      87.4         0         0        0.0     1,076      126
 7. 1989....   15,829    2,004    13,825      85.7      51.8      94.8         0         0        0.0     2,592      242
 8. 1990....   19,121    3,451    15,670      87.4      75.4      90.6         0         0        0.0     4,622      490
 9. 1991....   25,309    6,071    19,238      98.1     130.6      90.9         0         0        0.0     7,104      862
10. 1992....   27,309    3,425    23,884      72.9      53.0      77.1         0         0        0.0     9,643      859
11. 1993....   27,543    3,629    23,914      74.4      55.2      78.6         0         0        0.0    15,608    1,257
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X   45,719    4,493
</TABLE>
<PAGE>
<TABLE>
SCHEDULE P - PART 1E - COMMERCIAL MULTIPLE PERIL
             (000 omitted)
<CAPTION>
    (1)           Premiums Earned                              Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments        Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                      Expense Payments                                Number of
Premiums Were                             --------------------------------------- Salvage  Unallocated  Total      Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded  Received  Payments  - 8 + 10)   Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>       <C>         <C>       <C>       <C>        <C>    <C>        <C>

 1. Prior ..   X X X X    X X X    X X X         0         0        10         0         0          0        10     X X X
 2. 1984....    6,607      600     6,007     6,103     1,693       498        86        48        123     4,945
 3. 1985....    7,973      805     7,168     3,946       325       444        19        93        105     4,151
 4. 1986....    7,225      996     6,229     3,627     1,066       318        19       120         81     2,941
 5. 1987....    5,565      979     4,586     1,649       260       139        13        39         46     1,561
 6. 1988....    5,979    1,097     4,882     1,535       (48)      158        21        39         43     1,763
 7. 1989....    5,381      945     4,436     3,654       410       218        30        12         59     3,491
 8. 1990....    5,321      869     4,452     2,280       483       180        24        35         46     1,999
 9. 1991....    5,323      810     4,513     2,798       363       159        20        13         54     2,628
10. 1992....    5,499      877     4,622     3,732       241       217        10        11         83     3,781
11. 1993....    4,704      323     4,381     1,883        48       102         4         1         62     1,995
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X    31,207     4,841     2,443       246       411        702    29,265     X X X
</TABLE>
<TABLE>
<CAPTION>
                         Losses Unpaid                 Allocated Loss Expenses Unpaid
            --------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                Case Basis         Bulk + IBNR         Case Basis          Bulk + IBNR                          Total Net Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct             Subrogation Expenses Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>      <C>        <C>      <C>         <C>      <C>       <C>        <C>       <C>   <C>          <C>

 1. Prior ..       36        0         0         0         5         0         0         0          0         1       42          3
 2. 1984....       28        0         0         0         4         0         0         0          0         1       33          2
 3. 1985....       17        0         0         0         2         0         0         0          0         0       19          3
 4. 1986....       17        0         0         0         3         0         0         0          0         0       20          1
 5. 1987....       13        0         0         0         2         0         0         0          0         0       15          0
 6. 1988....        4        0         0         0         1         0         0         0          0         0        5          0
 7. 1989....       10        0         0         0         1         0         0         0          0         0       11          3
 8. 1990....      162        0         0         0        23         0         0         0          0         4      189          8
 9. 1991....      281        0         2         0        31         0         0         0          2         4      318         12
10. 1992....      998        0        26         0       128         0         3         0         10        20    1,175         32
11. 1993....      717       21       205        13        81         1        12         0         38        13      993         83
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .    2,283       21       233        13       281         1        15         0         50        43    2,820        147
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and       Loss and Loss Expense Percentage Discount for Time           Net Balance Sheet Reserves
               Loss Expenses Incurred      (Incurred/Premiums Earned)     Value of Money      (33)        After Discount
            -------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss   Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss  Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>       <C>       <C>           <C>       <C>   <C>        <C>        <C>

 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X       36        6
 2. 1984....    6,758    1,780     4,978     102.3     296.7      82.9         0         0        0.0        28        5
 3. 1985....    4,514      344     4,170      56.6      42.7      58.2         0         0        0.0        17        2
 4. 1986....    4,046    1,085     2,961      56.0     108.9      47.5         0         0        0.0        17        3
 5. 1987....    1,850      274     1,576      33.2      28.0      34.4         0         0        0.0        13        2
 6. 1988....    1,744      (24)    1,768      29.2      (2.2)     36.2         0         0        0.0         4        1
 7. 1989....    3,947      445     3,502      73.4      47.1      78.9         0         0        0.0        10        1
 8. 1990....    2,700      512     2,188      50.7      58.9      49.1         0         0        0.0       162       27
 9. 1991....    3,332      386     2,946      62.6      47.7      65.3         0         0        0.0       283       35
10. 1992....    5,210      254     4,956      94.7      29.0     107.2         0         0        0.0     1,024      151
11. 1993....    3,075       87     2,988      65.4      26.9      68.2         0         0        0.0       888      105
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X    2,482      338
</TABLE>


<PAGE>
SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE - NONE


<PAGE>
SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS-MADE - NONE


<PAGE>
<TABLE>
SCHEDULE P - PART 1G - SPECIAL LIABILITY (OCEAN MARINE, AIRCRAFT (ALL PERILS),
                       BOILER AND MACHINERY)
                       (000 omitted)
<CAPTION>
    (1)           Premiums Earned                              Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments        Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                      Expense Payments                                Number of
Premiums Were                             ---------------------------------------- Salvage  Unallocated  Total     Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)        and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation  Expense (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded   Received  Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>       <C>         <C>       <C>         <C>       <C>    <C>       <C>

 1. Prior ..   X X X X    X X X    X X X         1         0         0         0         0          0         1   X X X X
 2. 1984....    6,307    2,168     4,139     3,064       425       325        45         0          0     2,919   X X X X
 3. 1985....    6,422    2,110     4,312     3,421       485       434        62         0          0     3,308   X X X X
 4. 1986....      567      294       273         2         3         0         0         0          0        (1)  X X X X
 5. 1987....        7        7         0         6         7         0         0         0          0        (1)  X X X X
 6. 1988....      133       75        58        13        12         0         0         0          0         1   X X X X
 7. 1989....      590      197       393       390        57        21         2         0          3       355   X X X X
 8. 1990....    1,101      283       818       478        62        26         2         0          4       444   X X X X
 9. 1991....    1,114      286       828       465        73        22         2         0          3       415   X X X X
10. 1992....    2,299      582     1,717       984        61        33         1         0          4       959   X X X X
11. 1993....    4,533      231     4,302       424        10         8         1         0         12       433   X X X X
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     9,248     1,195       869       115         0         26     8,833   X X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                   Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                Case Basis         Bulk + IBNR          Case Basis         Bulk + IBNR                          Total Net Number of
            -------------------------------------------------------------------------------  Salvage  Unallocated Losses   Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expenses Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded   and Assumed  Ceded and Assumed  Ceded Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>   <C>           <C>     <C>         <C>       <C>       <C>        <C>       <C>  <C>           <C>

 1. Prior ..        0        0         0         0         0         0         0         0          0         0        0         0
 2. 1984....        0        0         0         0         0         0         0         0          0         0        0         0
 3. 1985....        0        0         0         0         0         0         0         0          0         0        0         0
 4. 1986....        0        0         0         0         0         0         0         0          0         0        0         0
 5. 1987....        0        0         0         0         0         0         0         0          0         0        0         0
 6. 1988....        0        0         0         0         0         0         0         0          0         0        0         0
 7. 1989....       58        0        24         0         2         0         0         0          0         0       84         0
 8. 1990....      171        0         0         0         7         0         0         0          0         0      178         0
 9. 1991....      222        0         0         0         9         0         0         0          0         0      231         0
10. 1992....      808        0       171         0        32         0         0         0          0         0    1,011         0
11. 1993....    1,241        0     1,395         0        49         0         0         0          0         1    2,686         8
- -----------------------------------------------------------------------------------------------------------------------------------
12. Totals .    2,500        0     1,590         0        99         0         0         0          0         1    4,190         8
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and       Loss and Loss Expense Percentage Discount for Time          Net Balance Sheet Reserves
               Loss Expenses Incurred      (Incurred/Premiums Earned)      Value of Money     (33)        After Discount
            -------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss   Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss  Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>       <C>       <C>       <C>           <C>       <C>   <C>        <C>        <C>


 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X        0        0
 2. 1984....    3,389      470     2,919      53.7      21.7      70.5         0         0        0.0         0        0
 3. 1985....    3,855      547     3,308      60.0      25.9      76.7         0         0        0.0         0        0
 4. 1986....        2        3        (1)      0.4       1.0      (0.4)        0         0        0.0         0        0
 5. 1987....        6        7        (1)     85.7     100.0       0.0         0         0        0.0         0        0
 6. 1988....       13       12         1       9.8      16.0       1.7         0         0        0.0         0        0
 7. 1989....      498       59       439      84.4      29.9     111.7         0         0        0.0        82        2
 8. 1990....      686       64       622      62.3      22.6      76.0         0         0        0.0       171        7
 9. 1991....      721       75       646      64.7      26.2      78.0         0         0        0.0       222        9
10. 1992....    2,032       62     1,970      88.4      10.7     114.7         0         0        0.0       979       32
11. 1993....    3,130       11     3,119      69.0       4.8      72.5         0         0        0.0     2,636       50
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X    4,090      100
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
             (000 omitted)
    (1)            Premiums Earned                              Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments       Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                    Expense Payments                                 Number of
Premiums Were                             --------------------------------------  Salvage  Unallocated  Total    Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded  Received  Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>      <C>       <C>        <C>       <C>         <C>        <C>     <C>      <C>       <C>

 1. Prior ..   X X X X    X X X    X X X       300         6       112         0         1          4       410     X X X
 2. 1984....    3,850    1,055     2,795     2,754       214       841        11        10        178     3,548    1,429
 3. 1985....    5,428    1,511     3,917     3,022       318       871       114         4        190     3,651    1,158
 4. 1986....    7,660    2,027     5,633     2,562       485       631       (13)       19        178     2,899    1,048
 5. 1987....    9,580    2,200     7,380     3,010       360       743         0         6        205     3,598    1,109
 6. 1988....   10,579    2,006     8,573     2,137       (10)      668        (4)        2        195     3,014    1,392
 7. 1989....   10,814    2,046     8,768     3,294       434     1,035        18         3        244     4,121    1,868
 8. 1990....   12,486    1,915    10,571     3,110       331     1,175         4        12        265     4,215    2,137
 9. 1991....   13,096    1,618    11,478     1,913       220       577         3         5        260     2,527    2,107
10. 1992....   17,796    2,083    15,713     2,020         2       444         0         4        311     2,773    2,163
11. 1993....   17,218    1,341    15,877     1,337         1       464         1         1        309     2,108    1,988
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X    25,459     2,361     7,561       134        67      2,339    32,864     X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid               Allocated Loss Expenses Unpaid
            ---------------------------------------------------------------------------------  (21)       (22)     (23)      (24)
                Case Basis          Bulk + IBNR         Case Basis         Bulk + IBNR                          Total Net  Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct             Subrogation Expenses Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  Anticipated  Unpaid   Unpaid   Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>     <C>           <C>   <C>          <C>    <C>           <C>       <C>      <C>   <C>         <C>

 1. Prior ..      573      307         0         0       210        14         0         0          0         7      469          8
 2. 1984....      527      433         0         0       193        19         0         0          0         2      270          3
 3. 1985....      135        0         0         0        50         0         0         0          0         3      188          3
 4. 1986....      231       40         0         0        85         2         0         0          0         5      279          5
 5. 1987....      276        0         0         0       101         0         0         0          0         7      384         12
 6. 1988....      681      117         0         0       250         5         0         0          0        14      823         14
 7. 1989....    1,283       39         0         0       469         2         0         0          0        31    1,742         40
 8. 1990....    2,959       51         0         0     1,084         2         0         0          0        74    4,064        101
 9. 1991....    3,791       10       734         0     1,388         0       231         0          2       114    6,248        189
10. 1992....    4,697        0     1,790         0     1,720         0       563         0          5       164    8,934        305
11. 1993....    4,044        2     3,578         0     1,483         1     1,124         0          9       195   10,421        701
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .   19,197      999     6,102         0     7,033        45     1,918         0         16       616   33,822      1,381
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and        Loss and Loss Expense Percentage Discount for Time          Net Balance Sheet Reserves
               Loss Expenses Incurred       (Incurred/Premiums Earned)      Value of Money     (33)        After Discount
            --------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss   Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss  Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>     <C>        <C>       <C>       <C>           <C>       <C>   <C>       <C>       <C>

 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X      266      203
 2. 1984....    4,495      677     3,818     116.8      64.2     136.6         0         0        0.0        94      176
 3. 1985....    4,271      432     3,839      78.7      28.6      98.0         0         0        0.0       135       53
 4. 1986....    3,692      514     3,178      48.2      25.4      56.4         0         0        0.0       191       88
 5. 1987....    4,342      360     3,982      45.3      16.4      54.0         0         0        0.0       276      108
 6. 1988....    3,945      108     3,837      37.3       5.4      44.8         0         0        0.0       564      259
 7. 1989....    6,356      493     5,863      58.8      24.1      66.9         0         0        0.0     1,244      498
 8. 1990....    8,667      388     8,279      69.4      20.3      78.3         0         0        0.0     2,908    1,156
 9. 1991....    9,008      233     8,775      68.8      14.4      76.5         0         0        0.0     4,515    1,733
10. 1992....   11,709        2    11,707      65.8       0.1      74.5         0         0        0.0     6,487    2,447
11. 1993....   12,534        5    12,529      72.8       0.4      78.9         0         0        0.0     7,620    2,801
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X   24,300    9,522
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS-MADE
             (000 omitted)
    (1)           Premiums Earned                              Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments       Allocated Loss      (9)       (10)       (11)     (12)
   in Which                                                    Expense Payments                                 Number of
Premiums Were                             ---------------------------------------- Salvage Unallocated  Total    Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded  Received  Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>       <C>           <C>      <C>        <C>      <C>       <C>     <C>       <C>


