##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington D.C. 20549
      FORM 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarter ended
    March 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number 1-14094
   Meadowbrook Insurance Group,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
   Michigan

38-2626206(State of
    Incorporation)

(IRS Employer Identification
    No.)    26255 American Drive, Southfield, Michigan 48034
 (Address, zip code of principal
    executive offices)
   (248) 358-1100
 (Registrants telephone
    number, including area
    code )
   þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  PagePART I  FINANCIAL
    INFORMATIONITEM 1



FINANCIAL STATEMENTSConsolidated
    Statements of Income (unaudited)


2Consolidated
    Statements of Comprehensive Income (unaudited)


3Consolidated
    Balance Sheets (unaudited)


4Consolidated
    Statement of Cash Flows (unaudited)


5Notes to
    Consolidated Financial Statements (unaudited)


6-17ITEM 2



MANAGEMENTS DISCUSSION AND
    ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


18-29ITEM 3



QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


29ITEM 4



CONTROLS AND PROCEDURES


30 PART II  OTHER
    INFORMATIONITEM 1



LEGAL PROCEEDINGS


31ITEM 1A



RISK FACTORS


31ITEM 2



UNREGISTERED SALES OF EQUITY
    SECURITIES AND USE OF PROCEEDS


31ITEM 6



EXHIBITS


32SIGNATURES


33Inter-Company Reinsurance AgreementCertification of Robert S. Cubbin, Chief Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(a)Certification of Karen M. Spaun, Senior Vice President and Chief Financial Officer, Pursuant to Securities Exchange Act Rule 13-14(a)Certification pursuant to Section 906, signed by Robert S. Cubbin, Chief Executive OfficerCertification pursuant to Section 906, signed by Karen M. Spaun, Senior Vice President and Chief Financial Officer   1




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##### Table of Contents



PART 1  FINANCIAL
    INFORMATION  ITEM 1
    Financial
    Statements  MEADOWBROOK
    INSURANCE GROUP, INC.
 CONSOLIDATED
    STATEMENTS OF INCOME  For the Three Months Ended
    March 31,2006


2005(Unaudited)(In thousands,except share data)RevenuesPremiums earnedGross

$
81,692


$
80,806Ceded


(18,568
)


(20,019
)Net earned premiums


63,124



60,787Net commissions and fees


11,289



10,099Net investment income


5,239



4,091Net realized losses


(7
)


(114
)Total revenues


79,645



74,863ExpensesLosses and loss adjustment expenses


49,884



56,342Reinsurance recoveries


(12,841
)


(19,208
)Net losses and loss adjustment
    expenses


37,043



37,134Salaries and employee benefits


13,368



12,605Policy acquisition and other
    underwriting expenses


11,424



10,822Other administrative expenses


7,959



7,785Interest expense


1,388



773Total expenses


71,182



69,119Income before taxes and equity
    earnings


8,463



5,744Federal and state income tax
    expense


2,847



1,952Equity earnings (losses), of
    affiliates


9



(49
)Net income

$
5,625


$
3,743Earnings Per ShareBasic

$
0.20


$
0.13Diluted

$
0.19


$
0.13Weighted average number of common
    sharesBasic


28,757,603



29,072,619Diluted


29,452,693



29,481,870    2




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##### Table of Contents



MEADOWBROOK
    INSURANCE GROUP, INC.
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME
  For the Three Months Ended
    March 31,2006


2005(Unaudited)(In thousands)Net income

$
5,625


$
3,743Other comprehensive income, net of
    tax:Unrealized losses on securities


(2,777
)


(4,463
)Less: reclassification adjustment
    for losses included in net income


19



77Other comprehensive loss, net of
    tax


(2,758
)


(4,386
)Comprehensive income (loss)

$
2,867


$
(643
)    3




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##### Table of Contents



MEADOWBROOK
    INSURANCE GROUP, INC.
  CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2006


2005(Unaudited)(In thousands,except share data)ASSETSDebt securities available for
    sale, at fair value (amortized cost of $439,750 and $403,947)

