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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006



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Commission File No. 1-12449



SCPIE HOLDINGS INC.

(Exact name of registrant as specified in its charter)



|                                  |  |                    
|--------------------------------- |  | -------------------
|DELAWARE                          |  | 95-4557980         
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)



|                                                                                                                               |  | 
|------------------------------------------------------------------------------------------------------------------------------ |  | 
|1888 Century Park East, Los Angeles, California 90067 www.scpie.com (Address of principal executive offices and Internet site)
|                                                                                                                              
|(310) 551-5900 (Registrants telephone number, including area code)                                                           



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|                                                            |  |                                      
|----------------------------------------------------------- |  | -------------------------------------
|Securities registered pursuant To Section 12(b) of the Act: |  | Name of Exchange on which registered:
|                                                            | 
|Preferred Stock, par value $1.00 per share                  |  | New York Stock Exchange              
|Common Stock, par value $0.0001 per share                   |  | New York Stock Exchange              
|(Title of Class)                                            |  |                                      



Securities registered pursuant
to Section 12(g) of the Act: None



Indicate by checkmark if the Registrant is a well
known seasoned issuer as defined in Rule 405 of the Securities Act. Yes  ̈  No x



Indicate by checkmark if the Registrant is not required to file reports pursuant to
§ 13 or § 15(d) of the Act.  Yes  ̈  No x



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
§ 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
(§ 229.405 of this chapter) 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



Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 in the Exchange Act.



|                           |  |                      |  |                         
|-------------------------- |  | -------------------- |  | ------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x |  | Non-accelerated filer   ̈



Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Act.)  Yes  ̈  No x



The aggregate market value of the Registrants voting stock held by non-affiliates
of the Registrant at June 30, 2006, was $221,463,000 (based upon the closing sales price of such date, as reported by The Wall Street Journal ).



The number of shares of the Registrants Common Stock outstanding as of March 6, 2007, was 10,057,906 (including 500,000 shares of Common
Stock that have been issued to a wholly owned subsidiary of the Registrant).



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrants
definitive 2006 proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after the close of the Registrants fiscal year, are incorporated by reference into Part III of this Form 10-K.



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TABLE OF CONTENTS



|         |  |                                                                                                              |  |   
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|PART I  
|Item 1.  |  | Business                                                                                                     |  | 3 
|Item 1A. |  | Risk Factors                                                                                                 |  | 22
|Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 29
|Item 2.  |  | Properties                                                                                                   |  | 29
|Item 3.  |  | Legal Proceedings                                                                                            |  | 29
|Item 4.  |  | Submission Of Matters To A Vote Of Security Holders                                                          |  | 29
|        
|PART II 
|Item 5.  |  | Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities |  | 30
|Item 6.  |  | Selected Consolidated Financial Data                                                                         |  | 32
|Item 7.  |  | Managements Discussion and Analysis Of Financial Condition and Results of Operations                        |  | 33
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 45
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 46
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 46
|Item 9A. |  | Controls and Procedures                                                                                      |  | 46
|Item 9B. |  | Other Information                                                                                            |  | 47
|        
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant                                                           |  | 48
|Item 11. |  | Executive Compensation                                                                                       |  | 48
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 48
|Item 13. |  | Certain Relationships and Related Transactions                                                               |  | 48
|Item 14. |  | Principal Accountant Fees and Services                                                                       |  | 48
|        
|PART IV 
|Item 15. |  | Exhibits, Financial Statements Schedules                                                                     |  | 49



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PART I



ITEM 1.    BUSINESS



GENERAL

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SCPIE Holdings Inc. (SCPIE
Holdings) is a holding company owning subsidiaries licensed to provide insurance and reinsurance products. The Company is primarily a provider of medical malpractice insurance and related liability insurance products to physicians, oral surgeons,
healthcare facilities and others engaged in the healthcare industry in California and Delaware. Previously, the Company had also been actively engaged in hospital and dental liability insurance, medical malpractice insurance and related products in
other states and the global assumed reinsurance business. Since 2002, the assumed reinsurance business, hospital and dental business and medical malpractice insurance business outside its core states of California and Delaware have been in run-off.



The Company conducts its insurance business through three insurance company
subsidiaries. The largest, a wholly owned subsidiary, SCPIE Indemnity Company (SCPIE Indemnity) is licensed to conduct direct insurance business only in California, its state of domicile. American Healthcare Indemnity Company (AHI), domiciled in
Delaware, is licensed to transact insurance in 47 states and the District of Columbia. American Healthcare Specialty Insurance Company (AHSIC), domiciled in Arkansas, is eligible to write policies as an excess and surplus lines insurer in 20 states
and the District of Columbia. AHI and AHSIC are wholly owned subsidiaries of SCPIE Indemnity. All three companies generally have the right to participate in domestic and international reinsurance treaties. The Company also has an insurance agency
subsidiary, SCPIE Insurance Services, Inc., two subsidiary corporations providing management services, and a corporate member of Lloyds of London (Lloyds), SCPIE Underwriting Limited, which is owned by SCPIE Indemnity.



The Company was founded in 1976 as the Southern California Physicians Insurance Exchange (the
Exchange), a California reciprocal insurance company, and for the next 20 years conducted its operations as a policyholder-owned California medical malpractice insurance company. SCPIE Holdings was organized in Delaware in 1996 and acquired the
business of the Exchange and the three insurance company subsidiaries in a reorganization that was consummated on January 29, 1997. The policyholders of the Exchange became the stockholders of SCPIE Holdings in the reorganization, and SCPIE
Holdings concurrently sold additional shares of common stock in a public offering. The common stock of SCPIE Holdings is listed on the New York Stock Exchange under the trading symbol SKP.



For purposes of this Annual Report on Form 10-K, the Company refers to SCPIE Holdings and
its subsidiaries. The term Insurance Subsidiaries refers to SCPIE Indemnity, AHI and AHSIC.



The Companys website address is www.scpie.com. The Company makes available free of charge through its website the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all
amendments to those reports as soon as reasonably practicable after such material has been electronically filed with or furnished to the Securities and Exchange Commission. The Company also makes available on its website its corporate charter
documents and corporate governance documents. Information contained on the Companys website is not incorporated into and does not constitute a part of this annual report on Form 10-K. The Companys website address referenced above is
intended to be an inactive textual reference only and not an active hyperlink to the Companys website.



INFORMATION ABOUT OPERATIONS

---



The Companys insurance operations have historically been reported in two business segments: direct healthcare liability insurance and assumed reinsurance. Since 2002, the Company has focused its business operations on
writing direct insurance in its core direct healthcare liability insurance markets of California and Delaware. In direct insurance activities, the insurer assumes the risk of liability or loss from persons or organizations that are directly subject
to the risks. In assumed reinsurance, the reinsurer assumes all or a portion of the risk directly covered by another insurer. Such risks may relate to liability (or casualty), property, life, accident, health, financial and other perils that may
arise from an insurable event. Since 2002, the Company has been actively disengaging from the assumed reinsurance business.



The direct healthcare liability insurance operations are comprised of core and non-core business components. The Companys core business principally represents its direct
healthcare liability insurance business in California and Delaware, excluding a dental program managed by a national independent insurance agency Brown & Brown, Inc. (Brown & Brown), and hospital business. The Companys
non-core business represents its direct healthcare liability business outside of California and Delaware, the above mentioned dental program and all hospital business. The non-core business is in run-off and no new or renewal policies have been
issued since March 6, 2003. See Managements Discussion and Analysis of Financial Conditions and Results of Operations.



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The Insurance Subsidiaries are rated B+ (Good) by A.M. Best Company (A.M. Best), the leading rating organization for the
insurance industry.



DIRECT HEALTHCARE LIABILITY CORE INSURANCE OPERATIONS

---



Overview and Developments
During 2006Core Business



The Company has been a leading provider of
medical malpractice insurance to physicians, oral surgeons and healthcare providers and facilities in California for many years. The Companys share of the medical malpractice premiums written in California in 2005 (latest data available) was
approximately 19.8%, and the Company was the third largest writer in the state. In 2001, the Company undertook the insurance of physicians in Delaware through a single Delaware broker. During 2006, the Company had net premiums earned under policies
issued to California insureds representing 97.3% of the total net premiums earned in its core business component of the direct healthcare liability insurance operations.



The Company has also developed and markets ancillary liability insurance products for the healthcare industry, including directors and officers
liability insurance for healthcare entities, errors and omissions coverage for managed care organizations and billing errors and omissions coverage for the medical profession. These represent a small part of the Companys business.



The Companys core business operations significantly improved between 2004 and 2005 as a result
of a rate increase effective January 1, 2005 of 6.5% in California combined with a marked decline in claim frequency. The 2006 operations were relatively stable compared to 2005. No rate increases were taken and a further decline in claims
frequency offset severity increases. The following table displays the core business results for the years ended December 31, 2006, 2005 and 2004:



Core Direct Healthcare Liability Insurance Operations

Underwriting Results

(Dollars in Thousands)



|                         |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|YEAR ENDED DECEMBER 31,  |  | 2006 |         |   | 2005 |   |         | 2004 | 
|Net Premiums Written     |  | $    | 123,280 |   |      | $ | 126,872 |      |  | $ | 128,641 |  
|                         |  |      |         |   |      |   |         |      |  |   |         |  
|Net Premiums Earned      |  | $    | 123,170 |   |      | $ | 127,556 |      |  | $ | 123,194 |  
|Losses and LAE Incurred  |  |      | 86,928  |   |      |   | 90,463  |      |  |   | 99,302  |  
|Underwriting Expenses    |  |      | 25,479  |   |      |   | 25,900  |      |  |   | 25,742  |  
|                         |  |      |         |   |      |   |         |      |  |   |         |  
|                         |  |      | 112,407 |   |      |   | 116,363 |      |  |   | 125,044 |  
|                         |  |      |         |   |      |   |         |      |  |   |         |  
|Underwriting Gain (loss) |  | $    | 10,763  |   |      | $ | 11,193  |      |  | $ | (1,850  | )
|                         |  |      |         |   |      |   |         |      |  |   |         |  
|Loss Ratio               |  |      | 70.6    | % |      |   | 70.9    | %    |  |   | 80.6    | %
|Expense Ratio            |  |      | 20.7    | % |      |   | 20.3    | %    |  |   | 20.9    | %
|Combined Ratio           |  |      | 91.3    | % |      |   | 91.2    | %    |  |   | 101.5   | %