 1. Prior ..   X X X X    X X X    X X X         0         0         0         0         0          0         0     X X X
 2. 1984....        0        0         0         0         0         0         0         0          0         0        0
 3. 1985....        0        0         0         0         0         0         0         0          0         0        0
 4. 1986....        0        0         0         0         0         0         0         0          0         0        0
 5. 1987....      244       29       215        29         0         7         0         0          5        41        0
 6. 1988....      792      110       682       469         0         3         0         1         25       497       28
 7. 1989....    1,013      141       872       236         0         4         0         1         18       258       34
 8. 1990....    1,059      152       907       389         0         2         0         1         25       416       69
 9. 1991....    1,103      109       994       437         0         4         0         7         25       466      104
10. 1992....    1,523       55     1,468       397         0        17         0         0         41       455      126
11. 1993....    1,620       56     1,564       128         0         5         0         0          7       140      124
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     2,085         0        42         0        10        146     2,273     X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                   Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                Case Basis         Bulk + IBNR         Case Basis          Bulk + IBNR                          Total Net Number of
            -------------------------------------------------------------------------------  Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expenses Expenses  Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded and Assumed  Ceded  Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>      <C>        <C>      <C>        <C>       <C>       <C>        <C>      <C>   <C>          <C>

 1. Prior ..        0        0         0         0         0         0         0         0          0         0        0          0
 2. 1984....        0        0         0         0         0         0         0         0          0         0        0          0
 3. 1985....        0        0         0         0         0         0         0         0          0         0        0          0
 4. 1986....        0        0         0         0         0         0         0         0          0         0        0          0
 5. 1987....       25        0         0         0         0         0         0         0          0         1       26          0
 6. 1988....       87        0         0         0         2         0         0         0          0         2       91          3
 7. 1989....       96        0         0         0         2         0         0         0          0         2      100          3
 8. 1990....      137        0         0         0         2         0         0         0          0         4      143         10
 9. 1991....      327        0         0         0         6         0         0         0          0         9      342         22
10. 1992....      525        0         0         0         9         0         0         0          0        14      548         52
11. 1993....      722        0        82         0        13         0         1         0          0        20      838        105
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .    1,919        0        82         0        34         0         1         0          0        52    2,088        195
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and       Loss and Loss Expense Percentage Discount for Time          Net Balance Sheet Reserves
               Loss Expenses Incurred      (Incurred/Premiums Earned)     Value of Money     (33)        After Discount
            -------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)     (32)   Inter-Company   (34)     (35)
                                                                                             Pooling               Loss
              Direct                       Direct                                  Loss   Participation  Losses  Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss  Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>       <C>       <C>       <C>           <C>       <C>   <C>        <C>         <C>

 1. Prior ..   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X        0        0
 2. 1984....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 3. 1985....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 4. 1986....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 5. 1987....       67        0        67      27.5       0.0      31.2         0         0        0.0        25        1
 6. 1988....      588        0       588      74.2       0.0      86.2         0         0        0.0        87        4
 7. 1989....      358        0       358      35.3       0.0      41.1         0         0        0.0        96        4
 8. 1990....      559        0       559      52.8       0.0      61.6         0         0        0.0       137        6
 9. 1991....      808        0       808      73.3       0.0      81.3         0         0        0.0       327       15
10. 1992....    1,003        0     1,003      65.9       0.0      68.3         0         0        0.0       525       23
11. 1993....      978        0       978      60.4       0.0      62.5         0         0        0.0       804       34
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     X X X     X X X     X X X         0         0     X X X X    2,001       87
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1I - SPECIAL PROPERTY (FIRE, ALLIED LINES, INLAND MARINE,
             EARTHQUAKE, GLASS, BURGLARY AND THEFT)
             (000 omitted)
<CAPTION>
     (1)           Premiums Earned                        Loss and Loss Expense Payments
            -------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)        Loss Payments      Allocated Loss        (9)       (10)     (11)      (12)
    Which                                                      Expense Payments                                  Number of
Premiums Were                            ----------------------------------------  Salvage Unallocated  Total      Claims
  Earned and   Direct              Net       (5)       (6)       (7)       (8)       and      Loss     Net Paid   Reported
 Losses Were    and      Ceded   (2 - 3)    Direct              Direct           Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred   Assumed                     and Assumed Ceded   and Assumed Ceded    Received  Payments  - 8 + 10)   Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>      <C>       <C>       <C>        <C>         <C>       <C>        <C>    <C>        <C>


 1. Prior ..   X X X X    X X X    X X X     1,585       462        90         5        66          5     1,213     X X X
 2. 1992....   33,845    5,282    28,563    19,639     8,255       667        65        71        257    12,243     X X X
 3. 1993....   31,141    1,825    29,316    12,290     1,284       436        42        25        243    11,643     X X X
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X    X X X    X X X    33,514    10,001     1,193       112       162        505    25,099     X X X
</TABLE>
<TABLE>
<CAPTION>
                         Losses Unpaid                  Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                Case Basis         Bulk + IBNR          Case Basis        Bulk + IBNR                          Total Net  Number of
            -------------------------------------------------------------------------------  Salvage Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expense  Expenses Direct and
            and Assumed Ceded  and Assumed Ceded   and Assumed Ceded   and Assumed Ceded   Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>       <C>         <C>       <C>        <C>       <C>        <C>       <C>       <C>  <C>           <C>


 1. Prior ..    1,833      488       583        65        85         8         0         0         19         2    1,942         35
 2. 1992....    2,750      240     1,383        43       130         5         0         0         19        10    3,985         66
 3. 1993....    3,687      484     5,815       171       213        23        33         0         57        67    9,137        269
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Totals .    8,270    1,212     7,781       279       428        36        33         0         95        79   15,064        370
</TABLE>
<TABLE>
<CAPTION>
                   Total Losses and        Loss and Loss Expense Percentage Discount for Time            Net Balance Sheet Reserves
                Loss Expenses Incurred       (Incurred/Premiums Earned)      Value of Money     (33)          After Discount
            --------------------------------------------------------------------------------              --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)   Inter-Company  (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss   Participation Losses   Loss Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss    Expense Percentage   Unpaid      Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>      <C>       <C>        <C>       <C>           <C>       <C>   <C>       <C>         <C>


 1. Prior ..   X X X X    X X X    X X X    X X X X    X X X     X X X         0         0     X X X X    1,863       79
 2. 1992....    24,846    8,618   16,228      73.4     163.2      56.8         0         0        0.0     3,850      135
 3. 1993....    22,784    2,004   20,780      73.2     109.8      70.9         0         0        0.0     8,847      290
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X    X X X    X X X    X X X X    X X X     X X X         0         0     X X X X   14,560      504
</TABLE>
<TABLE>
SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
             (000 omitted)
<CAPTION>
     (1)             Premiums Earned                             Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments       Allocated Loss       (9)       (10)       (11)     (12)
    Which                                                      Expense Payments                                  Number of
Premiums Were                            ----------------------------------------  Salvage  Unallocated  Total      Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid    Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense   (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded  and Assumed  Ceded   Received   Payments  - 8 + 10)    Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>     <C>       <C>          <C>       <C>         <C>   <C>        <C>      <C>       <C>


 1. Prior ..   X X X X    X X X    X X X      (121)        1        29         0       141         (4)      (97)   X X X
 2. 1992....    15,921      163   15,758     8,781       250       431         2       774        675     9,635    8,790
 3. 1993....    16,289      199   16,090     8,127         0       317         0       535        674     9,118    7,001
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X    X X X    X X X    16,787       251       777         2     1,450      1,345    18,656    X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                    Allocated Loss Expenses Unpaid
            --------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                 Case Basis        Bulk + IBNR         Case Basis          Bulk + IBNR                          Total Net Number of
            --------------------------------------------------------------------------------  Salvage Unallocated Losses   Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expense  Expenses Direct and
            and Assumed  Ceded and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>     <C>         <C>     <C>         <C>      <C>        <C>      <C>        <C>   <C>          <C>

 1. Prior ..       62        0         0         0         5         0         0         0          0         1       68        144
 2. 1992....       53        0         0         0         5         0         0         0          0         1       59        126
 3. 1993....    1,252        0       359         0       212         0        11         0        222        41    1,875        706
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Totals .    1,367        0       359         0       222         0        11         0        222        43    2,002        976
</TABLE>
<TABLE>
<CAPTION>
                   Total Losses and       Loss and Loss Expense Percentage Discount for Time             Net Balance Sheet Reserves
                Loss Expenses Incurred      (Incurred/Premiums Earned)      Value of Money         (33)       After Discount
            ------------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)   Inter-Company   (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss  Participation Losses   Loss Expenses
            and Assumed  Ceded     Net   and Assumed  Ceded      Net       Loss    Expense  Percentage  Unpaid      Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>     <C>       <C>        <C>      <C>            <C>       <C>   <C>        <C>        <C>


 1. Prior ..   X X X X    X X X    X X X    X X X X    X X X     X X X         0         0     X X X X       62        6
 2. 1992....     9,946      252    9,694      62.5     154.6      61.5         0         0        0.0        53        6
 3. 1993....    10,993        0   10,993      67.5       0.0      68.3         0         0        0.0     1,611      264
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X   X X X    X X X X   X X X X    X X X    X X X X        0         0     X X X X    1,726      276
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAGE GUARANTY
             (000 omitted)
<CAPTION>
     (1)          Premiums Earned                             Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)      Loss Payments       Allocated Loss         (9)       (10)       (11)     (12)
    Which                                                     Expense Payments                                    Number of
Premiums Were                            ---------------------------------------- Salvage  Unallocated  Total      Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed Ceded   and Assumed Ceded    Received  Payments  - 8 + 10)   Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>         <C>       <C>        <C>       <C>       <C>        <C>      <C>     <C>


 1. Prior ..   X X X X    X X X    X X X       (44)      (62)       54        14        19          3        61     X X X
 2. 1992....     2,415      432    1,983       333         0        36         0         3         15       384     X X X
 3. 1993....     2,654      (81)   2,735       186       212         4         0         0          7       (15)    X X X
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X    X X X    X X X       475       150        94        14        22         25       430     X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                Allocated Loss Expenses Unpaid
            --------------------------------------------------------------------------------  (21)        (22)     (23)      (24)
                Case Basis         Bulk + IBNR         Case Basis          Bulk + IBNR                           Total Net Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expense  Expenses Direct and
            and Assumed Ceded  and Assumed Ceded   and Assumed Ceded   and Assumed Ceded   Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>       <C>         <C>      <C>       <C>       <C>        <C>       <C>       <C>     <C>         <C>


 1. Prior ..      223        1        36         0        48         0         0         0          0         4      310         33
 2. 1992....       55        0        58         0        10         0        10         0          5         4      137         13
 3. 1993....      186      181       231         0        34        24        38         0         21         8      292          8
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Totals .      464      182       325         0        92        24        48         0         26        16      739         54
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and       Loss and Loss Expense Percentage Discount for Time         Net Balance Sheet Reserves
               Loss Expenses Incurred     (Incurred/Premiums Earned)      Value of Money      (33)      After Discount
            -------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)  Inter-Company  (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss  Participation Losses Loss Expenses
            and Assumed Ceded     Net    and Assumed Ceded      Net       Loss    Expense  Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>      <C>       <C>        <C>           <C>       <C>   <C>          <C>      <C>


 1. Prior ..   X X X X    X X X    X X X    X X X X    X X X     X X X         0         0     X X X X      258       52
 2. 1992....       521        0      521      21.6       0.0      26.3         0         0        0.0       113       24
 3. 1993....       694      417      277      26.1    (514.8)     10.1         0         0        0.0       236       56
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X    X X X    X X X    X X X X    X X X     X X X         0         0     X X X X      607      132
</TABLE>
<TABLE>
SCHEDULE P - PART 1L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
             (000 omitted)
<CAPTION>
     (1)          Premiums Earned                             Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)      Loss Payments       Allocated Loss       (9)       (10)       (11)     (12)
    Which                                                     Expense Payments                                  Number of
Premiums Were                            --------------------------------------- Salvage  Unallocated  Total      Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct           Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed Ceded   and Assumed Ceded   Received   Payments  - 8 + 10)   Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>         <C>         <C>       <C>       <C>       <C>        <C>     <C>    <C>


 1. Prior ..   X X X X    X X X    X X X       265         0         0         0         0          0       265    X X X
 2. 1992....       141        0      141       369         0         0         0         0          0       369    X X X
 3. 1993....        13        0       13         1         0         0         0         0          0         1    X X X
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X    X X X    X X X       635         0         0         0         0          0       635    X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                 Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                Case Basis         Bulk + IBNR          Case Basis          Bulk + IBNR                         Total Net Number of
            -------------------------------------------------------------------------------  Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expense  Expenses Direct and
            and Assumed Ceded  and Assumed Ceded   and Assumed Ceded   and Assumed Ceded   Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>       <C>


 1. Prior ..        0        0         0         0         0         0         0         0          0         0        0         0
 2. 1992....        0        0         0         0         0         0         0         0          0         0        0         0
 3. 1993....        0        0         0         0         0         0         0         0          0         0        0         0
- -----------------------------------------------------------------------------------------------------------------------------------
 4. Totals .        0        0         0         0         0         0         0         0          0         0        0         0
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and      Loss and Loss Expense Percentage Discount for Time            Net Balance Sheet Reserves
               Loss Expenses Incurred    (Incurred/Premiums Earned)       Value of Money      (33)       After Discount
            ------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)  Inter-Company  (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss  Participation  Losses Loss Expenses
            and Assumed  Ceded     Net    and Assumed Ceded      Net       Loss    Expense  Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>      <C>        <C>       <C>           <C>       <C>   <C>            <C>      <C>


 1. Prior ..   X X X X    X X X    X X X    X X X X    X X X     X X X         0         0     X X X X        0        0
 2. 1992....       369        0      369     261.7       0.0     261.7         0         0        0.0         0        0
 3. 1993....         1        0        1       7.7       0.0       7.7         0         0        0.0         0        0
- -------------------------------------------------------------------------------------------------------------------------
 4. Totals .   X X X X   X X X    X X X X   X X X X    X X X    X X X X        0         0     X X X X        0        0
</TABLE>