$
433,367


$
402,195Cash and cash equivalents


34,378



58,038Accrued investment income


5,262



4,953Premiums and agent balances
    receivable, net


102,652



84,807Reinsurance recoverable on:Paid losses


6,525



15,327Unpaid losses


189,847



187,254Prepaid reinsurance premiums


25,649



24,588Deferred policy acquisition costs


27,249



26,371Deferred federal income taxes


18,632



16,630Goodwill


30,802



30,802Other assets


51,155



50,379Total assets

$
925,518


$
901,344LIABILITIES AND
    SHAREHOLDERS EQUITYLosses and loss adjustment expenses

$
470,902


$
458,677Unearned premiums


148,308



140,990Debt


8,312



7,000Debentures


55,930



55,930Accounts payable and accrued
    expenses


30,351



26,667Reinsurance funds held and
    balances payable


13,777



15,240Payable to insurance companies


4,009



6,684Other liabilities


12,982



12,791Total liabilities


744,571



723,979Common stock, $0.01 stated
    value; authorized 50,000,000 shares; 28,814,544 and
    28,672,009 shares issued and outstanding


288



287Additional paid-in capital


125,532



124,819Retained earnings


59,873



54,248Note receivable from officer


(858
)


(859
)Accumulated other comprehensive
    loss


(3,888
)


(1,130
)Total shareholders equity


180,947



177,365Total liabilities and
    shareholders equity

$
925,518


$
901,344    4




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##### Table of Contents



MEADOWBROOK
    INSURANCE GROUP, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Three Months Ended
    March 31,2006


2005(Unaudited)(In thousands)Cash Flows From Operating
    ActivitiesNet income

$
5,625


$
3,743Adjustments to reconcile net income
    to net cash provided by (used in) operating activities:Amortization of other intangible
    assets


165



92Amortization of deferred debenture
    issuance costs


59



38Depreciation of furniture,
    equipment, and building


543



584Net accretion of discount and
    premiums on bonds


626



581Losses on sale of investments, net


30



136Gain on sale of fixed assets


(22
)


(22
)Stock-based employee compensation


98



14Incremental tax benefits from stock
    options exercised


(268
)


Long term incentive plan expense


197



195Deferred income tax benefit


(514
)


(49
)Changes in operating assets and
    liabilities:Decrease (increase) in:Premiums and agent balances
    receivable


(17,845
)


(18,150
)Reinsurance recoverable on paid and
    unpaid losses


6,210



(9,067
)Prepaid reinsurance premiums


(1,061
)


(1,984
)Deferred policy acquisition costs


(878
)


(1,596
)Other assets


60



2,894Increase (decrease) in:Losses and loss adjustment expenses


12,225



20,709Unearned premiums


7,319



10,187Payable to insurance companies


(2,675
)


(3,024
)Reinsurance funds held and balances
    payable


(1,463
)


6,887Other liabilities


4,641



2,001Total adjustments


7,447



10,426Net cash provided by operating
    activities


13,072



14,169Cash Flows From Investing
    ActivitiesPurchase of debt securities
    available for sale


(52,763
)


(114,889
)Proceeds from sales and maturities
    of debt securities available for sale


16,304



95,274Proceeds from sales of equity
    securities available for sale






8Capital expenditures


(1,643
)


(11,734
)Purchase of books of business


(82
)


(78
)Other investing activities


92



185Net cash used in investing
    activities


(38,092
)


(31,234
)Cash Flows From Financing
    ActivitiesProceeds from lines of credit


3,936



Payment of lines of credit


(2,624
)


(2,344
)Book overdraft


(301
)


(254
)Issuance of common stock


150



5Retirement of common stock






(308
)Incremental tax benefits from stock
    options exercised


268



Other financing activities


(69
)


(49
)Net cash provided by (used in) by
    financing activities


1,360



(2,950
)Net decrease in cash and cash
    equivalents


(23,660
)


