DONEGAL GROUP INC
EXHIBIT (10)(L) - AMENDMENT NO. 5 TO 401(K) PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>dgi-ex10l_53044.txt
<DESCRIPTION>EXHIBIT (10)(L) - AMENDMENT NO. 5 TO 401(K) PLAN
<TEXT>

                                 Amendment No. 5
                                 ---------------

                        Donegal Mutual Insurance Company
                              401(K) Plan ("Plan")



     In accordance with Section 8.1 of the Plan, the Plan is hereby amended
effective December 31, 2001 as follows:

     1. Sections 12.2, 12.3 and 12.4 are deleted and the following substituted
therefore:

     "Section 12.2 Profit Sharing Benefit. The term Profit Sharing Benefit means
the account balance of the Participant in the Participant's Profit Sharing
Account as of December 31, 2001. Effective December 31, 2001, the full amount of
that benefit shall be transferred to and become a part of the Participant's
Elective Deferral Account in this Plan and thereafter be subject to the
provisions of this Plan other than this Article XII."

     IN WITNESS WHEREOF and as evidence of the adoption of this Amendment No. 5,
Donegal Mutual Insurance Company has caused its duly authorized officers to
execute this document on its behalf and under its seal this 20th day of
December, 2001.


                                           Donegal Mutual Insurance Company

ATTEST:

                                           By: /s/ Donald H. Nikolaus
                                               ---------------------------------
/s/ Ralph G. Spontak                           Donald H. Nikolaus, President
------------------------------------
Ralph G. Spontak, Secretary


(Corporate Seal)


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</DOCUMENT>