Products



In its core direct healthcare liability operations, the Company underwrites professional and related
liability policy coverages for physicians (including oral and maxillofacial surgeons), physician medical groups and clinics, managed care organizations and other providers in the healthcare industry. The following table summarizes the premiums
earned by product in the Companys core business for the periods indicated:



Premiums Earned in Core Business

(In Thousands)



|                                                   |  |      |         |      |   |         |  |   |        
|-------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|YEAR ENDED DECEMBER 31,                            |  | 2006 |         | 2005 |   | 2004   
|Physician and medical group professional liability |  | $    | 113,477 |      | $ | 116,834 |  | $ | 111,692
|Healthcare provider and facility liability         |  |      | 7,324   |      |   | 8,400   |  |   | 9,259  
|Ancillary liability products                       |  |      | 1,860   |      |   | 1,785   |  |   | 1,698  
|Other                                              |  |      | 509     |      |   | 537     |  |   | 545    
|                                                   |  |      |         |      |   |         |  |   |        
|Total core premiums earned                         |  | $    | 123,170 |      | $ | 127,556 |  | $ | 123,194
|                                                   |  |      |         |      |   |         |  |   |        



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Physician and Medical Group Professional LiabilityProfessional liability insurance for sole practitioners and for
medical groups provides protection against the legal liability of the insureds for such things as injury caused by, or as a result of, the performance of patient treatment, failure to treat a patient and failure to diagnose an illness or injury. The
Company offers separate policy forms for physicians who are sole practitioners and for those who practice as part of a medical group or clinic. The policy issued to sole practitioners includes coverage for professional liability that arises in the
medical practice and may also include coverages for certain other premises liabilities that may arise in the non-professional operations of the medical practice, such as slip-and-fall accidents, and a limited defense reimbursement
benefit for proceedings instituted by state licensing boards and other governmental entities.



The policy issued to medical groups and their physician members includes not only professional liability coverage and defense reimbursement benefits, but also substantially more comprehensive coverages for commercial general liability and
employee benefit program liability and also provides a small medical payment benefit to injured persons. The business liability coverage included in the medical group policy includes coverage for certain employment-related liabilities and for
pollution, which are normally excluded under a standard commercial general liability form. The Company also offers, as part of its standard policy forms for both sole and group practitioners, optional excess personal liability coverage for the
insured physicians. Excess personal liability insurance provides coverage to the physician for personal liabilities in excess of amounts covered under the physicians homeowners and automobile policies. The Company has developed a
nonstandard program that may exclude business liability coverages.



The professional
liability coverages are issued primarily on a claims-made and reported basis. Coverage is provided for claims reported to the Company during the policy period arising from incidents that occurred at any time the insured was covered by
the policy. The Company also offers tail coverage for claims reported after the expiration of the policy for occurrences during the coverage period. The price of the tail coverage is based on the length of time the insured has been
covered under the Companys claims-made and reported policy. The Company provides free tail coverage for insured physicians who die or become disabled during the coverage period of the policy and those who have been insured by the Company for
at least five consecutive years and retire completely from the practice of medicine. Free tail coverage is automatically provided to physicians with at least five consecutive years of coverage with the Company and who are also at least 65 years old.



Business liability coverage for medical groups and clinics and the excess personal
liability insurance are underwritten on an occurrence basis. Under occurrence coverage, the coverage is provided for incidents that occur at any time the policy is in effect, regardless of when the claim is reported. With occurrence coverage, there
is no need to purchase tail coverage.



The Company offers standard limits of insurance up
to $5.0 million per claim or occurrence, with up to a $10.0 million aggregate policy limit for all claims reported or occurrences for each calendar year or other 12-month policy period. The most common limit is $1.0 million per claim or occurrence,
subject to a $3.0 million aggregate policy limit. The Companys limit of liability under the excess personal liability insurance coverage is $1.0 million per occurrence with no aggregate limit. The defense reimbursement benefit for governmental
proceedings is $25,000, and the medical payments benefit for persons injured in non-professional activities is $10,000.



Healthcare Provider Liability/Healthcare Facility LiabilityThe Company offers its professional liability coverage to a variety of specialty provider organizations,
including outpatient surgery centers, medical urgent care facilities, hemodialysis, clinical and pathology laboratories and, on a limited basis, hospital emergency departments. The Company also offers its professional liability coverage to
healthcare providers such as chiropractors, podiatrists and nurse practitioners. These policies include the standard professional liability coverage provided to physicians and medical groups, with certain modifications to meet the special needs of
these healthcare providers. The policies are generally issued on a claims-made and reported basis with the limits of liability up to those offered to larger medical groups. The limits of coverage under the current healthcare provider policies issued
by the Company are between $1.0 million and $5.0 million per incident, subject to $3.0 million to $5.0 million aggregate policy limits.



Ancillary Liability ProductsThe Company offers a policy for managed care organizations that provides coverage for liability arising from covered managed care incidents
or vicarious liability for medical services rendered by non-employed physicians. Covered services include peer review, healthcare expense review, utilization management, utilization review and claims and benefit handling in the operation of the
managed care organizations. These policies are generally issued on a claims-made and reported basis. The annual aggregate limit of coverage under the current managed care organization policies issued by the Company is $1.0 million. The Company
offers directors and officers liability policies to medical providers. The directors and officers liability policies are generally issued on a claims-made and reported basis. The limit of coverage on directors and



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officers liability policies written by the Company is $1.0 million. The Company also offers a policy that provides physicians and medical groups with protection
for defense expenses and certain liabilities related to governmental investigations into billing errors and omissions to Medicare and other government-subsidized healthcare programs.



Marketing and Policyholder Services



Initially, the Company marketed its physician professional liability policies directly to physicians and medical groups in California. Infrequently, larger medical groups were
written through insurance brokers. During the past several years, brokered business has become a more important source of business in California. In Delaware, the Company markets its policies through a single broker.



The following tables set forth core healthcare liability policies sold directly to the insured and
through brokers:



Core Healthcare Liability

(In Thousands)



|                                                  |  |      |         |      |   |         |  |   |        
|------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|YEAR ENDED DECEMBER 31,                           |  | 2006 |         | 2005 |   | 2004   
|Gross Premiums Written                            |  |      |         |      |   |         |  |   |        
|Direct                                            |  | $    | 86,720  |      | $ | 89,751  |  | $ | 94,575 
|Brokerage                                         |  |      | 49,375  |      |   | 51,721  |  |   | 47,918 
|                                                  |  |      |         |      |   |         |  |   |        
|                                                  |  | $    | 136,095 |      | $ | 141,472 |  | $ | 142,493
|                                                  |  |      |         |      |   |         |  |   |        
|New business written (annualized) during the year |  |      |         |      |   |         |  |   |        
|Direct                                            |  | $    | 1,925   |      | $ | 2,705   |  | $ | 3,502  
|Brokerage                                         |  |      | 3,889   |      |   | 5,480   |  |   | 3,073  
|                                                  |  |      |         |      |   |         |  |   |        
|                                                  |  | $    | 5,814   |      | $ | 8,185   |  | $ | 6,575  
|                                                  |  |      |         |      |   |         |  |   |        



The Companys Marketing Department consists
of a Senior Vice-President in charge of both marketing and underwriting, and approximately 19 employees who directly solicit prospective policyholders, maintain relationships with existing insureds and provide marketing support to brokers. The
Companys marketing efforts include sponsorship by local medical associations, educational seminars, advertisements in medical journals and direct mail solicitation to licensed physicians and members of physician medical specialty group
organizations.



The Company attracts new physicians through special rates for medical
residents and discounts for physicians just entering medical practice. In addition, the Company sponsors and participates in various medical group and healthcare administrator programs, medical association and specialty society conventions and
similar programs that provide visibility in the healthcare community.



The Companys
current marketing emphasis is directed almost entirely toward California physicians and medical groups. The Company conducts its marketing efforts from its principal office in Los Angeles.



Underwriting



The Underwriting Department consists of the Senior Vice President, two divisional underwriting managers, 11 underwriters and seven technical and
administrative assistants. The Companys Underwriting Department is responsible for the evaluation of applicants for professional liability and other coverages, the issuance of policies and the establishment and implementation of underwriting
standards for all of the coverages underwritten by the Company. Certain of these underwriters specialize in underwriting managed care organizations and directors and officers liability products.



The Company performs a continuous process of reunderwriting its insured physicians, medical groups and
healthcare facilities. Information concerning insureds with large losses, a high frequency of claims or unusual practice characteristics is developed through claims and risk management reports or correspondence.



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Rates



The Company establishes, through its own actuarial staff and independent actuaries, rates and rating classifications for its physician and medical group insureds based on the
Companys loss and loss adjustment expense (LAE) experience developed over the past 10 years and upon rates charged by its competitors. The Company has various rating classifications based on practice, location, medical specialty, limits and
other factors. The Company utilizes various discounts, including discounts for part-time practice, physicians just entering medical practice and large medical groups. The Company has developed nonstandard programs for physicians who have unfavorable
loss history or practice characteristics, but whom the Company considers insurable. Policies issued in this program have significant surcharges. The Company has established its premium rates and rating classifications for managed care organizations
utilizing data publicly filed by other insurers, and based in part on its own experience. The data for managed care organization errors and omissions liability is extremely limited, as tort exposures for these organizations are only recently
beginning to develop. The rates for directors and officers liability are developed using historical data publicly filed by other insurers, financial analysis and loss history. All rates for liability insurance in California are subject to the
prior approval of the Insurance Commissioner.