(20,015
)Cash and cash equivalents,
    beginning of period


58,038



69,875Cash and cash equivalents, end of
    period

$
34,378


$
49,860    5




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  Note 1
     Summary
    of Significant Accounting Policies  Basis
    of Presentation and Management Representation
        Form 10-K,
    Revenue
    Recognition
           6




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          Earnings
    Per Share
        Recent
    Accounting Pronouncements
  Accounting
    for Certain Hybrid Financial Instruments.
  Accounting for Servicing of Financial Assets. Accounting for Transfers and Servicing of Financial
    Assets and Extinguishments of Liabilities,
 7




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   Note 2  Stock
    Options and Long Term Incentive Plan
  Share-Based Payment, Accounting for Stock-Based
    Compensation  Transition and
    Disclosure  an amendment of FASB Statement
    No. 123.
            Weighted-AverageExerciseOptions


PriceOutstanding as of
    December 31, 2005


1,605,901


$
5.42Granted






Exercised


(258,464
)

$
3.38Forfeited


(402,775
)

$
6.99Outstanding as of March 31,
    2006


944,662


$
5.31Exercisable as of March 31,
    2006


693,617


$
5.70  8




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
     Options Outstanding


Options ExercisableWeighted-


Weighted-





Weighted-Average


Average





AverageRange of




Remaining


Exercise





ExerciseExercise Prices

Options


Life (Years)


Price


Options


Price$2.173 to $3.066


452,981



1.6


$
2.67



338,001


$
2.66$3.507


356,380



1.2


$
3.51



241,380


$
3.51$6.48


5,000



3.7


$
6.48



3,500


$
6.48$10.91 to $30.45


130,301



2.0


$
19.39



110,736


$
19.71944,662



1.7


$
5.31



693,617


$
5.70       Net income, as reported

$
3,743Add: Stock-based employee
    compensation expense included in reported income, net of related
    tax effects


9Deduct: Total stock-based employee
    compensation expense determined under
    fair-value-based
    methods for all awards, net of related tax effects


(66
)Pro forma net income

$
3,686Earnings per share:Basic  as reported

$
0.13Basic  pro forma

$
0.13Diluted  as
    reported

$
0.13Diluted  pro forma

$
0.13    9




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Note 3  Reinsurance
  excess-of-loss Accounting
    and Reporting for Reinsurance for Short-Duration and
    Long-Duration Contracts.
        March 31,


December 31,2006


2005Gross exposure

$
13,970


$
14,046Collateral or other security


(2,729
)


(2,749
)Allowance


(9,453
)


(9,662
)Net exposure

$
1,788


$
1,635  10




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
     excess-of-loss excess-of-loss excess-of-loss
                   11




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   Note 4  Debt
  Lines
    of Credit
            Senior
    Debentures
        Junior
    Subordinated Debentures
   12




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  time-to-time,
      time-to-time,
            Note 5  Derivative
    Instruments
  Accounting for Derivative
    Instruments and Hedging Activities,
   13




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  non-amortizing,
  non-amortizing,
      Note 6  Shareholders
    Equity
      Note 7  Regulatory
    Matters and Rating Agencies
   14




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          Note 8  Segment
    Information
    Specialty
    Risk Management Operations
    Agency
    Operations
   15




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      For the Three MonthsEnded March 31,2006


2005RevenuesNet earned premiums

$
63,124


$
60,787Management fees


4,531



4,196Claims fees


2,100



1,752Loss control fees


538



573Reinsurance placement


418



345Investment income


5,030



4,084Net realized losses


(7
)


(114
)Specialty risk management


75,734



71,623Agency operations


4,261



3,960Miscellaneous income(2)


209



7Intersegment revenue


(559
)


(727
)Consolidated revenue

$
79,645


$
74,863Pre-tax income:Specialty risk management

$
9,298


$
5,788Agency operations(1)


1,651



1,913Non-allocated expenses


(2,486
)


(1,957
)Consolidated pre-tax income

$
8,463


$
5,744     (1)
    