<PAGE>
SCHEDULE P - PART 1M - INTERNATIONAL - NONE

<PAGE>
<TABLE>
SCHEDULE P - PART 1N - REINSURANCE A
             (000 omitted)
     (1)           Premiums Earned                                Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)      Loss Payments        Allocated Loss       (9)       (10)       (11)     (12)
    Which                                                      Expense Payments                                   Number of
Premiums Were                             ---------------------------------------- Salvage  Unallocated  Total     Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)        and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation  Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded   Received  Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>      <C>       <C>          <C>        <C>        <C>      <C>    <C>        <C>


 1. 1988....    3,247    1,527     1,720     2,583       352        71        11         0         19     2,310     X X X
 2. 1989....    5,586    4,314     1,272    15,147    10,139        47         6         0         44     5,093     X X X
 3. 1990....    7,742    4,661     3,081     5,074     2,573        14         2         0         19     2,532     X X X
 4. 1991....    8,597    4,608     3,989     5,326     1,377        31         4         0         36     4,012     X X X
 5. 1992....   13,129    9,811     3,318    22,301    11,164        31         3         0         70    11,235     X X X
 6. 1993....    6,793      663     6,130     1,417         0        12         0         0         21     1,450     X X X
- -------------------------------------------------------------------------------------------------------------------------
 7. Totals .   X X X X    X X X    X X X    51,848    25,605       206        26         0        209    26,632     X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                     Allocated Loss Expenses Unpaid
            --------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                 Case Basis        Bulk + IBNR          Case Basis          Bulk + IBNR                          Total Net Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss       and  Outstanding
              Direct             Direct              Direct              Direct             Subrogation Expense  Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>        <C>     <C>         <C>        <C>        <C>       <C>       <C>        <C>       <C>  <C>       <C>


 1. 1988....       28        0        33         0         0         0         0         0          0         0       61     X X X X
 2. 1989....      301      172       168        60         1         0         0         0          0         0      238     X X X X
 3. 1990....      191      218       152         0         1         0         0         0          0         0      126     X X X X
 4. 1991....      457      190       236        48         2         0         0         0          0         0      457     X X X X
 5. 1992....    2,261      120       920        31         7         0         0         0          0         0    3,037     X X X X
 6. 1993....    1,558        0     1,217        78         5         0         0         0          0         1    2,703     X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Totals .    4,796      700     2,726       217        16         0         0         0          0         1    6,622     X X X X
</TABLE>
<TABLE>
<CAPTION>
                   Total Losses and     Loss and Loss Expense Percentage Discount for Time             Net Balance Sheet Reserves
                Loss Expenses Incurred      (Incurred/Premiums Earned)    Value of Money      (33)           After Discount
            --------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)   Inter-Company   (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss   Participation Losses  Loss Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss    Expense  Percentage  Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>       <C>        <C>       <C>       <C>           <C>       <C>   <C>        <C>         <C>


 1. 1988....    2,739      368     2,371      84.4      24.1     137.8         0         0        0.0        61        0
 2. 1989....   15,717   10,386     5,331     281.4     240.8     419.1         0         0        0.0       237        1
 3. 1990....    5,456    2,798     2,658      70.5      60.0      86.3         0         0        0.0       125        1
 4. 1991....    6,096    1,627     4,469      70.9      35.3     112.0         0         0        0.0       455        2
 5. 1992....   25,602   11,330    14,272     195.0     115.5     430.1         0         0        0.0     3,030        7
 6. 1993....    4,231       78     4,153      62.3      11.8      67.7         0         0        0.0     2,697        6
- -------------------------------------------------------------------------------------------------------------------------
 7. Totals .    X X X     X X X    X X X     X X X     X X X     X X X         0         0     X X X X    6,605       17
</TABLE>
<TABLE>
SCHEDULE P - PART 1O - REINSURANCE B
             (000 Omitted)
<CAPTION>
     (1)           Premiums Earned                                Loss and Loss Expense Payments
            --------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)      Loss Payments        Allocated Loss       (9)       (10)       (11)     (12)
    Which                                                      Expense Payments                                  Number of
Premiums Were                             ---------------------------------------- Salvage  Unallocated  Total    Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed  Ceded   and Assumed  Ceded  Received  Payments  - 8 + 10)    Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>     <C>        <C>         <C>       <C>        <C>        <C>       <C>    <C>       <C>


 1. 1988....   (2,291)    (329)   (1,962)    2,066       124       216        31         0          9     2,136     X X X
 2. 1989....    1,988      285     1,703     1,125        60        69         5         0          7     1,136     X X X
 3. 1990....    2,100      303     1,797       989        46        59         5         0          7     1,004     X X X
 4. 1991....    2,634      379     2,255       404       (45)       20         1         0          7       475     X X X
 5. 1992....    2,523      450     2,073       240         9         3         0         0          5       239     X X X
 6. 1993....    1,887        0     1,887        35         1        (1)        0         0          4        37     X X X
- -------------------------------------------------------------------------------------------------------------------------
 7. Totals .    X X X     X X X    X X X     4,859       195       366        42         0         39     5,027     X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                   Allocated Loss Expenses Unpaid
            --------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                 Case Basis         Bulk + IBNR        Case Basis          Bulk + IBNR                           Total Net Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses   Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss     and    Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expense  Expenses Direct and
            and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded  and Assumed  Ceded Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>   <C>           <C>     <C>         <C>       <C>       <C>        <C>       <C>  <C>       <C>


 1. 1988....      251        0       771         0        21         0         0         0          0         0    1,043     X X X X
 2. 1989....      430        0       765         0        36         0         0         0          0         0    1,231     X X X X
 3. 1990....      431        0       797         0        36         0         0         0          0         0    1,264     X X X X
 4. 1991....      410        0     1,231         0        34         0         0         0          0         0    1,675     X X X X
 5. 1992....      453        0     1,343         0        38         0         0         0          0         0    1,834     X X X X
 6. 1993....      336        0     1,487         0        27         0         0         0          0         1    1,851     X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Totals .    2,311        0     6,394         0       192         0         0         0          0         1    8,898     X X X X
</TABLE>
<TABLE>
<CAPTION>
                 Total Losses and       Loss and Loss Expense Percentage Discount for Time            Net Balance Sheet Reserves
              Loss Expenses Incurred      (Incurred/Premiums Earned)       Value of Money      (33)        After Discount
            --------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)   Inter-Company   (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss   Participation  Losses  Loss Expenses
            and Assumed  Ceded     Net    and Assumed  Ceded      Net       Loss   Expense  Percentage    Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>      <C>      <C>        <C>      <C>            <C>       <C>   <C>        <C>        <C>


 1. 1988....    3,336      157     3,179    (145.6)    (47.7)   (162.0)        0         0        0.0     1,022       21
 2. 1989....    2,433       66     2,367     122.4      23.2     139.0         0         0        0.0     1,195       36
 3. 1990....    2,321       53     2,268     110.5      17.5     126.2         0         0        0.0     1,228       36
 4. 1991....    2,107      (43)    2,150      80.0     (11.3)     95.3         0         0        0.0     1,641       34
 5. 1992....    2,082        9     2,073      82.5       2.0     100.0         0         0        0.0     1,796       38
 6. 1993....    1,889        1     1,888     100.1       0.0     100.1         0         0        0.0     1,823       28
- -------------------------------------------------------------------------------------------------------------------------
 7. Totals .    X X X     X X X    X X X     X X X     X X X     X X X         0         0     X X X X    8,705      193
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1P - REINSURANCE C
             (000 omitted)
<CAPTION>
     (1)          Premiums Earned                              Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments      Allocated Loss        (9)      (10)       (11)     (12)
    Which                                                     Expense Payments                                   Number of
Premiums Were                            ---------------------------------------- Salvage  Unallocated  Total     Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed Ceded   and Assumed Ceded    Received  Payments  - 8 + 10)   Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>       <C>        <C>       <C>         <C>       <C>       <C>        <C>     <C>     <C>


 1. 1988....      797      115       682        (2)       (2)        0         0         0          0         0     X X X
 2. 1989....      499       72       427        79         5         0         0         0          0        74     X X X
 3. 1990....      393       57       336        55        (1)        0         0         0          0        56     X X X
 4. 1991....      376       54       322        (2)      (11)        0         0         0          0         9     X X X
 5. 1992....      334       60       274        35         8         0         0         0          1        28     X X X
 6. 1993....      201        0       201         1        (1)        0         0         0          1         3     X X X
- -------------------------------------------------------------------------------------------------------------------------
 7. Totals .   X X X X    X X X    X X X       166        (2)        0         0         0          2       170     X X X
</TABLE>
<TABLE>
<CAPTION>
                          Losses Unpaid                  Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                Case Basis         Bulk + IBNR          Case Basis          Bulk + IBNR                         Total Net Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expense  Expenses Direct and
            and Assumed Ceded  and Assumed Ceded   and Assumed Ceded   and Assumed Ceded   Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>     <C>         <C>       <C>       <C>       <C>       <C>        <C>       <C>    <C>     <C>


 1. 1988....        2        0        14         0         0         0         0         0          0         0       16     X X X X
 2. 1989....       17        0        43         0         0         0         0         0          0         0       60     X X X X
 3. 1990....       74        0        48         0         1         0         0         0          0         0      123     X X X X
 4. 1991....        1        0        64         0         0         0         0         0          0         0       65     X X X X
 5. 1992....        0        0       157         0         0         0         0         0          0         0      157     X X X X
 6. 1993....       10        0       154         0         0         0         0         0          0         0      164     X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Totals .      104        0       480         0         1         0         0         0          0         0      585     X X X X
</TABLE>
<TABLE>
<CAPTION>
                   Total Losses and     Loss and Loss Expense Percentage Discount for Time          Net Balance Sheet Reserves
                Loss Expenses Incurred     (Incurred/Premiums Earned)      Value of Money     (33)      After Discount
            -------------------------------------------------------------------------------           --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)  Inter-Company  (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss  Participation Losses  Loss Expenses
            and Assumed Ceded     Net *  and Assumed Ceded      Net       Loss    Expense  Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>      <C>       <C>       <C>       <C>           <C>       <C>   <C>          <C>        <C>


 1. 1988....       14       (2)       16       1.8      (1.7)      2.3         0         0        0.0        16        0
 2. 1989....      139        5       134      27.9       6.9      31.4         0         0        0.0        60        0
 3. 1990....      178       (1)      179      45.3      (1.8)     53.3         0         0        0.0       122        1
 4. 1991....       63      (11)       74      16.8     (20.4)     23.0         0         0        0.0        65        0
 5. 1992....      193        8       185      57.8      13.3      67.5         0         0        0.0       157        0
 6. 1993....      166       (1)      167      82.6       0.0      83.1         0         0        0.0       164        0
- -------------------------------------------------------------------------------------------------------------------------
 7. Totals .    X X X     X X X    X X X     X X X     X X X     X X X         0         0     X X X X      584        1
</TABLE>
<TABLE>
SCHEDULE P - PART 1Q - REINSURANCE D
            (000 Omitted)
<CAPTION>
     (1)          Premiums Earned                              Loss and Loss Expense Payments
            ------------------------------------------------------------------------------------------------------------
    Years      (2)       (3)      (4)       Loss Payments       Allocated Loss      (9)       (10)       (11)     (12)
    Which                                                      Expense Payments                                 Number of
Premiums Were                            ---------------------------------------- Salvage  Unallocated  Total     Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed Ceded   and Assumed Ceded    Received  Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>       <C>       <C>       <C>        <C>         <C>         <C>      <C>    <C>        <C>


 1. Prior ..   X X X X   X X X    X X X X    4,739         0        85         0         0         10     4,834     X X X
 2. 1984....   10,742    2,578     8,164    18,224     2,973       177        22         0         60    15,466     X X X
 3. 1985....   17,306    4,970    12,336    23,908     4,301       156        19         0         86    19,830     X X X
 4. 1986....   47,302   13,221    34,081     9,721     1,285       210        29         0         64     8,681     X X X
 5. 1987....   31,251    8,393    22,858    14,209     4,980       401        52         0        223     9,801     X X X
- -------------------------------------------------------------------------------------------------------------------------
 6. Totals .    X X X     X X X    X X X    70,801    13,539     1,029       122         0        443    58,612     X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                   Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                 Case Basis         Bulk + IBNR         Case Basis          Bulk + IBNR                         Total Net Number of
            -------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expense  Expenses Direct and
            and Assumed Ceded  and Assumed Ceded   and Assumed Ceded   and Assumed Ceded   Anticipated  Unpaid   Unpaid    Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>   <C>           <C>     <C>         <C>       <C>       <C>        <C>       <C>  <C>       <C>


 1. Prior ..    1,144        0     1,028         0        70         0         0         0          0         0    2,242     X X X X
 2. 1984....      527        0       476         0        32         0         0         0          0         0    1,035     X X X X
 3. 1985....      361        0       628         0        22         0         0         0          0         0    1,011     X X X X
 4. 1986....      236        0       706         0        15         0         0         0          0         0      957     X X X X
 5. 1987....      501        0       850         0        32         0         0         0          0         1    1,384     X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
 6. Totals .    2,769        0     3,688         0       171         0         0         0          0         1    6,629     X X X X
</TABLE>
<TABLE>
<CAPTION>
                   Total Losses and     Loss and Loss Expense Percentage Discount for Time           Net Balance Sheet Reserves
                Loss Expenses Incurred     (Incurred/Premiums Earned)     Value of Money      (33)        After Discount
            -------------------------------------------------------------------------------           -------------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)  Inter-Company  (34)     (35)
                                                                                             Pooling
              Direct                       Direct                                   Loss  Participation Losses Loss Expenses
            and Assumed Ceded     Net    and Assumed Ceded      Net       Loss    Expense  Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>      <C>       <C>       <C>       <C>            <C>       <C>   <C>        <C>        <C>