The Company has instituted annual overall
rate increases in California during the past 10 years ranging from approximately 3.5% to 10.6%. Rate increases of 9.9% and 6.5% were approved and implemented in California effective October 1, 2003, and January 1, 2005, respectively. The
Company did not request any rate change in California for 2006 or 2007. Rate increases of 34.4%, 13.3% and 19.2% were approved in Delaware effective July 1, 2003 and July 15, 2004 and 2005, respectively. Approximately 24% of the
Companys in force premium as of December 31, 2006 is evaluated using experience rating formulas and therefore is not necessarily subject to base rate changes. Experience rating formulas are sensitive to the individual loss experience of
groups of physicians and may produce increases or decreases different than the change in the general base rate. See Risk FactorsRate Increases in California.



Claims



The Companys Claims Department is responsible for claims investigation, establishment of appropriate case reserves for losses and LAE, defense planning and coordination,
control of attorneys engaged by the Company to defend a claim and negotiation of the settlement or other disposition of a claim. Under most of the Companys policies, except managed care organization errors and omissions policies, and directors
and officers liability policies, the Company is obligated to defend its insureds, which is in addition to the limit of liability under the policy. Medical malpractice claims often involve the evaluation of highly technical medical issues,
severe injuries and conflicting expert opinions. In almost all cases, the person bringing the claim against the physician is already represented by legal counsel when the Company is notified of the potential claim.



The Claims Department staff includes a Senior Vice President in charge of Claims, an assistant claims
manager, unit managers, litigation supervisors, investigators and other experienced professionals trained in the evaluation and resolution of medical professional liability and general liability claims. The Claims Department staff consists of
approximately 23 employees. The Company has unit managers and branch managers responsible for specific geographic areas, and additional units for specialty areas such as healthcare facilities, birth injuries and policy coverage issues. The Company
also occasionally uses independent claims adjusters, primarily to investigate claims in remote locations. The Company selects legal counsel from among a group of law firms in the geographic area in which the action is filed.



The Company vigorously defends its insureds against claims, but seeks to expediently resolve cases with
high-exposure potential. The defense of a healthcare professional liability claim requires significant cooperation between the litigation supervisor or claims manager responsible for the claim and the insured physician. In California and other
states, the law requires that a healthcare professional liability claim cannot generally be settled without the consent of the insured. California law requires that the insurer report such settlements of more than $30,000 to a medical disciplinary
board, and federal law requires that any claim payment, regardless of amount, be reported to a national data bank, which can be accessed by various state licensing and disciplinary boards and medical peer evaluation committees. Thus, the physician
or other healthcare professional is often placed in a difficult position of knowing that a settlement may result in the initiation of a disciplinary proceeding or some other impediment to his or her ability to practice. The Claims Department
supervisor must be able to fully evaluate considerations of settlement or trial and to communicate effectively the Companys recommendation to its insured. If the insured will not consent to a settlement offer, the Company may be exposed to its
policy limit if the case proceeds to trial.



The Company also maintains a risk management
staff, including a department manager and three members. The Risk Management Department works directly with medical groups and individual insureds to improve their procedures in order to minimize the incidence of claims.



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BUSINESS OPERATIONS IN RUN-OFF

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Direct Healthcare Liability Insurance Operations in Run-Off



The Company formerly offered a number of direct healthcare liability insurance programs outside its
core business. These programs were all discontinued and no policies were issued or renewed after March 2003. However, there are outstanding policy claims to be resolved under these programs. The principal programs involved hospitals, some
nonstandard physician programs and physician and dentist programs administered by Brown & Brown.



Hospital ProgramsIn 1996, the Company undertook an expansion plan which included products that offered comprehensive hospital and related liability coverages for individual hospitals and large healthcare systems.
From 1997 through 1999, the Company added more than 75 hospitals to its program. These policies were written through national and regional brokers and covered facilities in four states, in addition to California.



The Company encountered intense price competition and incurred material adverse loss experience under
many of its large hospital and other healthcare facility policies. As a result, the Company began to non-renew a number of its hospital policies or offered renewal only at substantially increased premium rates. The last hospital policy expired in
December 2002.



Physician Programs Outside of California and DelawareThe
Company undertook a major geographic expansion in the physician and small medical group market through an arrangement with Brown & Brown. This arrangement commenced January 1, 1998, and eventually encompassed nine states, the largest
in terms of premium volume being Connecticut, Florida and Georgia. During 2000, the Company entered into a separate arrangement with Brown & Brown covering the California and Texas portion of a dental liability program developed by
Brown & Brown. The Company also reinsured the entire risk of policies issued nationally by another insurer to oral and maxillofacial surgeons marketed by Brown & Brown.



The Company and Brown & Brown agreed in March 2002 to terminate both the physician and dental programs no later than March 6, 2003.
During 2002, the Company continued to issue and renew those policies under the Brown & Brown programs that satisfied revised stringent underwriting standards. In 2003, the Company terminated its relationship with Brown & Brown and
as of March 6, 2004, all policies had expired.



Current Status



The Company continues to settle and close the claims associated with the direct
healthcare liability business in run-off. As of December 31, 2006, non-core healthcare liability reserves accounted for 10.3% of the Companys total net reserves. The following table shows the progress the Company has achieved in the
disposition of these claims over the last three years.



Direct
Healthcare Liability Claims in Run-Off:

(Dollars in Thousands, except Average Reserve)



|                                                       |  |      |         |      |   |         |      |  |   |        
|------------------------------------------------------ |  | ---- | ------- | ---- | - | ------- | ---- |  | - | -------
|YEAR ENDED DECEMBER 31,                                |  | 2006 |         | 2005 |   |         | 2004
|Net Loss Reserves Outstanding Beginning of Period      |  | $    | 60,616  |      | $ | 97,331  |      |  | $ | 145,283
|Loss Payments                                          |  |      | 22,962  |      |   | 34,418  |      |  |   | 59,240 
|Increase (Decrease) in Estimated Ultimate Losses       |  |      |        |      |   | (2,297  | )    |  |   | 11,288 
|                                                       |  |      |         |      |   |         |      |  |   |        
|Net Loss Reserves End of Period                        |  | $    | 37,654  |      | $ | 60,616  |      |  | $ | 97,331 
|                                                       |  |      |         |      |   |         |      |  |   |        
|Number of Claims Outstanding Beginning of Period       |  |      | 229     |      |   | 431     |      |  |   | 739    
|Claims Closed During Period                            |  |      | 104     |      |   | 218     |      |  |   | 386    
|Claims Opened During Period                            |  |      | 11      |      |   | 16      |      |  |   | 78     
|                                                       |  |      |         |      |   |         |      |  |   |        
|Number of Claims Outstanding End of Period             |  |      | 136     |      |   | 229     |      |  |   | 431    
|                                                       |  |      |         |      |   |         |      |  |   |        
|Claims Closed with Indemnity Payments                  |  |      | 39.4%   |      |   | 42.2%   |      |  |   | 42.1%  
|Average Reserve (including IBNR) on Outstanding Claims |  | $    | 276,860 |      | $ | 264,699 |      |  | $ | 225,826



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New claims currently arise principally from tail policies which were required by regulation to be offered upon cancellation and
expiration of the underlying policy. The Company continues to settle claims at amounts it considers reasonable and defends against claims it considers non-meritorious. The Companys average reserves held on open claims have increased as smaller
claims tend to settle earlier in the claims settlement process.



Assumed
Reinsurance Operations In Run-Off



In August 1999, the Company established a
separate Assumed Reinsurance Division under the direction of two senior officers. The principal reinsurance programs included casualty, property, accident and health and workers compensation and marine programs.



Reinsurance is an arrangement in which an insurance company, the reinsurer or the assuming company,
agrees to indemnify another insurance company, the reinsured or the ceding company, against all or a portion of the insurance risks underwritten by the ceding company under one or more insurance contracts. The Company concentrated the majority of
its assumed reinsurance portfolio on treaty reinsurance. Treaty reinsurers, including the Company, do not separately evaluate each of the individual risks assumed under their treaties and, consequently, after a review of the ceding companys
underwriting practices, are largely dependent on the original risk underwriting decisions made by the ceding company. The Company also focused on pro rata, or quota share, arrangements, in which the ceding company bears a proportional share of the
risk and therefore the incentive to underwrite and price the business appropriately.



In
addition to the foregoing programs, in 2001 the Company formed SCPIE Underwriting Limited, a limited liability corporate underwriting syndicate member at Lloyds, which provided underwriting capacity to three syndicates during 2001 and 2002. In
2003, SCPIE Underwriting Limited reduced underwriting capacity to one syndicate and in 2004 ceased underwriting operations.



Exit From Most Reinsurance Operations



The Company suffered significant losses in 2001 in its non-California healthcare operations and in its assumed reinsurance operations from the World Trade Center terrorist attack.
These losses impacted the capital adequacy ratios under the A.M. Best and NAIC capital adequacy models and resulted in the reduction in the A.M. Best rating assigned to the Insurance Subsidiaries.



In order to reduce its capital requirements, in December 2002, the Company entered into a 100% quota
share reinsurance agreement with Rosemont Re, under which the Company ceded almost all of its assumed unearned reinsurance premiums as of June 30, 2002, for the 2001 and 2002 underwriting years, and almost all of its assumed reinsurance
premiums written after that date for those underwriting years. This treaty relieved the Company of significant premium leverage and significantly improved the Companys risk-based capital adequacy ratios under both the A.M. Best and NAIC
models.



Under the terms of the treaty with Rosemont Re, there are no limitations on the
amount of losses recoverable by the Company, and the treaty includes a profit-sharing provision should the combined ratio calculated on the base premium ceded be below 100%. The treaty requires Rosemont Re to reimburse the Company for its
acquisition and administrative expenses. In addition, the Company was required to pay Rosemont Re additional premium in excess of the base premium ceded of 14.3%.



There are certain losses not included in the treaty with Rosemont Re, including any World Trade Center losses. Further, the treaty does not involve
the assumption of any earned premium or losses attributable to periods prior to June 30, 2002, which remain the responsibility of the Company. See Managements Discussion and Analysis of Financial Condition and Results of
Operations.