    The Companys agency
    operations include an allocation of corporate overhead, which
    includes expenses associated with accounting, information
    services, legal, and other corporate services. The corporate
    overhead allocation excludes those expenses specific to the
    holding company. For the three months ended March 31, 2006
    and 2005, the allocation of corporate overhead to the agency
    operations segment was $825,000 and $725,000, respectively.(2)
    
    The miscellaneous income included
    in the revenue relates to miscellaneous interest income within
    the holding company.    For the Three MonthsEnded March 31,2006


2005Holding company expenses

$
(933
)

$
(1,092
)Amortization


(165
)


(92
)Interest expense


(1,388
)


(773
)$
(2,486
)

$
(1,957
)   Note 9  Commitments
    and Contingencies
   16




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Accounting for
    Contingencies,
 17




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##### Table of Contents



ITEM 2

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Quarters ended March 31, 2006 and 2005  Forward-Looking
    Statements
  This quarterly report may provide information including
    certain statements which constitute forward-looking statements
    within the meaning of Section 27A of the Securities Act of
    1933, as amended, and Section 21E of the Securities
    Exchange Act of 1934, as amended. These include statements
    regarding the intent, belief, or current expectations of
    management, including, but not limited to, those statements that
    use the words believes, expects,
    anticipates, estimates, or similar
    expressions. You are cautioned that any such forward-looking
    statements are not guarantees of future performance and involve
    a number of risks and uncertainties, and results could differ
    materially from those indicated by such forward-looking
    statements. Among the important factors that could cause actual
    results to differ materially from those indicated by such
    forward-looking statements are: the frequency and severity of
    claims; uncertainties inherent in reserve estimates;
    catastrophic events; a change in the demand for, pricing of,
    availability or collectibility of reinsurance; increased rate
    pressure on premiums; obtainment of certain rate increases in
    current market conditions; investment rate of return; changes in
    and adherence to insurance regulation; actions taken by
    regulators, rating agencies or lenders; obtainment of certain
    processing efficiencies; changing rates of inflation; general
    economic conditions and other risks identified in our reports
    and registration statements filed with the Securities and
    Exchange Commission. We are not under any obligation to (and
    expressly disclaim any such obligation to) update or alter our
    forward-looking statements whether as a result of new
    information, future events or otherwise.
  Description
    of Business
  rent-a-captives,
  Critical
    Accounting Estimates
  Form 10-K
  RESULTS
    OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND
    2005
  Executive
    Overview
   18




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##### Table of Contents



fee-for-service
    Results
    of Operations
  fee-for-service
  fee-for-service
  Specialty
    Risk Management Operations
    For the Three Months Ended
    March 31,2006


2005Revenue:Net earned premiums

$
63,124


$
60,787Management fees


4,531



4,196Claims fees


2,100



1,752Loss control fees


538



573Reinsurance placement


418



345Investment income


5,030



4,084Net realized losses


(7
)


(114
)Total revenue

$
75,734


$
71,623Pre-tax incomeSpecialty risk management
    operations

$
9,298


$
5,788    19




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##### Table of Contents



Other Items  Reserves
    Agency
    Operations
    For the Three MonthsEnded March 31,2006


2005Net commission

$
4,261


$
3,960Pre-tax income(1)

$
1,651


$
1,913     (1)
    
    Our agency operations include an
    allocation of corporate overhead, which includes expenses
    associated with accounting, information services, legal, and
    other corporate services. The corporate overhead allocation
    excludes those expenses specific to the holding company. For the
    three months ended March 31, 2006 and 2005, the allocation
    of corporate overhead to the agency operations segment was
    $825,000 and $725,000, respectively. 20




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##### Table of Contents



Other
    Items
  Reserves
    Minimum


MaximumReserve


Reserve


SelectedLine of Business

Range


Range


ReservesWorkers Compensation(1)

$
147,300


$
166,048


$
156,844Commercial Multiple Peril/General
    Liability


49,800



57,766



54,320Commercial Automobile


44,457



49,609



47,454Other


20,578



24,287



22,437Total Net Reserves

$
262,135


$
297,710


$
281,055     (1)
    