 1. Prior ..   X X X X   X X X    X X X X   X X X X   X X X X   X X X X        0         0        0.0     2,172       70
 2. 1984....   19,506    3,005    16,501     181.6     116.6     202.1         0         0        0.0     1,003       32
 3. 1985....   25,175    4,334    20,841     145.5      87.2     168.9         0         0        0.0       989       22
 4. 1986....   10,962    1,324     9,638      23.2      10.0      28.3         0         0        0.0       942       15
 5. 1987....   16,253    5,068    11,185      52.0      60.4      48.9         0         0        0.0     1,351       33
- -------------------------------------------------------------------------------------------------------------------------
 6. Totals .    X X X     X X X    X X X     X X X     X X X     X X X         0         0     X X X X    6,457      172
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
             (000 omitted)
<CAPTION>
                  Premiums Earned                          Loss and Loss Expense Payments
     (1)    -----------------------------------------------------------------------------------------------------  (12)
    Years      (2)       (3)      (4)      Loss Payments       Allocated Loss       (9)       (10)       (11)
   in Which                                                   Expense Payments                                   Number of
Premiums Were                            ---------------------------------------- Salvage  Unallocated  Total      Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid   Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense  (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed Ceded   and Assumed Ceded    Received  Payments  - 8 + 10)    Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>       <C>           <C>   <C>           <C>       <C>      <C>     <C>      <C>


 1. Prior ..   X X X X    X X X    X X X         7         0        15         0         0          0        22    X X X
 2. 1984....      756        0       756       410         0       195         0         1         21       626      152
 3. 1985....      928        0       928       618         0       375         0         1         24     1,017      112
 4. 1986....    1,261        0     1,261       601         0       440         0         0         28     1,069       91
 5. 1987....    1,450        0     1,450       480         0       198         0         0         25       703      101
 6. 1988....    1,256        0     1,256        88         0        85         0         1         20       193      102
 7. 1989....    1,509        0     1,509        70         0       194         0         0         18       282      123
 8. 1990....    1,790        0     1,790       190         0        93         0         0         22       305      110
 9. 1991....    1,797        2     1,795      (203)        0       (71)        0         5          7      (267)     110
10. 1992....    2,056       40     2,016       118         0        44         0         0         29       191      110
11. 1993....    2,175       19     2,156        61         0         9         0         0         19        89      102
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X     2,440         0     1,577         0         8        213     4,230    X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                    Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------  (21)       (22)     (23)      (24)
                 Case Basis        Bulk + IBNR          Case Basis         Bulk + IBNR                         Total Net  Number of
            ------------------------------------------------------------------------------- Salvage  Unallocated Losses    Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expenses Expenses   Direct
            and Assumed Ceded  and Assumed Ceded   and Assumed Ceded   and Assumed Ceded   Anticipated  Unpaid   Unpaid  and Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>   <C>           <C>   <C>           <C>     <C>         <C>        <C>      <C>   <C>          <C>


 1. Prior ..       56        0         0         0        41         0         0         0          0         1       98          3
 2. 1984....       92        0         0         0        68         0         0         0          0         2      162          9
 3. 1985....       41        0         0         0        30         0         0         0          0         1       72          5
 4. 1986....      137        0         0         0       101         0         0         0          0         3      241          3
 5. 1987....       59        0         0         0        44         0         0         0          0         1      104          3
 6. 1988....      263        0         0         0       193         0         0         0          0         6      462          3
 7. 1989....      257        0         0         0       189         0         0         0          0         6      452          9
 8. 1990....      345        0         0         0       254         0         0         0          0         8      607         10
 9. 1991....      361        0       192         0       265         0       115         0          0        14      947         20
10. 1992....      107        0       468         0        79         0       281         0          0        14      949         14
11. 1993....      119        0       936         0        88         0       562         0          0        28    1,733         30
- ------------------------------------------------------------------------------------------------------------------------------------
12. Totals .    1,837        0     1,596         0     1,352         0       958         0          0        84    5,827        109
</TABLE>
<TABLE>
<CAPTION>
                  Total Losses and      Loss and Loss Expense Percentage Discount for Time           Net Balance Sheet Reserves
               Loss Expenses Incurred       (Incurred/Premiums Earned)     Value of Money     (33)        After Discount
            ----------------------------------------------------------------------------- Inter-Company --------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)     Pooling     (34)     (35)
              Direct                       Direct                                   Loss  Participation Losses  Loss Expenses
            and Assumed Ceded     Net    and Assumed Ceded      Net       Loss    Expense  Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>    <C>         <C>       <C>       <C>           <C>       <C>   <C>        <C>      <C>


 1. Prior ..    X X X     X X X    X X X     X X X     X X X     X X X         0         0     X X X X       56       42
 2. 1984....      788        0       788     104.2       0.0     104.2         0         0        0.0        92       70
 3. 1985....    1,089        0     1,089     117.3       0.0     117.3         0         0        0.0        41       31
 4. 1986....    1,310        0     1,310     103.9       0.0     103.9         0         0        0.0       137      104
 5. 1987....      807        0       807      55.7       0.0      55.7         0         0        0.0        59       45
 6. 1988....      655        0       655      52.1       0.0      52.1         0         0        0.0       263      199
 7. 1989....      734        0       734      48.6       0.0      48.6         0         0        0.0       257      195
 8. 1990....      912        0       912      50.9       0.0      50.9         0         0        0.0       345      262
 9. 1991....      680        0       680      37.8       0.0      37.9         0         0        0.0       553      394
10. 1992....    1,140        0     1,140      55.4       0.0      56.5         0         0        0.0       575      374
11. 1993....    1,822        0     1,822      83.8       0.0      84.5         0         0        0.0     1,055      678
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X   X X X    X X X X    X X X     X X X     X X X         0         0     X X X X    3,433    2,394
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS-MADE
             (000 omitted)
<CAPTION>
                  Premiums Earned                           Loss and Loss Expense Payments
     (1)    ---------------------------------------------------------------------------------------------------  (12)
    Years      (2)       (3)      (4)      Loss Payments       Allocated Loss       (9)       (10)       (11)
   in Which                                                   Expense Payments                                  Number of
Premiums Were                            ---------------------------------------- Salvage  Unallocated  Total    Claims
  Earned and  Direct              Net       (5)       (6)       (7)       (8)       and       Loss     Net Paid  Reported
 Losses Were   and      Ceded   (2 - 3)    Direct              Direct            Subrogation Expense (5 - 6 + 7 Direct and
   Incurred  Assumed                     and Assumed Ceded   and Assumed Ceded    Received  Payments  - 8 + 10)  Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>      <C>          <C>        <C>       <C>       <C>       <C>        <C>      <C>   <C>


 1. Prior ..   X X X X    X X X    X X X         0         0         0         0         0          0         0    X X X
 2. 1984....        0        0         0         0         0         0         0         0          0         0        0
 3. 1985....        0        0         0         0         0         0         0         0          0         0        0
 4. 1986....        0        0         0         0         0         0         0         0          0         0        0
 5. 1987....        2        0         2         0         0         0         0         0          0         0        0
 6. 1988....        8        0         8         0         0         0         0         0          0         0        0
 7. 1989....       18        0        18         0         0         0         0         0          0         0        0
 8. 1990....       21        0        21        22         0         1         0         0          0        23        0
 9. 1991....        9        0         9         0         0         0         0         0          0         0        0
10. 1992....        6        0         6         0         0         0         0         0          0         0        0
11. 1993....        0        0         0         0         0         0         0         0          0         0        0
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X    X X X    X X X        22         0         1         0         0          0        23    X X X
</TABLE>
<TABLE>
<CAPTION>
                        Losses Unpaid                   Allocated Loss Expenses Unpaid
            -------------------------------------------------------------------------------   (21)       (22)     (23)      (24)
                Case Basis         Bulk + IBNR          Case Basis          Bulk + IBNR                         Total Net Number of
            -------------------------------------------------------------------------------  Salvage  Unallocated Losses   Claims
               (13)     (14)      (15)      (16)      (17)      (18)      (19)      (20)       and       Loss      and   Outstanding
              Direct             Direct              Direct              Direct            Subrogation Expenses Expenses   Direct
            and Assumed Ceded  and Assumed Ceded   and Assumed Ceded   and Assumed Ceded   Anticipated  Unpaid   Unpaid  and Assumed
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>       <C>


 1. Prior ..        0        0         0         0         0         0         0         0          0         0        0         0
 2. 1984....        0        0         0         0         0         0         0         0          0         0        0         0
 3. 1985....        0        0         0         0         0         0         0         0          0         0        0         0
 4. 1986....        0        0         0         0         0         0         0         0          0         0        0         0
 5. 1987....        0        0         0         0         0         0         0         0          0         0        0         0
 6. 1988....        0        0         0         0         0         0         0         0          0         0        0         0
 7. 1989....        0        0         0         0         0         0         0         0          0         0        0         0
 8. 1990....        0        0         0         0         0         0         0         0          0         0        0         0
 9. 1991....        0        0         0         0         0         0         0         0          0         0        0         0
10. 1992....        0        0         0         0         0         0         0         0          0         0        0         0
11. 1993....        0        0         0         0         0         0         0         0          0         0        0         0
- -----------------------------------------------------------------------------------------------------------------------------------
12. Totals .        0        0         0         0         0         0         0         0          0         0        0         0
</TABLE>
<TABLE>
<CAPTION>
                  Total Losses and     Loss and Loss Expense Percentage Discount for Time           Net Balance Sheet Reserves
               Loss Expenses Incurred     (Incurred/Premiums Earned)     Value of Money        (33)      After Discount
            ----------------------------------------------------------------------------- Inter-Company -------------------
               (25)     (26)      (27)      (28)      (29)      (30)      (31)      (32)     Pooling     (34)     (35)
              Direct                       Direct                                   Loss   Participation Losses  Loss Expenses
            and Assumed Ceded     Net    and Assumed Ceded      Net       Loss    Expense   Percentage   Unpaid   Unpaid
- -------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>    <C>         <C>       <C>       <C>           <C>       <C>   <C>            <C>      <C>


 1. Prior ..    X X X     X X X    X X X     X X X     X X X     X X X         0         0     X X X X        0        0
 2. 1984....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 3. 1985....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 4. 1986....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 5. 1987....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 6. 1988....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 7. 1989....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
 8. 1990....       23        0        23     109.5       0.0     109.5         0         0        0.0         0        0
 9. 1991....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
10. 1992....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
11. 1993....        0        0         0       0.0       0.0       0.0         0         0        0.0         0        0
- -------------------------------------------------------------------------------------------------------------------------
12. Totals .   X X X X   X X X    X X X X    X X X     X X X     X X X         0         0     X X X X        0        0
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 2A - HOMEOWNERS/FARMOWNERS
<CAPTION>
        (1)                 Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)             Development**
                   -----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)       (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984      1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>      <C>    <C>        <C>      <C>      <C>      <C>      <C>   <C>         <C>        <C>


  1.   Prior ......     726       621      701      626      592      565      550      552      545      552          7          0
  2.   1984........   5,870     5,811    5,791    5,762    5,714    5,699    5,689    5,697    5,694    5,703          9          6
  3.   1985........   X X X     5,748    5,642    5,638    5,637    5,604    5,595    5,579    5,568    5,565         (3)       (14)
  4.   1986........   X X X     X X X    5,130    4,821    4,759    4,801    4,752    4,725    4,698    4,654        (44)       (71)
  5.   1987........   X X X     X X X    X X X    4,314    4,233    4,146    4,014    4,009    4,010    4,013          3          4
  6.   1988........   X X X     X X X    X X X  X X X X    4,310    4,204    4,146    4,043    4,049    4,053          4         10
  7.   1989........   X X X     X X X    X X X  X X X X    X X X    5,708    5,866    5,854    5,798    5,831         33        (23)
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X    5,635    5,449    5,440    5,433         (7)       (16)
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    6,823    6,279    6,297         18       (526)
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    7,032    6,433       (599)   X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X    7,424    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     12. Total      (579)      (630)
</TABLE>
<TABLE>
SCHEDULE P - PART 2B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
<CAPTION>
        (1)                 Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)             Development**
                   -----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)       (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984      1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>     <C>     <C>       <C>      <C>      <C>      <C>      <C>    <C>         <C>        <C>


  1.   Prior ......   3,900     4,169    4,439    4,435    4,294    4,335    4,304    4,301    4,342    4,356         14         55
  2.   1984........   8,855     9,423    9,689    9,670    9,584    9,579    9,540    9,523    9,542    9,542          0         19
  3.   1985........   X X X     9,294    9,772    9,963    9,702    9,606    9,637    9,619    9,601    9,641         40         22
  4.   1986........   X X X     X X X   11,066   11,321   10,897   10,806   10,824   10,842   10,912   10,879        (33)        37
  5.   1987........   X X X     X X X    X X X   13,053   13,166   12,975   13,061   12,932   12,894   12,903          9        (29)
  6.   1988........   X X X     X X X    X X X  X X X X   12,801   12,569   12,126   12,104   12,215   12,241         26        137
  7.   1989........   X X X     X X X    X X X  X X X X    X X X   11,901   12,092   11,781   11,569   11,586         17       (195)
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X   12,049   11,684   11,793   11,585       (208)       (99)
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X   12,454   12,934   12,707       (227)       253
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X   15,763   15,704        (59)   X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X   19,726    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     12. Total      (421)       200
</TABLE>
<TABLE>
SCHEDULE P - PART 2C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
<CAPTION>
        (1)                 Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)             Development**
                   -----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)       (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984      1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>      <C>    <C>        <C>      <C>      <C>      <C>      <C>   <C>         <C>        <C>


  1.   Prior ......   3,705     3,760    3,874    4,209    4,097    4,042    4,031    4,001    4,059    3,965        (94)       (36)
  2.   1984........   3,280     3,966    3,805    3,866    3,924    3,839    3,692    3,638    3,631    3,626         (5)       (12)
  3.   1985........   X X X     3,409    3,938    4,205    4,118    4,147    3,980    3,993    3,947    3,945         (2)       (48)
  4.   1986........   X X X     X X X    2,583    2,364    2,257    2,257    2,192    2,164    2,091    2,087         (4)       (77)
  5.   1987........   X X X     X X X    X X X    3,441    2,871    3,072    2,850    2,900    2,843    2,769        (74)      (131)
  6.   1988........   X X X     X X X    X X X  X X X X    3,408    3,768    4,283    4,068    3,758    3,680        (78)      (388)
  7.   1989........   X X X     X X X    X X X  X X X X    X X X    3,298    3,644    4,048    3,765    3,691        (74)      (357)
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X    4,691    5,342    5,206    5,105       (101)      (237)
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    5,418    6,267    6,478        211      1,060
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    9,111    8,752       (359)   X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X    8,297    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     12. Total      (580)      (226)
</TABLE>
<TABLE>
SCHEDULE P - PART 2D - WORKERS' COMPENSATION
<CAPTION>
        (1)                 Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)             Development**
                   -----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)       (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984      1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>      <C>    <C>        <C>     <C>      <C>      <C>      <C>    <C>         <C>        <C>


