NOTICE OF ANNUAL MEETING OF MEMBERS (POLICYHOLDERS) FOR 2009
To Be Held on May 4, 2009

Notice is hereby given that the annual meeting of members (“Members”) of Frederick Mutual Insurance Company, a Maryland corporation (the “Company”), will be held at the offices of the Company, 57 Thomas Johnson Drive, Frederick, Maryland 21702-4301, on May 4, 2009, at 10:00 a.m., local time, for the following purposes:

1. To ratify and confirm the authority of the Company’s Board of Directors to advise the amendment and restatement of the Company’s Articles of Incorporation (also referred to as the “Charter”);

2. To consider and vote upon the proposed amendment and restatement of the Company’s Articles of Incorporation;

3. To elect nine directors to the Board of Directors pursuant to the amendment and restatement of the Company’s Articles of Incorporation, three of whom will hold office as Class I directors until the 2010 annual meeting of Members, three of whom will hold office as Class II directors until the 2011 annual meeting of Members and three of whom will hold office as Class III directors until the 2012 annual meeting of Members, and until their successors are duly elected and qualify;

4. To consider and vote upon the proposed amendment and restatement of the Company’s By-Laws; and

5. To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof;

all as more fully detailed in the Proxy Statement mailed to Members. The close of business on April 2, 2009 has been fixed as the record date for the determination of Members entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement of the meeting.

By Order of the Board of Directors,

Douglas J. Fisher
Secretary of the Company