The Rosemont Re reinsurance treaty has both prospective and
retroactive elements as defined in Financial Accounting Standards Board Statement (FASB) No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts. As such, any gains under the contract will be
deferred and amortized to income based upon the expected recovery. No gains are anticipated currently. Losses related to future earned premium ceded, as well as development on losses related to existing earned premium ceded after June 30, 2002,
will ultimately determine whether a gain will be recorded under the contract. The retroactive accounting treatment required under FASB 113 requires that a charge to income be recorded to the extent premiums ceded under the contract are in excess of
the estimated losses and expenses ceded under the contact.



After consummation of the
Rosemont Re reinsurance treaty, the Company continued to participate during 2003 in one Lloyds syndicate that specialized in underwriting professional liability excess insurance. The Companys decision to continue to support this
syndicate was primarily due to the attractive increases in reinsurance rates in this segment of the market, as well as the



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significant capital costs involved in running off the business if the syndicate were terminated. This syndicate was commuted as of December 31, 2005 and the
Company is no longer exposed to losses related to insureds of this syndicate.



Remaining Assumed Reinsurance Operations



The Company continues
to administer claims and other matters relating to the more than 100 existing reinsurance treaties and contracts entered into by the Company, including those subject to the 100% quota share reinsurance treaty with Rosemont Re. At year-end 2006, 2005
and 2004, the principal net loss reserves retained by the Company under these treaties involved (i) Lloyds syndicates for which the Company provided capital, (ii) London-based business including other Lloyds syndicates,
(iii) occupational accident coverage and excess workers compensation benefits, which typically provides lifetime medical and related benefits at high coverage levels, (iv) excess of loss directors and officers liability reinsurance, and
(v) bail and immigration bonds.



The following table presents the net assumed
reinsurance reserves (including retrospective reserves ceded under the Rosemont Re Treaty of $6.4 million, $7.1 million, and $12.7 million, respectively) by major component as of December 31:



|                               |  |                |        |     |      |   |        |      |  |   |       
|------------------------------ |  | -------------- | ------ | --- | ---- | - | ------ | ---- |  | - | ------
|                               |  | 2006           |        |     | 2005 |   |        | 2004
|                               |  | (In Thousands)
|Lloyds Syndicates(1)          |  | $              |       |     |      | $ |       |      |  | $ | 21,922
|London-based business          |  |                | 19,494 |     |      |   | 24,427 |      |  |   | 18,873
|Occupational accident business |  |                | 19,134 |     |      |   | 21,780 |      |  |   | 26,561
|Excess D&O liability           |  |                | 5,414  |     |      |   | 6,375  |      |  |   | 7,375 
|Bail and immigration bonds     |  |                | 136    | (2) |      |   | 573    | (2)  |  |   | 3,489 
|Other                          |  |                | 4,849  |     |      |   | 6,039  |      |  |   | 9,588 
|                               |  |                |        |     |      |   |        |      |  |   |       
|                               |  | $              | 49,027 |     |      | $ | 59,194 |      |  | $ | 87,808
|                               |  |                |        |     |      |   |        |      |  |   |       



| | (1) |  | Syndicates for which the Company provided capital.
| | --- |  | --------------------------------------------------

| | (2) |  | Additional net liabilities of $3.6 million representing payment requests made to the Company are included in other liabilities on the Companys balance sheet. These net liabilities are
being contested in pending arbitrations. (See Legal ProceedingsBail and Immigration Bond Proceedings.)
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The assumed reinsurance net reserves continue to decline as payments are made and reserves are settled or contracts are commuted. The Company is actively seeking to commute
individual contracts to speed up the settlement process. Commutation requires an agreement between the insured and reinsurer whereby one payment by the reinsurer will settle all its remaining obligations. Such settlements normally include actuarial
estimates of potential losses on an individual contract basis as well as the effect of the time value of money.



LOSS AND LOSS ADJUSTMENT EXPENSE (LAE) RESERVES

---



The determination of loss reserves is a projection of ultimate losses through an actuarial analysis of the claims history of the Company and other
professional liability insurers, subject to adjustments deemed appropriate by the Company due to changing circumstances. Included in its claims history are losses and LAE paid by the Company in prior periods and case reserves for anticipated losses
and LAE developed by the Companys Claims Department as claims are reported and investigated. Actuaries rely primarily on such historical loss experience in determining reserve levels on the assumption that historical loss experience provides a
good indication of future loss experience despite the uncertainties in loss cost trends and the delays in reporting and settling claims. As additional information becomes available, the estimates reflected in earlier loss reserves may be revised.
Any increase in the amount of reserves, including reserves for insured events of prior years, could have an adverse effect on the Companys results for the period in which the adjustments are made. See Risk FactorsLoss and LAE
Reserves.



The loss and LAE reserves included in the Companys financial
statements represent the Companys best estimate of the amounts that the Company will ultimately pay on claims, and the related costs of adjusting those claims, as of the date of the financial statements. The uncertainties inherent in
estimating ultimate losses on the basis of past experience have increased in recent years principally as a result of judicial expansion of liability standards and expansive interpretations of insurance contracts. These uncertainties may be further
affected by, among other factors, changes in the rate of inflation and changes in the propensities of individuals to file claims. The inherent uncertainty of establishing reserves is relatively greater for companies



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writing liability insurance, including medical malpractice insurance, due primarily to the longer-term nature of the resolution of claims. There can be no assurance
that the ultimate liability of the Company will not exceed the amounts reserved.



The
Company relies on its internal actuarial staff in establishing its reserves. The Companys internal actuarial staff reviews reserve adequacy on a quarterly basis. The Company continually refines reserve estimates as experience develops and
further claims are reported and resolved. The Company reflects adjustments to reserves in the results of the periods in which such adjustments are made. The Companys medical malpractice and assumed reinsurance insurance written are lines of
business for which the initial loss and LAE estimates may be impacted by events occurring long after the claim is incurred. Such events include sudden severe inflation or adverse judicial or legislative decisions in medical malpractice insurance and
the inherent long reporting delays in assumed reinsurance.



The Companys actuaries
use a variety of actuarial methodologies in evaluating the adequacy of healthcare liability loss and LAE reserves. Loss development methods use historical loss development patterns by the year a claim is reported (the report year) and the valuation
points of reported losses during ensuing periods. Paid loss and reported incurred loss development projections are base methods and are used to support other techniques. Report year claim count and severity (average claim size) projections are
developed to provide alternative projections using reported claim frequency and trended severity. Alternative reported projections are developed by adjusting the claims settlement rates so that these patterns are consistent from year to year.
Trended pure premium projections are developed by trending average losses per exposure from mature periods. The Company also uses the Bornhuetter-Ferguson method, a standard method which combines reported or paid losses, loss development or payment
patterns and expected loss ratios.



The indications derived under the various
methodologies are analyzed by limit, resulting average loss trends, the year in which the medical incident occurred or was reported and known policy limit claims outstanding. An individual reserve level is selected by report year or accident year in
the case of occurrence coverages.



Loss development methods based on historical patterns
are very sensitive to small changes in the pattern of loss payments or reported losses. Methods which determine trends from mature periods or use expected loss ratios are less sensitive to changes in loss payment or reporting patterns. In general,
the Bornhuetter-Ferguson and trended pure premium loss methodologies are given more weight in selecting the levels for the most recent report years. As more data emerges in payments and settled claims, the various methodologies begin to converge.



In the assumed reinsurance area, the Companys actuaries rely heavily on losses,
including IBNR, reported by the ceding companies. The Company obtains analysis from the actuary of the ceding companies, when available. These analyses are reviewed by the Companys actuaries as well as general industry patterns to determine
the Companys reserve position. The volatility is greatest in those areas in which claims take a long time, often many years, to be reported through the worldwide reinsurance market.



In connection with the reserve certification required under state statutory regulations, independent actuaries review the Companys reserves for
losses and LAE at the end of each fiscal year. The independent actuaries report includes a single point estimate of required reserve levels. The Company considers the independent actuaries work when determining reserve levels, but primarily as a
validation that the Companys reserve analysis is reasonable and has considered the relevant factors inherent in such a determination, such as, anticipated or estimated changes in the frequency and severity of claims, loss retention levels and
premium rates.



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The Companys loss reserve experience is shown in the following table, which sets forth a reconciliation of beginning and
ending reserves for unpaid losses and LAE for the periods indicated:



|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|------------------------------------------------------------------------------------------------------ |  | -------------- | ------- | - | ---- | - | ------- | ---- |  | - | -------
|DECEMBER 31,                                                                                           |  | 2006           |         |   | 2005 |   |         | 2004
|                                                                                                       |  | (In thousands)
|Reserves for losses and LAEat beginning of year                                                       |  | $              | 429,315 |   |      | $ | 638,747 |      |  | $ | 643,046
|Less reinsurance recoverablesat beginning of year                                                     |  |                | 45,535  |   |      |   | 183,623 |      |  |   | 108,891
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|Reserves for losses and LAE, net of related reinsurance recoverableat beginning of year               |  |                | 383,780 |   |      |   | 455,124 |      |  |   | 534,155
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|Provision for losses and LAE for claims incurred in the current year, net of reinsurance               |  |                | 109,343 |   |      |   | 113,128 |      |  |   | 123,027
|Increase (decrease) in estimated losses and LAE for claims incurred in prior years, net of reinsurance |  |                | (11,255 | ) |      |   | (1,972  | )    |  |   | 15,900 
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|Incurred losses during the year, net of reinsurance                                                    |  |                | 98,088  |   |      |   | 111,156 |      |  |   | 138,927
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|Deduct losses and LAE payments for claims, net of reinsurance, occurring during:                       |  |                |         |   |      |   |         |      |  |   |        
|Current year                                                                                           |  |                | 12,201  |   |      |   | 24,466  |      |  |   | 11,091 
|Prior years                                                                                            |  |                | 102,443 |   |      |   | 158,034 |      |  |   | 206,867
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|Total payments during the year, net of reinsurance                                                     |  |                | 114,644 |   |      |   | 182,500 |      |  |   | 217,958
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|Reserve for losses and LAE, net of related reinsurance recoverableat end of year                      |  |                | 367,224 |   |      |   | 383,780 |      |  |   | 455,124
|Reinsurance recoverable for losses and LAEat end of year                                              |  |                | 38,224  |   |      |   | 45,535  |      |  |   | 183,623
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        
|Reserves for losses and LAE, gross of reinsurance recoverableat end of year                           |  | $              | 405,448 |   |      | $ | 429,315 |      |  | $ | 638,747
|                                                                                                       |  |                |         |   |      |   |         |      |  |   |        



The decreases during 2006 and 2005 in estimated
losses and LAE occurring in prior years were primarily attributable to favorable loss experience in direct healthcare liability insurance due to the declining frequency in claims in both years and non-core direct healthcare liability insurance in
2005, partially offset by adverse experience in the assumed reinsurance business. The increase during 2004 was primarily attributable to the adverse loss experience in the assumed reinsurance and the non-core direct healthcare liability insurance
businesses. See Managements Discussion and Analysis of Financial Condition and Results of OperationsOverview.