  1.   Prior ......   7,549     6,695    6,702    6,436    6,384    6,202    5,994    5,796    5,739    5,866        127         70
  2.   1984........   5,815     5,789    5,981    6,068    6,050    6,168    6,081    5,998    5,960    5,970         10        (28)
  3.   1985........   X X X     5,386    5,688    5,849    5,576    5,411    5,313    5,249    5,202    5,294         92         45
  4.   1986........   X X X     X X X    6,503    6,759    6,681    6,612    6,392    6,516    6,431    6,541        110         25
  5.   1987........   X X X     X X X    X X X    8,105    7,647    7,481    7,052    7,158    7,030    7,017        (13)      (141)
  6.   1988........   X X X     X X X    X X X  X X X X    8,274    8,233    7,847    7,795    7,828    8,016        188        221
  7.   1989........   X X X     X X X    X X X  X X X X    X X X   11,346   11,988   12,352   12,778   12,923        145        571
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X   12,316   13,781   14,396   14,733        337        952
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X   16,389   17,424   18,146        722      1,757
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X   22,023   22,238        215    X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X   21,940    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     12. Total     1,933      3,472
</TABLE>
<TABLE>
SCHEDULE P - PART 2E - COMMERCIAL MULTIPLE PERIL
<CAPTION>
        (1)                 Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)             Development**
                   -----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)       (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984      1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>      <C>    <C>        <C>      <C>      <C>      <C>      <C>  <C>          <C>        <C>


  1.   Prior ......   1,324     1,519    1,561    1,548    1,337    1,405    1,421    1,302    1,301    1,321         20         19
  2.   1984........   5,393     5,160    5,035    5,068    5,055    4,872    4,878    4,848    4,852    4,853          1          5
  3.   1985........   X X X     4,276    3,978    4,088    4,220    4,032    4,212    4,168    4,059    4,066          7       (102)
  4.   1986........   X X X     X X X    3,567    2,993    3,000    2,898    2,816    2,789    2,900    2,880        (20)        91
  5.   1987........   X X X     X X X    X X X    1,833    1,688    1,620    1,585    1,548    1,531    1,530         (1)       (18)
  6.   1988........   X X X     X X X    X X X  X X X X    2,347    1,786    1,755    1,742    1,759    1,725        (34)       (17)
  7.   1989........   X X X     X X X    X X X  X X X X    X X X    3,130    3,546    3,446    3,435    3,444          9         (2)
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X    2,389    2,025    2,138    2,138          0        113
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    3,031    2,880    2,887          7       (144)
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    4,090    4,854        764    X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X    2,911    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    12. Totals       753        (55)
</TABLE>


<PAGE>
SCHEDULE P - PART 2F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE - NONE
SCHEDULE P - PART 2F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS-MADE - NONE
<TABLE>
SCHEDULE P - PART 2G - SPECIAL LIABILITY (OCEAN MARINE, AIRCRAFT
                       (ALL PERILS), BOILER AND MACHINERY)
<CAPTION>
        (1)            Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                   ----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)        (3)      (4)      (5)      (6)      (7)     (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984       1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred


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


  1.   Prior ......   9,224     6,035    6,030    6,035    6,036    6,041    6,041    6,038    6,034    6,034          0         (4)
  2.   1984........   4,345     2,918    2,918    2,918    2,918    2,918    2,918    2,918    2,918    2,918          0          0
  3.   1985........   X X X     3,313    3,308    3,308    3,308    3,308    3,308    3,308    3,308    3,308          0          0
  4.   1986........   X X X     X X X        4        0       (2)      (2)      (2)      (2)      (2)      (2)         0          0
  5.   1987........   X X X     X X X    X X X        4        1       (1)      (1)      (1)      (1)      (1)         0          0
  6.   1988........   X X X     X X X    X X X  X X X X        9        2        1        1        1        1          0          0
  7.   1989........   X X X     X X X    X X X  X X X X    X X X      497      543      496      470      435        (35)       (61)
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X      558      786      805      618       (187)      (168)
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X      596      904      644       (260)        48
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    1,211    1,966        755    X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X    3,107    X X X X    X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     12. Total       273       (185)
</TABLE>
<TABLE>
SCHEDULE P - PART 2H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
<CAPTION>
        (1)            Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                   ----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)        (3)      (4)      (5)      (6)      (7)     (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984       1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred


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


  1.   Prior ......   7,562     6,802    6,572    6,819    6,742    6,442    6,770    6,599    6,694    6,737         43        138
  2.   1984........   2,782     3,018    3,303    3,513    3,182    3,281    3,285    3,257    3,875    3,636       (239)       379
  3.   1985........   X X X     4,057    3,747    3,766    4,017    3,810    3,611    3,637    3,655    3,645        (10)         8
  4.   1986........   X X X     X X X    3,170    3,714    3,252    3,001    3,114    3,031    3,107    2,995       (112)       (36)
  5.   1987........   X X X     X X X    X X X    4,477    4,657    4,026    3,910    3,903    3,937    3,770       (167)      (133)
  6.   1988........   X X X     X X X    X X X  X X X X    5,155    4,397    4,386    4,077    3,809    3,627       (182)      (450)
  7.   1989........   X X X     X X X    X X X  X X X X    X X X    6,038    5,658    6,257    5,201    5,588        387       (669)
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X    8,080    7,930    8,703    7,940       (763)        10
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    7,785    8,697    8,400       (297)       615
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X   10,904   11,232        328    X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X   12,028    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     12. Total    (1,012)      (138)
</TABLE>
<TABLE>
SCHEDULE P - PART 2H - SECTION 2 - OTHER LIABILITY - CLAIMS-MADE
<CAPTION>
        (1)            Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                   ----------------------------------------------------------------------------------------------------------------
   Years in Which     (2)        (3)      (4)      (5)      (6)      (7)     (8)      (9)     (10)     (11)      (12)       (13)
    Losses Were       1984       1985     1986     1987     1988     1989     1990     1991    1992     1993    One Year   Two Year
     Incurred


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


  1.   Prior ......       0         0        0        0        0        0        0        0        0        0          0          0
  2.   1984........       0         0        0        0        0        0        0        0        0        0          0          0
  3.   1985........   X X X         0        0        0        0        0        0        0        0        0          0          0
  4.   1986........   X X X     X X X        0        0        0        0        0        0        0        0          0          0
  5.   1987........   X X X     X X X    X X X       47       42       45       76       66       60       62          2         (4)
  6.   1988........   X X X     X X X    X X X  X X X X      237      214      261      314      564      561         (3)       247
  7.   1989........   X X X     X X X    X X X  X X X X    X X X      262      252      251      282      337         55         86
  8.   1990........   X X X     X X X    X X X  X X X X    X X X    X X X      350      362      471      531         60        169
  9.   1991........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X      520      544      774        230        254
 10.   1992........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X      791      947        156    X X X X
 11.   1993........   X X X     X X X    X X X  X X X X    X X X    X X X    X X X    X X X    X X X      950    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      12. Total       500        752
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 2I - SPECIAL PROPERTY (FIRE, ALLIED LINES, INLAND MARINE,
             EARTHQUAKE, GLASS, BURGLARY AND THEFT)
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                 Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  Prior .....    X X X    X X X    X X X    X X X    X X X    X X X    X X X    8,694 *   10,635    8,760     (1,875)        66
  2.  1992.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X    14,630   15,959      1,329    X X X X
  3.  1993.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X     X X X   20,472    X X X X    X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      4. Totals     (546)        66
</TABLE>
<TABLE>
SCHEDULE P - PART 2J - AUTO PHYSICAL DAMAGE
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                 Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  Prior .....    X X X    X X X    X X X    X X X    X X X    X X X    X X X     1,234       624      499       (125)      (735)
  2.  1992.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X     9,949    9,019       (930)   X X X X
  3.  1993.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X     X X X   10,276    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     4. Totals    (1,055)      (735)
</TABLE>
<TABLE>
SCHEDULE P - PART 2K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAGE GUARANTY
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                 Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  Prior .....    X X X    X X X    X X X    X X X    X X X    X X X    X X X       857       654      553       (101)      (304)
  2.  1992.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X       487      502         15    X X X X
  3.  1993.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X     X X X      262    X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     4. Totals       (86)      (304)
</TABLE>
<TABLE>
SCHEDULE P - PART 2L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                 Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  Prior .....    X X X    X X X    X X X    X X X    X X X    X X X    X X X       459       265      265          0       (194)
  2.  1992.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X       372      369         (3)   X X X X
  3.  1993.......    X X X    X X X    X X X    X X X    X X X    X X X    X X X     X X X     X X X        1    X X X X    X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       4. Totals      (3)      (194)
</TABLE>
SCHEDULE P - PART 2M - INTERNATIONAL - NONE


<PAGE>
<TABLE>
SCHEDULE P - PART 2N - REINSURANCE A
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  1988.......    X X X     X X X    X X X    X X X    4,114    3,143    2,538    2,474      2,389    2,353       (36)      (121)
  2.  1989.......    X X X     X X X    X X X    X X X    X X X    5,355    4,581    6,059      5,354    5,287       (67)      (772)
  3.  1990.......    X X X     X X X    X X X    X X X    X X X    X X X    2,695    3,610      2,912    2,639      (273)      (971)
  4.  1991.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X    4,459      4,550    4,432      (118)       (27)
  5.  1992.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X     X X X    12,820   14,202     1,382    X X X X
  6.  1993.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X     X X X     X X X    4,132   X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     7. Totals       888     (1,891)
</TABLE>
<TABLE>
SCHEDULE P - PART 2O - REINSURANCE B
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  1988.......    X X X     X X X    X X X    X X X    3,159    3,588    3,400     3,525     3,477    3,171      (306)      (354)
  2.  1989.......    X X X     X X X    X X X    X X X    X X X    1,859    2,040     2,439     2,419    2,359       (60)       (80)
  3.  1990.......    X X X     X X X    X X X    X X X    X X X    X X X    1,683     2,074     2,293    2,259       (34)       185
  4.  1991.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X     1,819     2,192    2,144       (48)       325
  5.  1992.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X     X X X     1,725    2,067       342    X X X X
  6.  1993.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X     X X X     X X X    1,888   X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     7. Totals      (106)        76
</TABLE>
<TABLE>
SCHEDULE P - PART 2P - REINSURANCE C
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  1988.......    X X X     X X X    X X X    X X X      417      438       45       45         47       16       (31)       (29)
  2.  1989.......    X X X     X X X    X X X    X X X    X X X      390      514      328        207      135       (72)      (193)
  3.  1990.......    X X X     X X X    X X X    X X X    X X X    X X X      252      270        293      180      (113)       (90)
  4.  1991.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X      230        268       74      (194)      (156)
  5.  1992.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X     X X X       183      184         1    X X X X
  6.  1993.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X     X X X     X X X      164   X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     7. Totals      (409)      (468)
</TABLE>
<TABLE>
SCHEDULE P - PART 2Q - REINSURANCE D
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  Prior .....    6,877    10,485   12,895   15,560   15,561   18,999   21,186   22,536     23,047   22,974       (73)       438
  2.  1984.......    3,439     6,352    8,987   11,418   11,546   12,277   13,765   15,372     16,498   16,441       (57)     1,069
  3.  1985.......    X X X     6,484   12,620   16,079   15,513   17,105   18,282   19,423     20,981   20,756      (225)     1,333
  4.  1986.......    X X X     X X X   13,335   10,654   10,144   10,332    9,878   10,130      9,751    9,575      (176)      (555)
  5.  1987.......    X X X     X X X    X X X   11,891   12,135   12,398   12,186   11,638     11,100   10,958      (142)      (680)
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     6. Totals      (673)     1,605
</TABLE>
<TABLE>
SCHEDULE P - PART 2R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  Prior .....      634       545      536      475      449      428      394      536        536      533        (3)        (3)
  2.  1984.......      596       753      577      537      696      778      914      902        675      765        90       (137)
  3.  1985.......    X X X       816      980    1,070    1,061    1,253    1,215    1,203      1,066    1,065        (1)      (138)
  4.  1986.......    X X X     X X X      624    1,003    1,269    1,307      990    1,214      1,171    1,278       107         64
  5.  1987.......    X X X     X X X    X X X    1,005    1,150    1,153      939      892        913      782      (131)      (110)
  6.  1988.......    X X X     X X X    X X X    X X X    1,092      912      822      503        466      629       163        126
  7.  1989.......    X X X     X X X    X X X    X X X    X X X    1,279    1,227    1,243        810      711       (99)      (532)
  8.  1990.......    X X X     X X X    X X X    X X X    X X X    X X X    1,883    1,085      1,256      883      (373)      (202)
  9.  1991.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X    1,931      1,011      659      (352)    (1,272)
 10.  1992.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X    X X X      1,955    1,096      (859)   X X X X
 11.  1993.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X    X X X      X X X    1,773   X X X X    X X X X
 -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     12. Total    (1,458)    (2,204)
</TABLE>
<TABLE>
SCHEDULE P - PART 2R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS-MADE
<CAPTION>
       (1)              Incurred Losses and Allocated Expenses Reported at Year End (000 omitted)                  Development**
                 -------------------------------------------------------------------------------------------------------------------
 Years in Which     (2)        (3)      (4)      (5)      (6)      (7)      (8)      (9)       (10)     (11)      (12)       (13)
  Losses Were       1984       1985     1986     1987     1988     1989     1990     1991      1992     1993    One Year   Two Year
    Incurred