    Includes Residual Markets       21




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##### Table of Contents



Reserves at


Incurred Losses


Paid Losses


Reserves atDecember 31,


Current


Prior


Total


Current


Prior





March 31,Line of Business

2005


Year


Years


Incurred


Year


Years


Total Paid


2006Workers Compensation

$
128,802


$
14,000


$
893


$
14,893


$
(556
)

$
12,767


$
12,211


$
131,484Residual Markets


24,440



3,169



(68
)


3,101



264



1,917



2,181



25,360Commercial Multiple Peril/General
    Liability


52,506



5,556



(1,369
)


4,187



(144
)


2,517



2,373



54,320Commercial Automobile


44,382



9,709



1,480



11,189



493



7,624



8,117



47,454Other


21,293



4,729



(1,056
)


3,673



53



2,476



2,529



22,437Net Reserves


271,423


$
37,163


$
(120
)

$
37,043


$
110


$
27,301


$
27,411



281,055Reinsurance Recoverable


187,254



























189,847Consolidated

$
458,677


























$
470,902   Re-estimated


DevelopmentReserves at


Reserves at


as a PercentageDecember 31,


March 31, 2006


of Prior YearLine of Business

2005


on Prior Years


ReservesWorkers Compensation

$
128,802


$
129,695



0.7

%Commercial Multiple Peril/General
    Liability


52,506



51,137



(2.6
)
%Commercial Automobile


44,382



45,862



3.3

%Other


21,293



20,237



(5.0
)
%Sub-total


246,983



246,931



0.0

%Residual Markets


24,440



24,372



(0.3
)
%Total Net Reserves

$
271,423


$
271,303



0.0

%   Workers
    Compensation Excluding Residual Markets
    Commercial
    Multiple Peril and General Liability
   22




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##### Table of Contents



Commercial
    Automobile
    Other
    Residual
    Markets
    Salary
    and Employee Benefits and Other Administrative
    Expenses
        Interest
    Expense
  Liquidity and Capital Resources
  Income
    Taxes
   23




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##### Table of Contents



Other
    Than Temporary Impairments
        March 31, 2006Less than
    12 months


Greater than
    12 months


TotalFair Value of


Gross


Fair Value of


Gross


Fair Value of


GrossInvestments with


Unrealized


Investments with


Unrealized


Investments with


UnrealizedUnrealized Losses


Losses


Unrealized Losses


Losses


Unrealized Losses


LossesDebt Securities:Debt securities issued by
    U.S. government and agencies

$
15,895


$
(198
)

$
23,007


$
(702
)

$
38,902


$
(900
)Obligations of states and
    political subdivisions


106,362



(1,701
)


41,258



(1,362
)


147,620



(3,063
)Corporate securities


26,695



(885
)


37,746



(1,444
)


64,441



(2,328
)Mortgage and asset backed
    securities


59,219



(1,273
)


32,897



(1,211
)


92,116



(2,483
)Totals

$
208,171


$
(4,056
)

$
134,908


$
(4,719
)

$
343,079


$
(8,775
)   December 31, 2005Less than
    12 months


Greater than
    12 months


TotalFair Value of


Gross


Fair Value of


Gross


Fair Value of


GrossInvestments with


Unrealized


Investments with


Unrealized


Investments with


UnrealizedUnrealized Losses


Losses


Unrealized Losses


Losses


Unrealized Losses


LossesDebt Securities:Debt securities issued by
    U.S. government and agencies

$
10,627


$
(155
)

$
24,328


$
(565
)

$
34,955


$
(720
)Obligations of states and
    political subdivisions


64,559



(877
)


24,818



(616
)


89,377



(1,493
)Corporate securities


33,820



(769
)


29,586



(953
)


63,406



(1,722
)Mortgage and asset backed
    securities


58,048



(953
)


20,667



(649
)


78,715



(1,602
)Totals

$
167,053


$
(2,754
)

$
99,399


$
(2,783
)

$
266,452


$
(5,537
)  24




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
    For the Three MonthsEnded March 31,2006


2005Net income

$
5,625


$
3,743Regulated Subsidiaries:Net income, excluding interest,
    depreciation, and amortization