The following table reflects the development of loss and LAE reserves for the periods indicated at the end of that year and each subsequent year. The line entitled Loss and
LAE reserves reflects the reserves, net of reinsurance recoverables, as originally reported at the end of the stated year. Each calendar year-end reserve includes the estimated unpaid liabilities for that report or accident year and for all
prior report or accident years. The section under the caption Cumulative net paid as of shows the cumulative amounts paid related to the reserve as of the end of each subsequent year. The section under the caption Liability
reestimated as of shows the original recorded reserve as adjusted as of the end of each subsequent year to reflect the cumulative amounts paid and all other facts and circumstances discovered during each year. The line Net cumulative
redundancy (deficiency) reflects the difference between the latest reestimated reserve amount and the reserve amount as originally established.



The gross liability for losses before reinsurance, as shown on the balance sheet, and the reconciliation of that gross liability to amounts net of reinsurance are reflected below
the table.



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In evaluating the information in the table below, it should be noted that each amount includes the effects of all changes in
amounts of prior periods. For example, if a loss determined in 2005 to be $100,000 was first reserved in 1995 at $150,000, the $50,000 redundancy (original estimate minus actual loss) would be included in the cumulative redundancy in each of the
years 1995 through 2005 shown below. This table presents development data by calendar year and does not relate the data to the year in which the claim was reported or the incident actually occurred. Conditions and trends that have affected the
development of these reserves in the past will not necessarily recur in the future.



|                                           |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|------------------------------------------ |  | -------------- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | ---- |  | ---- | ------- | - |  | - | ------- |  | - | ------- |  | - | -------
|YEARS ENDED DECEMBER 31,                   |  | 1996           |         | 1997 |   | 1998    |  | 1999 |         | 2000 |   |         | 2001 |   |         | 2002 |  |   | 2003    |   |  | 2004 |         | 2005 |  | 2006
|                                           |  | (in thousands)
|Loss and LAE Reserves, net.                |  | $              | 440,302 |      | $ | 433,441 |  | $    | 451,072 |      | $ | 404,857 |      | $ | 389,549 |      |  | $ | 502,390 |   |  | $    | 564,741 |      |  | $    | 534,155 |   |  | $ | 455,124 |  | $ | 383,780 |  | $ | 367,224
|Cumulative net paid, as of:                |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|One year later                             |  |                | 118,307 |      |   | 107,748 |  |      | 156,913 |      |   | 148,891 |      |   | 155,626 |      |  |   | 210,907 |   |  |      | 173,528 |      |  |      | 206,867 |   |  |   | 158,035 |  |   | 102,443 |  |   |        
|Two years later                            |  |                | 181,116 |      |   | 179,016 |  |      | 246,835 |      |   | 238,718 |      |   | 273,680 |      |  |   | 319,076 |   |  |      | 336,913 |      |  |      | 331,158 |   |  |   | 235,877 |  |   |         |  |   |        
|Three years later                          |  |                | 207,141 |      |   | 204,773 |  |      | 279,629 |      |   | 281,048 |      |   | 319,636 |      |  |   | 390,400 |   |  |      | 403,098 |      |  |      | 388,775 |   |  |   |         |  |   |         |  |   |        
|Four years later                           |  |                | 217,460 |      |   | 216,448 |  |      | 299,106 |      |   | 304,588 |      |   | 344,700 |      |  |   | 423,621 |   |  |      | 445,175 |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Five years later                           |  |                | 222,307 |      |   | 223,540 |  |      | 309,809 |      |   | 312,633 |      |   | 360,419 |      |  |   | 449,232 |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Six years later                            |  |                | 227,782 |      |   | 228,007 |  |      | 311,677 |      |   | 319,349 |      |   | 372,133 |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Seven years later                          |  |                | 230,648 |      |   | 229,213 |  |      | 315,923 |      |   | 327,732 |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Eight years later                          |  |                | 231,100 |      |   | 229,256 |  |      | 321,863 |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Nine years later                           |  |                | 231,029 |      |   | 230,663 |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Ten years later                            |  |                | 231,036 |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|                                           |  |                |         |      |   |         |  |      |         |      |  
|Liability re-estimated, as of:             |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|One year later                             |  |                | 387,094 |      |   | 339,673 |  |      | 389,893 |      |   | 359,954 |      |   | 403,373 |      |  |   | 519,610 |   |  |      | 556,633 |      |  |      | 550,054 |   |  |   | 453,152 |  |   | 372,525 |  |   |        
|Two years later                            |  |                | 301,795 |      |   | 283,276 |  |      | 351,238 |      |   | 356,298 |      |   | 402,559 |      |  |   | 510,274 |   |  |      | 573,603 |      |  |      | 539,144 |   |  |   | 449,670 |  |   |         |  |   |        
|Three years later                          |  |                | 259,022 |      |   | 250,962 |  |      | 341,763 |      |   | 338,196 |      |   | 397,129 |      |  |   | 516,663 |   |  |      | 562,185 |      |  |      | 551,028 |   |  |   |         |  |   |         |  |   |        
|Four years later                           |  |                | 237,059 |      |   | 243,561 |  |      | 329,588 |      |   | 342,176 |      |   | 402,009 |      |  |   | 518,952 |   |  |      | 564,458 |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Five years later                           |  |                | 236,363 |      |   | 237,487 |  |      | 329,172 |      |   | 343,780 |      |   | 402,107 |      |  |   | 519,115 |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Six years later                            |  |                | 235,919 |      |   | 239,389 |  |      | 330,264 |      |   | 343,901 |      |   | 404,795 |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Seven years later                          |  |                | 236,434 |      |   | 238,918 |  |      | 330,148 |      |   | 346,883 |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Eight years later                          |  |                | 236,238 |      |   | 234,758 |  |      | 332,823 |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Nine years later                           |  |                | 234,240 |      |   | 238,608 |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Ten years later                            |  |                | 236,484 |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Net cumulative redundancy / (deficiency)   |  | $              | 203,818 |      | $ | 194,833 |  | $    | 118,249 |      | $ | 57,974  |      | $ | (15,246 | )    |  | $ | (16,725 | ) |  | $    | 283     |      |  | $    | (16,873 | ) |  | $ | 5,454   |  | $ | 11,255  |  |   |        
|                                           |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Original gross liability  end of year     |  | $              | 459,569 |      | $ | 454,970 |  | $    | 475,970 |      | $ | 449,864 |      | $ | 429,700 |      |  | $ | 576,636 |   |  | $    | 650,671 |      |  | $    | 643,046 |   |  | $ | 638,747 |  | $ | 429,315 |  | $ | 405,448
|Less: Reinsurance recoverables             |  |                | 19,267  |      |   | 21,529  |  |      | 24,898  |      |   | 45,007  |      |   | 40,151  |      |  |   | 74,246  |   |  |      | 85,930  |      |  |      | 108,891 |   |  |   | 183,623 |  |   | 45,535  |  |   | 38,224 
|                                           |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Original net liabilityend of year         |  | $              | 440,302 |      | $ | 433,441 |  | $    | 451,072 |      | $ | 404,857 |      | $ | 389,549 |      |  | $ | 502,390 |   |  | $    | 564,741 |      |  | $    | 534,155 |   |  | $ | 455,124 |  | $ | 383,780 |  | $ | 367,224
|                                           |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Gross re-estimated liabilitylatest period |  | $              | 246,686 |      | $ | 251,565 |  | $    | 357,838 |      | $ | 379,003 |      | $ | 464,017 |      |  | $ | 585,537 |   |  | $    | 667,032 |      |  | $    | 681,260 |   |  | $ | 599,534 |  | $ | 411,821 |  |   |        
|Less: Estimated reinsurance recoverables   |  |                | 10,202  |      |   | 12,957  |  |      | 25,015  |      |   | 32,120  |      |   | 59,222  |      |  |   | 66,422  |   |  |      | 102,574 |      |  |      | 130,232 |   |  |   | 149,864 |  |   | 39,296  |  |   |        
|                                           |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Net estimated liabilitieslatest period    |  | $              | 236,484 |      | $ | 238,608 |  | $    | 332,823 |      | $ | 346,883 |      | $ | 404,795 |      |  | $ | 519,115 |   |  | $    | 564,458 |      |  | $    | 551,028 |   |  | $ | 449,670 |  | $ | 372,525 |  |   |        
|                                           |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        
|Gross cumulative redundancy / deficiency   |  | $              | 212,883 |      | $ | 203,405 |  | $    | 118,132 |      | $ | 70,861  |      | $ | (34,317 | )    |  | $ | (8,901  | ) |  | $    | (16,361 | )    |  | $    | (38,213 | ) |  | $ | 39,214  |  | $ | 17,494  |  |   |        
|                                           |  |                |         |      |   |         |  |      |         |      |   |         |      |   |         |      |  |   |         |   |  |      |         |      |  |      |         |   |  |   |         |  |   |         |  |   |        





Prior to the Companys expansion outside of its California healthcare liability markets beginning in 1997, the Company had historically experienced favorable development in
loss and LAE reserves established for prior years on both a gross and net basis. The Company believes that the favorable loss and LAE reserve development resulted from four factors: (i) the Companys conservative approach of establishing
reserves for medical malpractice insurance losses and LAE, (ii) the continuing benefits from the Medical Injury Compensation Reform Act (MICRA), the California tort reform legislation that was declared constitutional in a series of decisions by
the California Supreme Court in the mid-1980s, (iii) benefits from California legislation requiring matters in litigation to proceed more expeditiously to trial, and (iv) improved results from a restructuring of the Companys internal
claims process. The Company believes, based on its analysis of annual statements filed with state regulatory authorities, that its principal California competitors experienced similar favorable loss and LAE reserve development in those years.