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


  1.  Prior .....        0         0        0        0        0        0        0        0          0        0         0          0
  2.  1984.......        0         0        0        0        0        0        0        0          0        0         0          0
  3.  1985.......    X X X         0        0        0        0        0        0        0          0        0         0          0
  4.  1986.......    X X X     X X X        0        0        0        0        0        0          0        0         0          0
  5.  1987.......    X X X     X X X    X X X        0        0        0        0        0          0        0         0          0
  6.  1988.......    X X X     X X X    X X X    X X X        0        0        0        0          0        0         0          0
  7.  1989.......    X X X     X X X    X X X    X X X    X X X        1        0        0          0        0         0          0
  8.  1990.......    X X X     X X X    X X X    X X X    X X X    X X X       10       57         58       23       (35)       (34)
  9.  1991.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X        0          0        0         0          0
 10.  1992.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X    X X X          4        0        (4)   X X X X
 11.  1993.......    X X X     X X X    X X X    X X X    X X X    X X X    X X X    X X X      X X X        0   X X X X    X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      12. Totals     (39)       (34)
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 3A - HOMEOWNERS/FARMOWNERS
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)           (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of   Number of
   Years in Which                                                                                               Claims      Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed      Closed
     Incurred          1984     1985     1986     1987     1988     1989     1990     1991    1992     1993    With Loss   Without
                                                                                                                Payment Loss Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>          <C>


  1.   Prior .......     000      254      376      485      497      504      511      518      530      546          0          0
  2.   1984.........   4,153    5,364    5,508    5,593    5,656    5,667    5,670    5,681    5,679    5,684      3,917        341
  3.   1985.........   X X X    4,061    5,185    5,355    5,461    5,533    5,539    5,546    5,558    5,560      3,606        275
  4.   1986.........   X X X    X X X    3,449    4,374    4,516    4,650    4,683    4,697    4,698    4,654      3,067        236
  5.   1987.........   X X X    X X X    X X X    2,733    3,778    3,932    3,964    3,986    4,003    4,007      2,286        196
  6.   1988.........   X X X    X X X    X X X    X X X    2,716    3,769    3,906    3,976    3,995    4,038      2,095        239
  7.   1989.........   X X X    X X X    X X X    X X X    X X X    3,892    5,558    5,656    5,710    5,800      2,737        313
  8.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X    3,857    5,064    5,182    5,260      2,564        342
  9.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    4,349    5,693    5,959      3,042        355
 10.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    4,736    6,025      2,796        366
 11.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    4,716      2,258        320
</TABLE>
<TABLE>
SCHEDULE P - PART 3B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)           (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of   Number of
   Years in Which                                                                                               Claims      Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed      Closed
     Incurred          1984     1985     1986     1987     1988     1989     1990     1991    1992     1993    With Loss   Without
                                                                                                                Payment Loss Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>          <C>


  1.   Prior .......     000    2,060    2,995    3,480    3,933    4,135    4,233    4,252    4,312    4,327          1          2
  2.   1984.........   3,818    6,870    8,127    8,929    9,275    9,389    9,459    9,485    9,537    9,541      5,048      1,405
  3.   1985.........   X X X    3,836    6,614    7,921    8,722    9,176    9,380    9,464    9,527    9,623      4,755      1,284
  4.   1986.........   X X X    X X X    4,013    7,293    8,999   10,074   10,486   10,628   10,713   10,779      4,814      1,443
  5.   1987.........   X X X    X X X    X X X    4,786    8,793   10,838   11,921   12,519   12,652   12,797      5,557      1,705
  6.   1988.........   X X X    X X X    X X X    X X X    4,625    8,363   10,248   11,381   11,756   12,041      4,829      1,469
  7.   1989.........   X X X    X X X    X X X    X X X    X X X    4,333    8,060    9,932   10,818   11,238      4,439      1,253
  8.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X    4,740    8,221    9,406   10,745      4,275      1,180
  9.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    4,681    7,741   10,215      4,572      1,172
 10.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    6,005   10,137      4,617      1,132
 11.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    7,282      3,855        967
</TABLE>
<TABLE>
SCHEDULE P - PART 3C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)           (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of   Number of
   Years in Which                                                                                               Claims      Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed      Closed
     Incurred          1984     1985     1986     1987     1988     1989     1990     1991    1992     1993    With Loss   Without
                                                                                                                Payment Loss Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>          <C>


  1.   Prior .......     000    1,298    2,071    2,775    3,178    3,556    3,758    3,786    3,778    3,843          2          0
  2.   1984.........     937    1,899    2,615    3,067    3,290    3,437    3,484    3,602    3,621    3,622      1,436        331
  3.   1985.........   X X X      820    1,860    2,749    3,292    3,527    3,707    3,778    3,877    3,918      1,167        271
  4.   1986.........   X X X    X X X      677    1,086    1,425    1,844    1,961    2,024    2,077    2,079        883        192
  5.   1987.........   X X X    X X X    X X X      672    1,401    1,977    2,365    2,553    2,525    2,717        817        181
  6.   1988.........   X X X    X X X    X X X    X X X      729    1,594    2,548    3,180    3,371    3,460        874        196
  7.   1989.........   X X X    X X X    X X X    X X X    X X X      912    1,658    2,244    2,622    3,195        983        226
  8.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X    1,190    2,560    3,022    4,471      1,161        227
  9.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    1,654    2,250    3,523      1,291        289
 10.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    1,909    4,181      1,434        285
 11.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    2,092      1,086        183
</TABLE>
<TABLE>
SCHEDULE P - PART 3D - WORKERS' COMPENSATION
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)           (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of   Number of
   Years in Which                                                                                               Claims      Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed      Closed
     Incurred          1984     1985     1986     1987     1988     1989     1990     1991    1992     1993    With Loss   Without
                                                                                                                Payment Loss Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>      <C>         <C>          <C>


  1.   Prior .......     000    1,279    2,189    2,734    3,136    3,520    3,801    4,058    3,856    3,541         26          3
  2.   1984.........   1,785    3,301    4,196    4,647    4,914    5,115    5,244    5,348    5,262    5,257      4,269        278
  3.   1985.........   X X X    1,734    3,163    4,007    4,480    4,660    4,857    4,945    4,919    4,870      4,222        284
  4.   1986.........   X X X    X X X    2,449    3,929    4,662    5,156    5,483    5,663    5,693    5,530      4,550        266
  5.   1987.........   X X X    X X X    X X X    3,157    4,614    5,302    5,765    6,065    6,062    5,881      4,719        268
  6.   1988.........   X X X    X X X    X X X    X X X    3,369    5,198    6,234    6,802    6,975    6,840      5,055        291
  7.   1989.........   X X X    X X X    X X X    X X X    X X X    4,493    8,014    9,695   10,185   10,151      5,822        412
  8.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X    5,104    8,671    9,607    9,732      6,384        431
  9.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    7,735   10,292   10,352      7,045        517
 10.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X   10,712   11,968      6,994        540
 11.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    5,453      3,713        237
</TABLE>
<TABLE>
SCHEDULE P - PART 3E - COMMERCIAL MULTIPLE PERIL
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)           (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of   Number of
   Years in Which                                                                                               Claims      Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed      Closed
     Incurred          1984     1985     1986     1987     1988     1989     1990     1991    1992     1993    With Loss   Without
                                                                                                                Payment Loss Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>          <C>


  1.   Prior .......     000      302      615      783    1,039    1,133    1,238    1,275    1,270    1,279          0          0
  2.   1984.........   2,989    4,189    4,342    4,673    4,655    4,710    4,785    4,802    4,811    4,821      1,143        179
  3.   1985.........   X X X    2,208    3,300    3,443    3,654    3,788    3,844    3,905    4,043    4,047      1,027        179
  4.   1986.........   X X X    X X X    1,824    2,542    2,509    2,678    2,758    2,742    2,821    2,861        619         89
  5.   1987.........   X X X    X X X    X X X      792    1,394    1,481    1,494    1,514    1,508    1,515        272         30
  6.   1988.........   X X X    X X X    X X X    X X X    1,025    1,640    1,697    1,712    1,721    1,721        221         29
  7.   1989.........   X X X    X X X    X X X    X X X    X X X    1,531    3,184    3,302    3,356    3,432        264         54
  8.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X    1,102    1,804    1,906    1,953        252         55
  9.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    1,481    2,235    2,574        309         69
 10.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    2,045    3,699        366         72
 11.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    1,932        232         41
</TABLE>


<PAGE>
SCHEDULE P - PART 3F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE - NONE
SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS-MADE - NONE
<TABLE>
SCHEDULE P - PART 3G - SPECIAL LIABILITY (OCEAN MARINE, AIRCRAFT
             (ALL PERILS), BOILER AND MACHINERY)
<CAPTION>
         (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)          (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of  Number of
    Years in Which                                                                                              Claims     Claims
     Losses Were       (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed     Closed
      Incurred         1984     1985     1986     1987     1988     1989     1990     1991    1992     1993   With Loss Without Loss


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


  1.   Prior .......   000      6,009    6,014    6,021    6,023    6,032    6,033    6,033    6,032    6,034    X X X X    X X X X
  2.   1984.........     591    2,918    2,918    2,918    2,918    2,918    2,918    2,918    2,918    2,918    X X X X    X X X X
  3.   1985.........   X X X    3,308    3,308    3,308    3,308    3,308    3,308    3,308    3,308    3,308    X X X X    X X X X
  4.   1986......... X X X X    X X X        0        0       (2)      (2)      (2)      (2)      (2)      (2)   X X X X    X X X X
  5.   1987......... X X X X    X X X    X X X        0        0       (1)      (1)      (1)      (1)      (1)   X X X X    X X X X
  6.   1988......... X X X X    X X X    X X X    X X X        1        1        1        1        1        1    X X X X    X X X X
  7.   1989......... X X X X    X X X    X X X    X X X    X X X       30      155      255      314      352    X X X X    X X X X
  8.   1990......... X X X X    X X X    X X X    X X X    X X X    X X X       58      260      380      440    X X X X    X X X X
  9.   1991......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X       64      280      413    X X X X    X X X X
 10.   1992......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X      180      955    X X X X    X X X X
 11.   1993......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X      421    X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 3H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
<CAPTION>
         (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)          (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of  Number of
    Years in Which                                                                                              Claims     Claims
     Losses Were       (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed     Closed
      Incurred         1984     1985     1986     1987     1988     1989     1990     1991    1992     1993   With Loss Without Loss


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


  1.   Prior .......   000      2,096    2,682    3,295    3,783    4,140    4,447    4,645    4,479    4,885         44          1
  2.   1984.........     354    1,029    1,691    2,235    2,599    2,811    3,065    3,124    3,138    3,369        988        438
  3.   1985.........   X X X      615    1,177    1,754    2,220    2,651    3,191    3,343    3,482    3,460        800        355
  4.   1986......... X X X X    X X X      241      772    1,193    1,876    2,185    2,414    2,372    2,721        731        312
  5.   1987......... X X X X    X X X    X X X      315    1,092    1,910    2,925    3,262    3,270    3,393        758        339
  6.   1988......... X X X X    X X X    X X X    X X X      427    1,226    1,943    2,529    2,486    2,819        867        511
  7.   1989......... X X X X    X X X    X X X    X X X    X X X      563    1,320    2,701    3,034    3,877      1,013        815
  8.   1990......... X X X X    X X X    X X X    X X X    X X X    X X X      732    2,124    2,503    3,951      1,157        879
  9.   1991......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X      960      368    2,268      1,253        665
 10.   1992......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X      956    2,462      1,220        638
 11.   1993......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    1,800        897        390
</TABLE>
<TABLE>
SCHEDULE P - PART 3H - SECTION 2 - OTHER LIABILITY - CLAIMS-MADE
<CAPTION>
         (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)          (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of  Number of
    Years in Which                                                                                              Claims     Claims
     Losses Were       (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed     Closed
      Incurred         1984     1985     1986     1987     1988     1989     1990     1991    1992     1993   With Loss Without Loss


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


  1.   Prior .......   000          0        0        0        0        0        0        0        0        0          0         0
  2.   1984.........       0        0        0        0        0        0        0        0        0        0          0         0
  3.   1985.........   X X X        0        0        0        0        0        0        0        0        0          0         0
  4.   1986......... X X X X    X X X        0        0        0        0        0        0        0        0          0         0
  5.   1987......... X X X X    X X X    X X X        5       19       24       33       36       30       37          0         0
  6.   1988......... X X X X    X X X    X X X    X X X       16      104      207      234      413      473         21         4
  7.   1989......... X X X X    X X X    X X X    X X X    X X X       24       99      175      209      239         30         1
  8.   1990......... X X X X    X X X    X X X    X X X    X X X    X X X       37      163      286      391         58         1
  9.   1991......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X       64      176      441         80         2
 10.   1992......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X      122      413         65         9
 11.   1993......... X X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X      132         14         5
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 3I - SPECIAL PROPERTY (FIRE, ALLIED LINES, INLAND MARINE,
             EARTHQUAKE, GLASS, BURGLARY AND THEFT)
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)            (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of  Number of
   Years in Which                                                                                               Claims     Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed     Closed
      Incurred         1984     1985     1986     1987     1988     1989     1990    1991     1992     1993   With Loss Without Loss
                                                                                                               Payment     Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>        <C>


  1.   Prior .......   X X X    X X X    X X X    X X X    X X X    X X X    X X X      000    5,611    6,819    X X X X    X X X X
  2.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    6,560   11,985    X X X X    X X X X
  3.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X   11,402    X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 3J - AUTO PHYSICAL DAMAGE
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)            (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of  Number of
   Years in Which                                                                                               Claims     Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed     Closed
      Incurred         1984     1985     1986     1987     1988     1989     1990    1991     1992     1993   With Loss Without Loss
                                                                                                               Payment     Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>          <C>


  1.   Prior .......   X X X    X X X    X X X    X X X    X X X    X X X    X X X      000      524      431      1,617        155
  2.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    8,279    8,961      8,099        565
  3.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    8,444      5,804        491
</TABLE>
<TABLE>
SCHEDULE P - PART 3K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAGE GUARANTY
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)            (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of  Number of
   Years in Which                                                                                               Claims     Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed     Closed
      Incurred         1984     1985     1986     1987     1988     1989     1990    1991     1992     1993   With Loss Without Loss
                                                                                                               Payment     Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>    <C>        <C>