$
4,583


$
2,618Adjustments to reconcile net
    income to net cash provided by operating activities


334



707Changes in operating assets and
    liabilities


7,956



12,013Total adjustments


8,290



12,720Net cash provided by operating
    activities

$
12,873


$
15,338Non-regulated Subsidiaries:Net income

$
1,042


$
1,125Depreciation and amortization


708



676Interest


1,388



773Net income, excluding interest,
    depreciation, and amortization


3,138



2,574Adjustments to reconcile net
    income to net cash provided by (used in) operating activities


577



845Changes in operating assets and
    liabilities


(1,420
)


(3,139
)Total adjustments


(843
)


(2,294
)Depreciation and amortization


(708
)


(676
)Interest


(1,388
)


(773
)Net cash provided by (used in)
    operating activities

$
199


$
(1,169
)Consolidated total adjustments


7,447



10,426Consolidated net cash provided by
    operating activities

$
13,072


$
14,169      25




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##### Table of Contents



Other
    Items
              Accounting for Derivative Instruments and Hedging
    Activities,
 26




---



##### Table of Contents



non-amortizing,
  non-amortizing,
                 27




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Regulatory
    and Rating Issues
        Reinsurance
   28




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##### Table of Contents



Convertible
    Note
    Recent
    Accounting Pronouncements
  Accounting for Certain Hybrid Financial
    Instruments.
  Accounting for Servicing of Financial Assets. Accounting for Transfers and Servicing of Financial
    Assets and Extinguishments of Liabilities,
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk       29




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##### Table of Contents



Rates Down


Rates


Rates Up100bps


Unchanged


100bpsMarket Value

$
450,714


$
433,370


$
416,347Yield to Maturity or Call


3.76
%


4.76
%


5.76
%Effective Duration


3.88



3.92



3.98       Accounting for Derivative
    Instruments and Hedging Activities,
    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures.
  Rule 13a-15(e) Form 10-Q,
 30




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
   PART II  OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings  Commitments and Contingencies Form 10-Q
  Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Form 10-K
 31




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##### Table of Contents



Item 6.
    Exhibits    ExhibitNo.

Description10
.1

Inter-Company Reinsurance
    Agreement by and between Star Insurance Company and Ameritrust
    Insurance Company, Savers Property and Casualty Insurance
    Company, and Williamsburg National Insurance Company, dated
    January 1, 2006.31
.1

Certification of Robert S. Cubbin,
    Chief Executive Officer of the Corporation, pursuant to
    Securities Exchange Act
    Rule 13a-14(a).31
.2

Certification of Karen M. Spaun,
    Senior Vice President and Chief Financial Officer of the
    Corporation, pursuant to Securities Exchange Act
    Rule 13a-14(a).32
.1

Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, signed by
    Robert S. Cubbin, Chief Executive Officer of the Corporation.32
.2

Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, signed by
    Karen M. Spaun, Senior Vice President and Chief Financial
    Officer of the Corporation.  32




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##### Table of Contents



SIGNATURES    Meadowbrook Insurance
    Group, Inc.
  By:
    /s/  Karen M.
    Spaun  Senior Vice President and
 Chief Financial Officer
   33




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description10
.1

Inter-Company Reinsurance
    Agreement by and between Star Insurance Company and Ameritrust
    Insurance Company, Savers Property and Casualty Insurance
    Company, and Williamsburg National Insurance Company, dated
    January 1, 2006.31
.1

Certification of Robert S. Cubbin,
    Chief Executive Officer of the Corporation, pursuant to
    Securities Exchange Act
    Rule 13a-14(a).31
.2

Certification of Karen M. Spaun,
    Senior Vice President and Chief Financial Officer of the
    Corporation, pursuant to Securities Exchange Act
    Rule 13a-14(a).32
.1

Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, signed by
    Robert S. Cubbin, Chief Executive Officer of the Corporation.32
.2

Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, signed by
    Karen M. Spaun, Senior Vice President and Chief Financial
    Officer of the Corporation.  34