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Core Healthcare Business



The Companys reserve analysis (and its independent consulting actuaries analysis) began to exhibit less variability related to the core
California healthcare liability business from 1999 forward as the effects of the items mentioned in the preceding paragraph were reflected in the historical loss and LAE data which is the foundation of actuarial estimates. As this variability
decreased, the Companys core business reserve estimates, although still considered conservative, were inherently less variable than before.



The ultimate results of the number of policy-limit losses which may occur in any single year or the ultimate effect litigation results may have on the average severity of losses,
will not be known for several years. The majority of severe cases will not be settled in the twenty-four month period following reporting of the claim. The Company has continued its historical policy of estimating the current years incurred
losses in a manner designed to protect against unfavorable trends in large losses or severity.



This policy, along with a significant decrease in the frequency of claims (a cumulative 36.5% over the last four years) has allowed favorable development in the core healthcare reserves of between 4.8% and 7.3% of the preceding year-end net
reserve balances.



The primary trend affecting the adequacy of reserve estimates in the
core area is the trend in pure loss costs (the combination of frequency and average severity changes) related to malpractice coverage. The inherent pure loss cost trend included in the setting of the 2003, 2004, 2005 and 2006 reserves has been 4.4%,
3.3%, 2.2%, and 1.2% respectively. A change in the pure loss cost trend not only affects the reserving for the current years incurred losses, but also previously established reserves, especially IBNR. At 2006 reserve levels, a 1% change in the
pure loss costs trend produces a change in prior reserves of approximately $4.3 million. Such changes in estimates are reflected in the period of change. Reserves related to medical malpractice coverage account for 90% of core reserves.



Non-Core Business



The cumulative deficiencies which have emerged for reserves held over the past four years relate entirely to the Companys non-core healthcare
liability and assumed reinsurance reserves which are now in run-off.



Beginning with the
Companys expansion into hospital (1997) and healthcare liability outside of California (1998) and assumed reinsurance (mid 1999), the reserve estimation process became significantly more volatile. The healthcare liability business
outside of California did not have the benefits of MICRA-type reform and assumed reinsurance business is, by its nature, extremely volatile.



The Company attempted to apply the same conservative reserving process as had been applied in the core business reserves. Because the Companys expansion into the hospital and
the healthcare liability outside of California represented new areas for which the Company had limited historical experience, the Company primarily utilized industry experience to estimate required reserve levels. There were significant increases in
severity trends in these areas beginning in 2000. Although the Company took significant rate action and underwriting restrictions were implemented, ultimately the Company withdrew from these markets (hospitals in 2001 and non-core healthcare
physician business in 2002.)



As the actual extent and size of the increases in the
frequency and severity of claims related to the non-core healthcare liability areas emerged in the actuarial data used to project reserve levels, upward reserve adjustments were necessary. Development in the non-core healthcare reserves of between
4.1% unfavorable and 2.4% favorable has occurred over the last four years.



Since very
few new claims are reported in this area, the primary factor in determining the need for additional reserves is whether current settlement patterns are conforming to the reserving models. In 2006, current patterns indicated no reserve change was
required. Since several of the legal jurisdictions outside of California where the Company used to write policies require many years for claims to settle through the system, future events could affect the adequacy of carried reserves. If claims
ultimately close for an average of $12,000 more than currently reserved on average, additional reserves of $1.6 million would be required.



The Assumed Reinsurance operations encompassed various risks in the worldwide reinsurance market. The Company has relied heavily on ceding company information in establishing loss
reserves, including IBNR.



The assumed reinsurance reserves have a very long development
pattern and are subject to frequent delays in reporting through the worldwide reinsurance system. Over the last four years this area has had development ranging from 20.2% unfavorable to



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2.7% favorable. Upward developments have related primarily to World Trade Center losses, Lloyds syndicates, London business, a domestic bonding program, and an
excess of loss treaty, which included officer and director liability business.



CEDED
REINSURANCE PROGRAMS

---



The Company
follows customary industry practice by reinsuring a portion of its healthcare liability insurance risks. The Company cedes to reinsurers a portion of its risks and pays a fee based upon premiums received on all policies subject to such reinsurance.
Insurance is ceded principally to reduce net liability on individual risks and to provide protection against large losses. Although reinsurance does not legally discharge the ceding insurer from its primary liability for the full amount of the
policies reinsured, it does make the reinsurer liable to the insurer to the extent of the reinsurance ceded. The Company determines how much reinsurance to purchase based upon its evaluation of the risks it has insured, consultations with its
reinsurance brokers and market conditions, including the availability and pricing of reinsurance. In 2006, the Company ceded $12.8 million of its healthcare liability earned premiums to reinsurers.



From 2002 through 2006 the Company has reinsured losses above a retention of approximately $2.0 million
to $20.0 million subject to an aggregate deductible of $3.0 million in each respective year for losses in excess of the Companys retention. For 2003 and 2002 the Company also reinsured losses in excess of $20.0 million up to $50.0 million
subject to 16% and 8% Company participation in these reinsurance layers, respectively. For 2001 and 2000 the Company reinsured losses above a $1.25 million and $2.0 million retention, respectively, up to $70.0 million subject to a $3.0 million
aggregate deductible for each year. Prior to 2000 the Company generally reinsured losses up to $20.0 million above a $1 million retention subject to a $1 million aggregate deductible.



The Company often has more than one insured named as a defendant in a lawsuit or claim arising from the same incident, and, therefore, multiple
policies and limits of liability may be involved. The Companys reinsurance program is purchased in several layers, the limits of which may be reinstated under certain circumstances, at the Companys option, subject to the payment of
additional premiums.



In addition, in December 2002, the Company entered into the
Rosemont Re retrocessional reinsurance agreement more fully described in Note 4 to Consolidated Financial Statements and Business Operations in Run-OffDivestitures of Most Reinsurance Operations  The Rosemont Re
Treaty.



In general, reinsurance is placed under reinsurance treaties and
agreements with a number of individual companies and syndicates at Lloyds to avoid concentrations of credit risk. The following table identifies the Companys most significant reinsurers based upon recoverable balances as of
December 31, 2006 by company and their current A.M. Best ratings. No other single reinsurers percentage participation in 2006 exceeded 7.0% of total reinsurance premiums ceded.



|                             |  |                                                |        |                                              |   |           |  |                             |  |      |  
|---------------------------- |  | ---------------------------------------------- | ------ | -------------------------------------------- | - | --------- |  | --------------------------- |  | ---- | -
|                             |  | RECOVERABLEBALANCES ATYEAR ENDDECEMBER 31,2006 |        | PREMIUMS CEDEDFOR YEAR ENDEDDECEMBER 31,2006 |   | RATING(1) |  | PERCENTAGE OFPREMIUMS CEDED | 
|                             |  | (In Thousands)                                 |       
|Rosemont Re (Bermuda)        |  | $                                              | 32,131 |                                              | $ | 28        |  | n/a                         |  | 0.2  | %
|Lloyds of London Syndicates |  | $                                              | 4,531  |                                              | $ | 5,450     |  | A                           |  | 43.0 | %
|Hannover Ruckversicherungs   |  | $                                              | 4,426  |                                              | $ | 5,071     |  | A                           |  | 40.0 | %



| | (1) |  | All ratings are assigned by A.M. Best.
| | --- |  | --------------------------------------



In December 2002, when the Company entered into its 100% quota share arrangement with Rosemont Re, Rosemont Re had an A- rating from A.M. Best. As a result of significant losses
related to hurricanes Katrina, Rita and Wilma, Rosemont Re has been placed in run-off and will be liquidated.



Assets approximately equal to Rosemont Res estimated liabilities under the reinsurance agreement with the Company are currently held in trust to satisfy the liabilities under the agreement. The provisions of the trust are
intended to comply with the requirements of the California Department of Insurance. If the estimated recoveries were to increase in the future, the Company



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would have to rely on Rosemont Res continuing ability to fund these amounts. As of June 30, 2006, Rosemont reported $66.1 million of shareholders
equity.



The Company analyzes the credit quality of its reinsurers and relies on its
brokers and intermediaries to assist in such analysis. To date, the Company has not experienced any material difficulties in collecting reinsurance recoverables. No assurance can be given, however, regarding the future ability of any of the
Companys reinsurers to meet their obligations. Should future events cause the Company to determine adjustments in the amounts recoverable from reinsurance are necessary, such adjustments would be reflected in the results of current operations.



INVESTMENT PORTFOLIO

---



An important component of the Companys operating results has been the return on
its invested assets. The Companys investments are made by investment managers under policies established and supervised by management, the Boards of Directors for the Company and the Insurance Subsidiaries. The Companys investment policy
has placed primary emphasis on investment grade, fixed-maturity securities and maximization of after-tax yields.