  1.   Prior .......   X X X    X X X    X X X    X X X    X X X    X X X    X X X      000      189      248    X X X X    X X X X
  2.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X       78      370    X X X X    X X X X
  3.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X      (24)   X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 3L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
<CAPTION>
        (1)                    Cumulative Paid Losses and Allocated Expenses at Year End (000 omitted)            (12)       (13)
                    ------------------------------------------------------------------------------------------ Number of  Number of
   Years in Which                                                                                               Claims     Claims
    Losses Were        (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Closed     Closed
      Incurred         1984     1985     1986     1987     1988     1989     1990    1991     1992     1993   With Loss Without Loss
                                                                                                               Payment     Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>        <C>


  1.   Prior .......   X X X    X X X    X X X    X X X    X X X    X X X    X X X      000       (1)     265    X X X X    X X X X
  2.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X       28      369    X X X X    X X X X
  3.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X        1    X X X X    X X X X
</TABLE>
SCHEDULE P - PART 3M - INTERNATIONAL - NONE


<PAGE>
<TABLE>
SCHEDULE P - PART 3N - REINSURANCE A
<CAPTION>
       (1)                        Cumulative Paid Losses and Allocated Expenses at Year End (000 Omitted)         (12)       (13)
                    ------------------------------------------------------------------------------------------- Number of  Number of
   Years in Which      (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Claims     Claims
    Losses Were        1984     1985     1986     1987     1988     1989     1990     1991    1992     1993     Closed     Closed
     Incurred                                                                                                 With Loss Without Loss
                                                                                                                Payment    Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>        <C>


  1.   1988.........   X X X    X X X    X X X    X X X      627    1,931    2,015    2,110    2,205    2,292    X X X X    X X X X
  2.   1989.........   X X X    X X X    X X X    X X X    X X X    2,621    3,265    4,608    4,879    5,048    X X X X    X X X X
  3.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X    1,211    2,143    2,270    2,514    X X X X    X X X X
  4.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    1,824    3,646    3,976    X X X X    X X X X
  5.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    5,782   11,165    X X X X    X X X X
  6.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    1,428    X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 3O - REINSURANCE B
<CAPTION>
       (1)                        Cumulative Paid Losses and Allocated Expenses at Year End (000 Omitted)         (12)       (13)
                    ------------------------------------------------------------------------------------------- Number of  Number of
   Years in Which      (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Claims     Claims
    Losses Were        1984     1985     1986     1987     1988     1989     1990     1991    1992     1993     Closed     Closed
     Incurred                                                                                                 With Loss Without Loss
                                                                                                                Payment    Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>


  1.   1988.........   X X X    X X X    X X X    X X X       15      386      777    1,299    1,506    2,127    X X X X    X X X X
  2.   1989.........   X X X    X X X    X X X    X X X    X X X       32      213      585      852    1,128    X X X X    X X X X
  3.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X       42      375      703      996    X X X X    X X X X
  4.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X       48      203      469    X X X X    X X X X
  5.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X       43      234    X X X X    X X X X
  6.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X       35    X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 3P - REINSURANCE C
<CAPTION>
       (1)                        Cumulative Paid Losses and Allocated Expenses at Year End (000 Omitted)         (12)       (13)
                    ------------------------------------------------------------------------------------------- Number of  Number of
   Years in Which      (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Claims     Claims
    Losses Were        1984     1985     1986     1987     1988     1989     1990     1991    1992     1993     Closed     Closed
     Incurred                                                                                                 With Loss Without Loss
                                                                                                                Payment    Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>   <C>        <C>


  1.   1988.........   X X X    X X X    X X X    X X X        0        0        0        0        0        0    X X X X    X X X X
  2.   1989.........   X X X    X X X    X X X    X X X    X X X        3        7       22       96       75    X X X X    X X X X
  3.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X        5       23       54       56    X X X X    X X X X
  4.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X        0       (1)       9    X X X X    X X X X
  5.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X       39       27    X X X X    X X X X
  6.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X        0    X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 3Q - REINSURANCE D
<CAPTION>
       (1)                        Cumulative Paid Losses and Allocated Expenses at Year End (000 Omitted)         (12)       (13)
                    ------------------------------------------------------------------------------------------- Number of  Number of
   Years in Which      (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Claims     Claims
    Losses Were        1984     1985     1986     1987     1988     1989     1990     1991    1992     1993     Closed     Closed
     Incurred                                                                                                 With Loss Without Loss
                                                                                                                Payment    Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>       <C>        <C>


  1.   Prior .......     000    3,747    6,189    8,047    7,918   12,296   13,674   15,053   15,907   20,731    X X X X    X X X X
  2.   1984.........     993    3,135    4,979    6,237    5,840    7,059    8,219    9,479   10,434   15,406    X X X X    X X X X
  3.   1985.........   X X X      825    4,332    5,040    5,482    6,911    9,979   11,790   13,501   19,744    X X X X    X X X X
  4.   1986.........   X X X    X X X      741    2,365    2,251    3,330    3,931    4,867    5,627    8,618    X X X X    X X X X
  5.   1987.........   X X X    X X X    X X X    1,412    3,840    4,050    5,123    5,984    6,634    9,576    X X X X    X X X X
</TABLE>
<TABLE>
SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
<CAPTION>
       (1)                        Cumulative Paid Losses and Allocated Expenses at Year End (000 Omitted)         (12)       (13)
                    ------------------------------------------------------------------------------------------- Number of  Number of
   Years in Which      (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Claims     Claims
    Losses Were        1984     1985     1986     1987     1988     1989     1990     1991    1992     1993     Closed     Closed
     Incurred                                                                                                 With Loss Without Loss
                                                                                                                Payment    Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>           <C>        <C>


  1.   Prior .......     000      360      660    1,058    1,319    1,474    1,702    1,809    1,803    1,825          0          0
  2.   1984.........      28       83      157      276      391      491      607      618      600      605         87         56
  3.   1985.........   X X X       74      164      403      575      657      840      927      975      993         75         32
  4.   1986.........   X X X    X X X       25       67      197      391      774      865    1,003    1,041         61         27
  5.   1987.........   X X X    X X X    X X X       22      147      310      567      644      638      679         72         26
  6.   1988.........   X X X    X X X    X X X    X X X       37       66      113      189      135      173         64         35
  7.   1989.........   X X X    X X X    X X X    X X X    X X X       29      146      252      120      265         66         48
  8.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X       24       75      181      283         61         39
  9.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X       35     (425)    (274)        51         39
 10.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X       85      162         77         19
 11.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X       69         58         14
</TABLE>
<TABLE>
SCHEDULE P - PART 3R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS-MADE
<CAPTION>
       (1)                        Cumulative Paid Losses and Allocated Expenses at Year End (000 Omitted)         (12)       (13)
                    ------------------------------------------------------------------------------------------- Number of  Number of
   Years in Which      (2)      (3)      (4)      (5)      (6)      (7)      (8)      (9)     (10)     (11)     Claims     Claims
    Losses Were        1984     1985     1986     1987     1988     1989     1990     1991    1992     1993     Closed     Closed
     Incurred                                                                                                 With Loss Without Loss
                                                                                                                Payment    Payment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>         <C>       <C>


  1.   Prior .......     000        0        0        0        0        0        0        0        0        0          0         0
  2.   1984.........       0        0        0        0        0        0        0        0        0        0          0         0
  3.   1985.........   X X X        0        0        0        0        0        0        0        0        0          0         0
  4.   1986.........   X X X    X X X        0        0        0        0        0        0        0        0          0         0
  5.   1987.........   X X X    X X X    X X X        0        0        0        0        0        0        0          0         0
  6.   1988.........   X X X    X X X    X X X    X X X        0        0        0        0        0        0          0         0
  7.   1989.........   X X X    X X X    X X X    X X X    X X X        0        0        0        0        0          0         0
  8.   1990.........   X X X    X X X    X X X    X X X    X X X    X X X        0        0      (16)      23          0         0
  9.   1991.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X        0        0        0          0         0
 10.   1992.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X        0        0          0         0
 11.   1993.........   X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X    X X X        0          0         0
</TABLE>


<PAGE>
<TABLE>
SCHEDULE P - PART 4A - HOMEOWNERS/FARMOWNERS
<CAPTION>
             (1)         BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
     Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993

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


  1.     Prior .......         15         0          0          0          0          0          0          0          0          0
  2.     1984.........        246        19          0          0          0          0          0          0          0          0
  3.     1985.........    X X X X       322         20          6          0          0          0          0          0          0
  4.     1986.........    X X X X   X X X X        458         14         14          0          0          0          0          0
  5.     1987.........    X X X X   X X X X    X X X X        220         17         41          0          0          0          0
  6.     1988.........    X X X X   X X X X    X X X X    X X X X        327         47         26          0          0          0
  7.     1989.........    X X X X   X X X X    X X X X    X X X X    X X X X        649         40         17          0          0
  8.     1990.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X        558         23         10          0
  9.     1991.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        771         45         42
 10.     1992.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        919         47
 11.     1993.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        934
</TABLE>
<TABLE>
SCHEDULE P - PART 4B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
<CAPTION>
             (1)         BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
     Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993

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


  1.     Prior .......        202        60         12          7          2          0          0          0          0          0
  2.     1984.........        697       176         61          5          0          0          0          0          0          0
  3.     1985.........    X X X X       962        238        145         12          4          5          0          0          0
  4.     1986.........    X X X X   X X X X      1,088        386        169          8          4          3          0          0
  5.     1987.........    X X X X   X X X X    X X X X      1,261        414        198         43         12          0          0
  6.     1988.........    X X X X   X X X X    X X X X    X X X X      1,545        636        155         16          0          0
  7.     1989.........    X X X X   X X X X    X X X X    X X X X    X X X X      1,498        367        171          0          0
  8.     1990.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X      1,671        317        129          0
  9.     1991.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,778        534        129
 10.     1992.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      2,414        820
 11.     1993.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      2,417
</TABLE>
<TABLE>
SCHEDULE P - PART 4C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
<CAPTION>
             (1)         BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
     Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993

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


  1.     Prior .......         73        16          0          0          0          0          0          0          0          0
  2.     1984.........        303        93         43          0          0          0          0          0          0          0
  3.     1985.........    X X X X       579        158        118          0          0          0          0          0          0
  4.     1986.........    X X X X   X X X X        797        293        119          0          0          0          0          0
  5.     1987.........    X X X X   X X X X    X X X X      1,106        245        154          0          0          0          0
  6.     1988.........    X X X X   X X X X    X X X X    X X X X        874        240        141          0          0          0
  7.     1989.........    X X X X   X X X X    X X X X    X X X X    X X X X        701        239        179          0          0
  8.     1990.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X        942        283        174          0
  9.     1991.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,142        420        270
 10.     1992.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,833        375
 11.     1993.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      2,015
</TABLE>
<TABLE>
SCHEDULE P - PART 4D - WORKERS' COMPENSATION
<CAPTION>
             (1)         BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
     Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993

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


  1.     Prior .......        117        76          0          0          0          0          0          0          0        189
  2.     1984.........        236       121         45          0          0          0          0          0          0         33
  3.     1985.........    X X X X       676        144         59          0          0          0          0          0         36
  4.     1986.........    X X X X   X X X X        989        157         69          0          0          0          0        111
  5.     1987.........    X X X X   X X X X    X X X X      1,190        185         81          0          0          0        161
  6.     1988.........    X X X X   X X X X    X X X X    X X X X      1,392        243        107          0          0        155
  7.     1989.........    X X X X   X X X X    X X X X    X X X X    X X X X      1,593        331        110          0        218
  8.     1990.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X      1,406        315        160        444
  9.     1991.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,870        410      1,145
 10.     1992.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      2,727      2,230
 11.     1993.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      6,321
</TABLE>
<TABLE>
SCHEDULE P - PART 4E - COMMERCIAL MULTIPLE PERIL
<CAPTION>
             (1)         BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
     Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993

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


  1.     Prior .......         57        36          0          0          0          0          0          0          0          0
  2.     1984.........        296        46         10          0          0          0          0          0          0          0
  3.     1985.........    X X X X       454         31          5          0          0          0          0          0          0
  4.     1986.........    X X X X   X X X X        501         11          2          0          0          0          0          0
  5.     1987.........    X X X X   X X X X    X X X X         93          4          8          0          0          0          0
  6.     1988.........    X X X X   X X X X    X X X X    X X X X        222         16         11          0          0          0
  7.     1989.........    X X X X   X X X X    X X X X    X X X X    X X X X        406         26          0          0          0
  8.     1990.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X        407          6          1          0
  9.     1991.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        222         22          2
 10.     1992.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        225         29
 11.     1993.........    X X X X   X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        204
</TABLE>


<PAGE>
SCHEDULE P - PART 4F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE - NONE
SCHEDULE P - PART 4F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS-MADE - NONE
<TABLE>
SCHEDULE P - PART 4G - SPECIAL LIABILITY (OCEAN MARINE, AIRCRAFT
            (ALL PERILS), BOILER AND MACHINERY)
<CAPTION>
         (1)              BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
    Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred          1984       1985       1986       1987       1988       1989       1990       1991       1992       1993

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


  1.     Prior .......    3,332           0          0          0          0          0          0          0          0          0
  2.     1984.........    2,244           0          0          0          0          0          0          0          0          0
  3.     1985.........  X X X X           5          0          0          0          0          0          0          0          0
  4.     1986.........  X X X X     X X X X          4          0          0          0          0          0          0          0
  5.     1987.........  X X X X     X X X X    X X X X          0          0          0          0          0          0          0
  6.     1988.........  X X X X     X X X X    X X X X    X X X X          3          0          0          0          0          0
  7.     1989.........  X X X X     X X X X    X X X X    X X X X    X X X X        396        259        153         96         24
  8.     1990.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X        348        235        195          0
  9.     1991.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        294        298          0
 10.     1992.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        497        171
 11.     1993.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,395
</TABLE>
<TABLE>
SCHEDULE P - PART 4H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
<CAPTION>
         (1)              BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
    Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred          1984       1985       1986       1987       1988       1989       1990       1991       1992       1993

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


  1.     Prior .......      650         196          0          0          0          0          0          0          0          0
  2.     1984.........      875         360        175          0          0          0          0          0          0          0
  3.     1985.........  X X X X       1,393        561        198          0          0          0          0          0          0
  4.     1986.........  X X X X     X X X X      1,265        825        283          0          0          0          0          0
  5.     1987.........  X X X X     X X X X    X X X X      2,028      1,153        407          0          0          0          0
  6.     1988.........  X X X X     X X X X    X X X X    X X X X      2,233      1,103        671          0          0          0
  7.     1989.........  X X X X     X X X X    X X X X    X X X X    X X X X      2,903      1,224        696          0          0
  8.     1990.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X      2,918      1,235      1,020          0
  9.     1991.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      3,243      2,106        965
 10.     1992.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      4,371      2,353
 11.     1993.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      4,702
</TABLE>
<TABLE>
SCHEDULE P - PART 4H - SECTION 2 - OTHER LIABILITY - CLAIMS-MADE
<CAPTION>
         (1)              BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
                      --------------------------------------------------------------------------------------------------------------
    Years in Which
      Losses Were         (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
       Incurred          1984       1985       1986       1987       1988       1989       1990       1991       1992       1993

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


  1.     Prior .......        0           0          0          0          0          0          0          0          0          0
  2.     1984.........        0           0          0          0          0          0          0          0          0          0
  3.     1985.........  X X X X           0          0          0          0          0          0          0          0          0
  4.     1986.........  X X X X     X X X X          0          0          0          0          0          0          0          0
  5.     1987.........  X X X X     X X X X    X X X X         13          0          0          0          0          0          0
  6.     1988.........  X X X X     X X X X    X X X X    X X X X         41          0          0          0          0          0
  7.     1989.........  X X X X     X X X X    X X X X    X X X X    X X X X         52          0          0          0          0
  8.     1990.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X         54          0          0          0
  9.     1991.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X         57          0          0
 10.     1992.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X         78          0
 11.     1993.........  X X X X     X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X         83
</TABLE>

<PAGE>
<TABLE>
SCHEDULE P - PART 4I - SPECIAL PROPERTY (FIRE, ALLIED LINES, INLAND MARINE,
             EARTHQUAKE, GLASS, BURGLARY AND THEFT)
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     Prior .......    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X     4,280      1,926        519
  2      1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X     4,735      1,340
  3.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X     5,675
</TABLE>
<TABLE>
SCHEDULE P - PART 4J - AUTO PHYSICAL DAMAGE
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     Prior .......    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        227          0         0
  2      1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        416         0
  3.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X       370
</TABLE>
<TABLE>
SCHEDULE P - PART 4K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAGE GUARANTY
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     Prior .......    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        399        106        36
  2      1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        294        68
  3.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X       270
</TABLE>
<TABLE>
SCHEDULE P - PART 4L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     Prior .......    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X          1          0        0
  2      1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X          0        0
  3.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        0
</TABLE>
SCHEDULE P - PART 4M - INTERNATIONAL - NONE


<PAGE>
<TABLE>
SCHEDULE P - PART 4N - REINSURANCE A
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)


  1.     1988.........    X X X X    X X X X    X X X X    X X X X      2,323        562        288        228        125        33
  2.     1989.........    X X X X    X X X X    X X X X    X X X X    X X X X      1,751        569        461        194       108
  3.     1990.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,431      1,017        437       152
  4.     1991.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,114        507       187
  5.     1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      2,629       889
  6.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X     1,140
</TABLE>
<TABLE>
SCHEDULE P - PART 4O - REINSURANCE B
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     1988.........    X X X X    X X X X    X X X X    X X X X      1,505      2,274      1,682      1,423      1,271       771
  2.     1989.........    X X X X    X X X X    X X X X    X X X X    X X X X      1,373      1,184      1,079        991       765
  3.     1990.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,257      1,149      1,025       797
  4.     1991.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,536      1,549     1,231
  5.     1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,431     1,343
  6.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X     1,488
</TABLE>
<TABLE>
SCHEDULE P - PART 4P - REINSURANCE C
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     1988.........    X X X X    X X X X    X X X X    X X X X        407        436         43         43         45        14
  2.     1989.........    X X X X    X X X X    X X X X    X X X X    X X X X        326        340        211         91        43
  3.     1990.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        216        182        143        48
  4.     1991.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        230        262        64
  5.     1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        145       157
  6.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X       154
</TABLE>
<TABLE>
SCHEDULE P - PART 4Q - REINSURANCE D
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     Prior .......        834        506        695     1,053      1,608      1,959      2,641      2,978      2,806      1,028
  2.     1984.........        327        955        748     1,761      1,946      1,722      2,038      2,087      2,404        476
  3.     1985.........    X X X X      4,096      4,860     6,642      5,558      5,202      3,322      3,083      3,357        628
  4.     1986.........    X X X X    X X X X     11,061     6,346      5,700      5,642      4,435      3,891      3,072        706
  5.     1987.........    X X X X    X X X X    X X X X     8,579      6,168      6,710      5,483      4,604      3,485        850
</TABLE>
<TABLE>
SCHEDULE P - PART 4R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     Prior .......        541        318          0          0          0          0          0          0          0          0
  2.     1984.........        270        260        181          0          0          0          0          0          0          0
  3.     1985.........    X X X X        471        182         55          0          0          0          0          0          0
  4.     1986.........    X X X X    X X X X        464        226         94          0          0          0          0          0
  5.     1987.........    X X X X    X X X X    X X X X        514        344        134          0          0          0          0
  6.     1988.........    X X X X    X X X X    X X X X    X X X X        680        364        378          0          0          0
  7.     1989.........    X X X X    X X X X    X X X X    X X X X    X X X X        957        690        331          0          0
  8.     1990.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,644        587        401          0
  9.     1991.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,541        827        307
 10.     1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,716        749
 11.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X      1,497
</TABLE>
<TABLE>
SCHEDULE P - PART 4R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS-MADE
<CAPTION>
                        BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
           (1)      ----------------------------------------------------------------------------------------------------------------

     Years in Which       (2)        (3)        (4)        (5)        (6)        (7)        (8)        (9)       (10)       (11)
      Losses Were
       Incurred           1984       1985       1986       1987       1988       1989       1990       1991      1992       1993


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


  1.     Prior .......          0          0          0          0          0          0          0          0          0        0
  2.     1984.........          0          0          0          0          0          0          0          0          0        0
  3.     1985.........    X X X X          0          0          0          0          0          0          0          0        0
  4.     1986.........    X X X X    X X X X          0          0          0          0          0          0          0        0
  5.     1987.........    X X X X    X X X X    X X X X          0          0          0          0          0          0        0
  6.     1988.........    X X X X    X X X X    X X X X    X X X X          0          0          0          0          0        0
  7.     1989.........    X X X X    X X X X    X X X X    X X X X    X X X X          1          0          0          0        0
  8.     1990.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X          1          0          0        0
  9.     1991.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X          0          0        0
 10.     1992.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X          0        0
 11.     1993.........    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X    X X X X        0
</TABLE>
<PAGE>
SCHEDULE P INTERROGATORIES
     (000 Omitted)


1. Computation of excess statutory reserves over statement reserves. See
   Instructions for explanation and formulas.


   (a) Auto Liability (private passenger and commercial)


       1993             $0 (        75.0%)  1992               $0 (       75.0%)
            ------------------------------      --------------------------------
       1991             $0 (        75.0%)             Total         $0
            ------------------------------          ----------------------------


   (b) Other Liability and Products Liability


       1993             $0 (        60.0%)  1992               $0 (       60.0%)
            -------------------------------      -------------------------------
       1991             $0 (        60.0%)             Total         $0
            -------------------------------         ----------------------------


   (c) Medical Malpractice


       1993             $0 (        60.0%)  1992               $0 (       60.0%)
            -------------------------------      -------------------------------
       1991             $0 (        60.0%)             Total         $0
            -------------------------------         ----------------------------


   (d) Workers' Compensation


       1993             $0 (        75.0%)  1992               $0 (       75.0%)
            -------------------------------      -------------------------------
       1991             $0 (        75.0%)             Total         $0
            -------------------------------         ----------------------------


   (e) Credit                                          Total         $0
                                                     ---------------------------


   (f) All Lines Total (Report here and Page 3)        Total        NONE
                                                     ---------------------------


2. What is the extended loss and expense reserve - direct and assumed - for the
   following classes?  An example of an extended loss and expense reserve is
   the actuarial reserve for the free-tail coverage arising upon death, dis-
   ability or retirement in most medical malpractice policies.  Such a liability
   is to be reported here even if it was not reported elsewhere in Schedule P,
   but otherwise reported as a liability item on page 3.  Show the full reserve
   amount, not just the change during the current year.




 ------------------------------------------------------------------------------
|     Year in which premiums            |       1      |      2     |     3    |
|     were earned and losses            |    Medical   |    Other   | Products |
|          were incurred                |  Malpractice |  Liability | Liability|
|------------------------------------------------------|------------|----------|
| (a)  1987                             |            0 |          0 |        0 |
| (b)  1988                             |            0 |          0 |        0 |
| (c)  1989                             |            0 |          0 |        0 |
| (d)  1990                             |            0 |          0 |        0 |
| (e)  1991                             |            0 |          0 |        0 |
| (f)  1992                             |            0 |          0 |        0 |
| (g)  1993                             |            0 |          0 |        0 |
|---------------------------------------|--------------|------------|----------|
| (h)  Totals                           |            0 |          0 |        0 |
 ------------------------------------------------------------------------------




3. The term "Loss expense" includes all payments for legal expenses, including
   attorney's and witness fees and court costs, salaries and expenses of
   investigators, adjustors and field men, rents, stationery, telegraph and
   telephone charges, postage, salaries and expenses of office employees, home
   office expenses and all other payments under or on account of such injuries,
   whether the payments are allocated to specific claims or are unallocated.
   Are they so reported in this statement?          Answer:  Yes [ X ]  No [  ]


4. The unallocated loss expense payments paid during the most recent calendar
   year should be distributed to the various years in which losses were
   incurred as follows:  (1) 45% to the most recent year, (2) 5% to the next
   most recent year, and (3) the balance to all years, including the most
   recent, in proportion to the amount of loss payments paid for each year
   during  the most recent calendar year. If the distribution in (1) or (2)
   produces an accumulated distribution  to such year  in excess of  10% of
   the premiums earned  for such year,  disregarding all distributions made
   under  (3), such accumulated  distribution should be limited to 10% of
   premiums earned and the balance distributed in accordance with (3). Are
   they so reported in this Statement?              Answer:  Yes [ X ]  No [  ]


5. Do any lines in Schedule P include reserves which are  reported gross of any
   discount to present value of future payments, but are reported net of such
   discounts on page 10?                                     Yes [  ]  No [ X ]


   If yes,  proper reporting must  be made in the Notes to Financial
   Statements,  as specified in the Instructions. Also, the discounts must be
   reported in Schedule P - Part 1, Columns 31 and 32.


   Schedule P must be completed gross of non-tabular discounting. Work papers
   relating to discount calculations must be available for examination upon
   request.


   Discounting is allowed only if expressly permitted by the state insurance
   department to which this Annual Statment is being filed.


6. What were the net premiums in force at the end of the year for:
   (in thousands of dollars)
                                                      (a) Fidelity          $310


                                                      (b) Surety          $2,131


7. Claim count information is reported (check one)    (a) per claim
   If not the same in all years, explain in                            ---------
   Question 8.                                        (b) per claimant     X
                                                                       ---------
8. The information provided in Schedule P will be used by many persons to
   estimate the adequacy of the current loss and expense  reserves, among other
   things.  Are there  any especially significant events,  coverage,  retention
   or  accounting changes which  have occurred which must  be considered when
   making such analyses  (An extended statement may be attached)?  Yes.  See
   the following Overflow Page for Write-Ins.  .................................
   .............................................................................
   .............................................................................
   .............................................................................
   .............................................................................
   .............................................................................
   .............................................................................
   .............................................................................


<PAGE>
OVERFLOW PAGE FOR WRITE-INS


Schedule P Interrogatories - Question #8


Accounting For National Workers' Compensation Reinsurance Pool
- ---------------------------------------------------------------
The Company's property and casualty insurance subsidiaries have historically
recorded amounts assumed from the National Workers' Compensation Reinsurance
Pool (the "Pool") on a net basis.  Under this approach, outstanding losses
were recorded as a contra asset, which was reported on Page 2, Line 9.1, and
incurred losses were recorded as paid losses.  Effective December 31, 1993,
the property and casualty insurance subsidiaries began recording outstanding
losses as a liability.  As a result, the Company's outstanding losses increased
$11,436,543.  Incurred losses were not affected as negative paid amounts were
recorded to offset this increase in accident year reserves.




Changes in Reinsurance Subsidiary's Quota Share Agreement
- ----------------------------------------------------------
Effective January 1, 1993, the reinsurance subsidiary's quota share agreement
with Employers Mutual Casualty Company was amended so that losses in excess of
$1,000,000 per event are retained by Employers Mutual.  The reinsurance
subsidiary pays an annual override commission to Employers Mutual for this
additional protection.  In conjunction with this change in the quota share
agreement, the reinsurance subsidiary terminated its catastrophe reinsurance
contracts with Employers Mutual and other nonaffiliated reinsurers.




Commutation of Assumed Reinsurance
- ----------------------------------
During 1993, Employers Mutual Casualty Company commuted two reinsurance
contracts which were ceded to the reinsurance subsidiary under the quota
share agreement.  Effective June 30, 1993, accident year reserves decreased
$19,783,037 and paid losses totaling $17,806,179 were recorded, reflecting a
reserve discount of $1,976,858.  Effective November 1, 1993, accident year
reserves decreased $2,135,418 and paid losses totaling $2,135,418 were
recorded, reflecting no reserve discount.



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