All of the fixed-maturity securities are classified as available-for-sale and carried at estimated fair value. For these securities, temporary unrealized gains and losses, net of
tax, are reported directly through stockholders equity, and have no effect on net income. The following table sets forth the composition of the Companys investments in available-for-sale securities at the dates indicated:



|                                 |  |                      |         |                   |   |                      |  |           |         |  |   |        
|-------------------------------- |  | -------------------- | ------- | ----------------- | - | -------------------- |  | --------- | ------- |  | - | -------
|                                 |  | DECEMBER 31, 2006    |         | DECEMBER 31, 2005
|                                 |  | COST ORAMORTIZEDCOST |         | FAIRVALUE         |   | COST ORAMORTIZEDCOST |  | FAIRVALUE
|                                 |  | (In Thousands)      
|Fixed-maturity securities:       |  |                      |         |                   |   |                      |  |           |         |  |   |        
|Bonds:                           |  |                      |         |                   |   |                      |  |           |         |  |   |        
|U.S. government and agencies     |  | $                    | 176,032 |                   | $ | 173,320              |  | $         | 187,957 |  | $ | 186,280
|Mortgage-backed and asset-backed |  |                      | 69,963  |                   |   | 68,975               |  |           | 87,294  |  |   | 85,466 
|Corporate                        |  |                      | 151,558 |                   |   | 147,659              |  |           | 194,099 |  |   | 189,734
|                                 |  |                      |         |                   |   |                      |  |           |         |  |   |        
|Total fixed-maturity securities  |  |                      | 397,553 |                   |   | 389,954              |  |           | 469,350 |  |   | 461,480
|Common stocks                    |  |                      | 1,723   |                   |   | 2,034                |  |           | 1,934   |  |   | 2,095  
|                                 |  |                      |         |                   |   |                      |  |           |         |  |   |        
|Total                            |  | $                    | 399,276 |                   | $ | 391,988              |  | $         | 471,284 |  | $ | 463,575
|                                 |  |                      |         |                   |   |                      |  |           |         |  |   |        



The Companys current policy is to limit
its investment in equity securities and real estate to no more than 8.0% of the total market value of its investments. The Companys investment portfolio of fixed-maturity securities consists primarily of intermediate-term, investment-grade
securities. The Companys investment policy provides that fixed-maturity investments are limited to purchases of investment-grade securities or unrated securities which, in the opinion of a national investment advisor, should qualify for such
rating. The table below contains additional information concerning the investment ratings of the Companys fixed-maturity investments at December 31, 2006:



|                                             |  |                |         |           |   |                        |  |       |  
|-------------------------------------------- |  | -------------- | ------- | --------- | - | ---------------------- |  | ----- | -
|TYPE/RATING OF INVESTMENT(1)                 |  | AMORTIZEDCOST  |         | FAIRVALUE |   | PERCENTAGEOF FAIRVALUE | 
|                                             |  | (In Thousands) |        
|AAA (including U.S. government and agencies) |  | $              | 243,203 |           | $ | 239,525                |  | 61.4  | %
|AA                                           |  |                | 53,012  |           |   | 51,590                 |  | 13.2  | %
|A                                            |  |                | 87,616  |           |   | 85,307                 |  | 21.9  | %
|BBB                                          |  |                | 13,722  |           |   | 13,532                 |  | 3.5   | %
|                                             |  |                |         |           |   |                        |  |       |  
|                                             |  | $              | 397,553 |           | $ | 389,954                |  | 100.0 | %
|                                             |  |                |         |           |   |                        |  |       |  



| | (1) |  | The ratings set forth above are based on the ratings, if any, assigned by Standard & Poors Corporation (S&P). If S&Ps ratings were unavailable, the equivalent
ratings supplied by Moodys Investors Services, Inc. were used.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table sets forth certain information concerning the maturities of fixed-maturity securities in the Companys
investment portfolio as of December 31, 2006:



|                                            |  |                |         |           |   |                        |  |       |  
|------------------------------------------- |  | -------------- | ------- | --------- | - | ---------------------- |  | ----- | -
|                                            |  | AMORTIZEDCOST  |         | FAIRVALUE |   | PERCENTAGEOF FAIRVALUE | 
|                                            |  | (In Thousands) |        
|Years to maturity:                          |  |                |         |           |   |                        |  |       |  
|One or less                                 |  | $              | 50,932  |           | $ | 50,413                 |  | 12.9  | %
|After one through five                      |  |                | 153,239 |           |   | 150,238                |  | 38.5  | %
|After five through ten                      |  |                | 117,943 |           |   | 114,890                |  | 29.5  | %
|After ten                                   |  |                | 5,476   |           |   | 5,438                  |  | 1.4   | %
|Mortgage-backed and asset-backed securities |  |                | 69,963  |           |   | 68,975                 |  | 17.7  | %
|                                            |  |                |         |           |   |                        |  |       |  
|Totals                                      |  | $              | 397,553 |           | $ | 389,954                |  | 100.0 | %
|                                            |  |                |         |           |   |                        |  |       |  



The average weighted maturity of the securities
in the Companys fixed-maturity portfolio as of December 31, 2006, was 3.8 years. The average duration of the Companys fixed-maturity portfolio as of December 31, 2006, was 2.5 years.



The Company maintains cash and highly liquid short-term investments, which at December 31, 2006,
totaled $145.8 million.



The following table summarizes the Companys investment
results for the three years ended December 31, 2006, 2005 and 2004:



|                                                                                   |  |                |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|FOR THE YEARS ENDED DECEMBER 31,                                                   |  | 2006           |         |   | 2005 |   |         | 2004 | 
|                                                                                   |  | (In Thousands) |        
|Average invested assets (includes short-term investments)(1)                       |  | $              | 531,187 |   |      | $ | 548,829 |      |  | $ | 603,351 |  
|Net investment income:                                                             |  |                |         |   |      |   |         |      |  |   |         |  
|Before income taxes                                                                |  | $              | 20,410  |   |      | $ | 17,818  |      |  | $ | 19,174  |  
|After income taxes                                                                 |  | $              | 13,267  |   |      | $ | 11,582  |      |  | $ | 12,463  |  
|Average annual yield on investments:                                               |  |                |         |   |      |   |         |      |  |   |         |  
|Before income taxes                                                                |  |                | 3.8     | % |      |   | 3.2     | %    |  |   | 3.2     | %
|After income taxes                                                                 |  |                | 2.5     | % |      |   | 2.1     | %    |  |   | 2.1     | %
|Net realized investment gains (losses)                                             |  |                |         |   |      |   |         |      |  |   |         |  
|Before income taxes                                                                |  | $              | (493    | ) |      | $ | 4,018   |      |  | $ | 1,502   |  
|After income taxes                                                                 |  | $              | (320    | ) |      | $ | 2,612   |      |  | $ | 976     |  
|Increase (decrease) in net unrealized losses on all investments after income taxes |  | $              | 274     |   |      | $ | (8,009  | )    |  | $ | (2,283  | )



| | (1) |  | Includes fixed-maturity securities and equities at market.
| | --- |  | ----------------------------------------------------------



In 2001 and 2002 the Company recognized significant capital gains primarily to generate statutory surplus to improve its capital adequacy ratios. In addition, the Company moved its
portfolio entirely into taxable securities over the 2002-2003 time frame to maximize its cash income based on its current tax position. As a result, the majority of securities in the Companys portfolio were purchased after 2002. The
Companys average yield may be less than other comparable insurance companies who have a portfolio of securities which include securities purchased prior to 2002 when interest rates were, in general, higher.



COMPETITION

---



The California physician professional liability insurance market is highly competitive. The Company
competes principally with three physician-owned mutual or reciprocal insurance companies and a physician-owned mutual protection trust for physician and medical group insureds. Two of the companies and the trust solicit insureds in Southern
California, the Companys primary area of operations, and each has offered competitive rates during the past few years. In addition, two of these companies have announced that they will provide some level of dividends to their policyholders
during 2007. The Company believes that the principal competitive factors, in addition to pricing, include financial stability, breadth and flexibility of coverage and the quality and level of services provided. In addition, large commercial
insurance companies actively compete in this market, particularly



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for larger medical groups, hospitals and other healthcare facilities. The Company has considered its A.M. Best rating to be extremely important to its ability to
compete. The Company currently has a B+ (Good) rating from A.M. Best, while its principal competitors in California have ratings of A- or better. See A.M. Best Rating for a description of potential impact of these reductions. See also
Risk FactorsImportance of A.M. Best Rating.



In Delaware, the Company
competes principally through its relationship with a Delaware broker, who has considerable and long-standing relationships with Delaware physician insureds.



REGULATION

---



General



Insurance companies are regulated by government agencies in each state in which they transact insurance. The extent of regulation varies by state, but the regulation usually includes: (i) regulating premium rates and policy forms;
(ii) setting minimum capital and surplus requirements; (iii) regulating guaranty fund assessments; (iv) licensing companies and agents; (v) approving accounting methods and methods of establishing statutory loss and expense
reserves; (vi) establishing requirements for and limiting the types and amounts of investments; (vii) establishing requirements for the filing of annual statements and other financial reports; (viii) conducting periodic statutory
examinations of the affairs of insurance companies; (ix) approving proposed changes of control; and (x) limiting the amounts of dividends that may be paid without prior regulatory approval. Such regulation and supervision are primarily for
the benefit and protection of policyholders and not for the benefit of investors.



Licenses



SCPIE Indemnity, AHI and AHSIC are licensed in their
respective states of domicileCalifornia, Delaware and Arkansas. AHI is also licensed to transact insurance and reinsurance in 47 states and the District of Columbia. This permits ceding company clients to take credit on their regulatory
financial statements for reinsurance ceded to AHI in jurisdictions in which it is authorized as a reinsurer. AHSIC is licensed to write policies as an excess and surplus lines insurer in 20 states. SCPIE Indemnity is not licensed in any jurisdiction
outside of California.



SCPIE Underwriting Limited is authorized under the laws of the
United Kingdom to participate as a corporate member of Lloyds underwriting syndicates.



Most of the Companys healthcare liability insurance policies are written in California where SCPIE Indemnity is domiciled. California laws and regulations, including the tort liability laws, and laws relating to professional liability
exposures and reports, have the most significant impact on the Company and its operations.



Insurance Guaranty Associations



Most states, including
California, require admitted property and casualty insurers to become members of insolvency funds or associations that generally protect policyholders against the insolvency of such insurers. Members of the fund or association must contribute to the
payment of certain claims made against insolvent insurers. Maximum contributions required by law in any one year vary by state, and California permits a maximum assessment of 2% of annual premiums written by a member in that state during the
preceding year. However, such payments are recoverable by law through policy surcharges.



Holding Company Regulation



SCPIE Holdings is subject to the
California Insurance Holding Company System Regulatory Act (the Holding Company Act). The Holding Company Act requires the Company to periodically file information with the California Department of Insurance and other state regulatory authorities,
including information relating to its capital structure, ownership, financial condition and general business operations. Certain transactions between an insurance company and its affiliates of an extraordinary type may not be effected if
the California Commissioner disapproves the transaction within 30 days after notice. Such transactions include, but are not limited to, certain reinsurance transactions and sales, purchases, exchanges, loans and extensions of credit and investments,
in the net aggregate, involving more than the lesser of 3% of the insurers admitted assets or 25% of surplus as to policyholders, as of the preceding December 31.



The Holding Company Act also provides that the acquisition or change of control of a California insurance company or of any person or
entity that controls such an insurance company cannot be consummated without the prior approval of the California



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Insurance Commissioner. In general, a presumption of control arises from the ownership of voting securities and securities that are convertible into voting
securities, which in the aggregate constitute more than 10% of the voting securities of a California insurance company or of a person or entity that controls a California insurance company, such as SCPIE Holdings Inc. A person or entity seeking to
acquire control, directly or indirectly, of the Company is generally required to file with the California Commissioner an application for change of control containing certain information required by statute and published regulations and
provide a copy of the application to the Company. The Holding Company Act also effectively restricts the Company from consummating certain reorganizations or mergers without prior regulatory approval.



The Company is also subject to insurance holding company laws in other states that contain similar
provisions and restrictions.



Regulation of Dividends from Insurance Subsidiaries



The Holding Company Act also limits the ability of SCPIE Indemnity to pay
dividends to the Company. Without prior notice to and approval of the Insurance Commissioner, SCPIE Indemnity may not declare or pay an extraordinary dividend, which is defined as any dividend or distribution of cash or other property whose fair
market value together with other dividends or distributions made within the preceding 12 months exceeds the greater of such subsidiarys statutory net income of the preceding calendar year or 10% of statutory surplus as of the preceding
December 31. Applicable regulations further require that an insurers statutory surplus following a dividend or other distribution be reasonable in relation to its outstanding liabilities and adequate to meet its financial needs, and
permit the payment of dividends only out of statutory earned (unassigned) surplus unless the payment out of other funds is approved by the Insurance Commissioner. In addition, an insurance company is required to give the California Department of
Insurance notice of any dividend after declaration, but prior to payment.



The other
insurance subsidiaries are subject to similar provisions and restrictions under the insurance holding company laws of the other states in which they are organized.



Risk-Based Capital



The NAIC has developed a methodology for assessing the adequacy of statutory surplus of property and casualty insurers which includes a risk-based capital (RBC) formula that
attempts to measure statutory capital and surplus needs based on the risks in a companys mix of products and investment portfolio. The formula is designed to allow state insurance regulators to identify potentially under-capitalized companies.
Under the formula, a company determines its authorized control level RBC by taking into account certain risks related to the insurers assets (including risks related to its investment portfolio and ceded reinsurance) and the insurers
liabilities (including underwriting risks related to the nature and experience of its insurance business). The RBC rules provide for four different levels of regulatory attention depending on the ratio of a companys total adjusted capital to
its authorized control level RBC. The threshold requiring the least regulatory attention is a company action level when total adjusted capital is less than or equal to 200% of the authorized control level RBC and the level requiring the most
regulatory involvement is a mandatory control level RBC when total adjusted capital is less than 70% of authorized control level RBC. At the mandatory control level the state Insurance Commissioner is required to restrict the writing of business or
place the insurer under regulatory supervision or control.



At December 31, 2006,
the adjusted surplus level of each Insurance Subsidiary exceeded the threshold requiring the least regulatory attention. At December 31, 2006, SCPIE Indemnitys adjusted surplus level of $164.5 million was 340% of this threshold.



Regulation of Investments



The Insurance Subsidiaries are subject to state laws and regulations that require diversification of
their investment portfolios and limit the amount of investments in certain investment categories such as below investment grade fixed-income securities, real estate and equity investments. Failure to comply with these laws and regulations would
cause investments exceeding regulatory limitations to be treated as nonadmitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture of these non-qualifying investments over specified time periods
unless otherwise permitted by the state insurance authority under certain conditions.



Prior Approval of Rates and Policies



Pursuant to the California
Insurance Code, the Insurance Subsidiaries must submit rating plans, rates, and certain policies and endorsements to the Commissioner for prior approval. The possibility exists that the Company may be unable to implement



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desired rates, policies, endorsements, forms or manuals if the Insurance Commissioner does not approve these items. AHI is similarly required to make policy form and
rate filings in most of the other states to permit the Company to write medical malpractice insurance in these states. AHSIC is required in many states to obtain approval to issue policies as a non-admitted excess and surplus lines insurer, but it
is typically not required to obtain rate approvals.



The Company has encountered
challenges to its rate applications in recent years. See Risk FactorsRate Increases in California. The Commissioner approved in its entirety the Companys most recent application, which was implemented on January 1, 2005.
As a result of the performance of its core business during the past two years the Company did not have a rate increase in 2006, and will not have a rate increase in 2007.



Medical Malpractice Tort Reform



The California Medical Injury Compensation Reform Act (MICRA), enacted in 1975, has been one of the most comprehensive medical malpractice tort reform measures in the United
States. MICRA currently provides for limitations on damages for pain and suffering of $250,000, limitations on fees for plaintiffs attorneys according to a specified formula, periodic payment of medical malpractice judgments and the
introduction of evidence of collateral source benefits payable to the injured plaintiff. The Company believes that this legislation has brought stability to the medical malpractice insurance marketplace in California by making it more feasible for
insurers to assess the risks involved in underwriting this line of business. Bills have been introduced in the California Legislature from time to time to modify or limit certain of the tort reform benefits provided to physicians and other
healthcare providers by MICRA. Neither the proponents nor opponents have been able to enact significant changes. The Company cannot predict what changes, if any, to MICRA may be enacted during the next few years or what effect such changes might
have on the Companys medical malpractice insurance operations.



Medical
Malpractice Reports



The Company has been required to report detailed
information with regard to settlements or judgments against its California physician insureds in excess of $30,000 to the Medical Board of California, which has responsibility for investigations and initiation of proceedings relating to professional
medical conduct in California. Since January 1, 1998, all judgments, regardless of amount, must be reported to the Medical Board, which now publishes on the Internet all judgments reported and in the future will publicize certain settlements
above $30,000. In addition, all payments must also be reported to the federal National Practitioner Data Bank and such reports are accessible by state licensing and disciplinary authorities, hospital and other peer review committees and other
providers of medical care. A California statute also requires that defendant physicians must consent to all medical professional liability settlements in excess of $30,000, unless the physician waives this requirement. The Companys policy
provides the physician with the right to consent to any such settlement, regardless of the amount, but that either party may submit the matter of consent to a medical review board. In virtually all instances, the Company must obtain the consent of
the insured physician prior to any settlement.



Terrorism Risk Insurance Act of
2002



Under the Federal Terrorism Risk Insurance Act, effective
November 26, 2002, each commercial property and casualty insurer is required to make terrorism coverage available in policies for property and liability coverages other than professional liability coverage (which is excluded under the Act). Any
terrorism exclusion in a subject policy is rendered void by the Act to the extent it excludes losses covered by the Act. The federal government will pay a major share of the covered losses after a deductible is paid by the insurers. The Company
provides other liability coverages in its various policies, in addition to professional liability insurance, and may be subject to the Act. The Companys policy forms do not exclude coverage for acts of terrorism. The Company has notified its
policyholders of this coverage as provided by the Act, and has informed its policyholders that no premium is currently charged for acts of terrorism coverage. The Company does not consider this coverage material to its policies, which protect its
insureds principally against liability, not property losses. The law was extended in 2005 to remain in effect until December 31, 2007.



Health Insurance Portability and Accountability Act



The Health Insurance Portability and Accountability Act of 1996 (HIPAA) was enacted by Congress to ultimately simplify the healthcare administrative process. HIPAA
contains a variety of provisions, including privacy and security rules designed to maintain the confidentiality, integrity and availability of protected health information. Protected health information includes, among other things,
medical and billing records relating to medical care provided by the Companys insureds and loss



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descriptions and other information relating to medical liability claims asserted by patients against such insureds. The Company has developed various documents and
procedures for use with its insureds and vendors to safeguard this information from disclosure and use not permitted under HIPAA.



A.M. BEST RATING

---



A.M. Best rates insurance companies based on factors of concern to policyholders. A.M. Best currently assigns to each insurance company a rating that ranges from A++
(Superior) to F (In Liquidation). A.M. Best reviews a companys profitability, leverage and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated market value of
its assets, the adequacy of its loss reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. A.M. Bests ratings reflect its opinion of an insurance companys
financial strength, operating performance and ability to meet its obligations to policyholders and are not evaluations directed to purchasers of an insurance companys securities.



For a number of years, the Insurance Subsidiaries received an A.M. Best rating of A (Excellent), the third highest rating classification. As a result
of losses in the non-core businesses, the Companys rating was reduced in 2002 and 2003 to B (Fair). The Company took actions to improve its capital adequacy position through the orderly withdrawal from the non-core healthcare and assumed
reinsurance businesses. In November, 2006, A.M. Best increased its rating for the Insurance Subsidiaries to B+ (Good). A.M. Best assigns a B+ rating to companies that have, in its opinion, a good ability to meet their ongoing obligations to
policyholders. The outlook for this rating is stable.



An A.M. Best rating of at least an
A- classification is important to some consumers in the property/casualty insurance industry. At the present time, the Company has not been significantly affected by the lower A.M. Best ratings. The Company believes that its major competitors in
California may use the Insurance Subsidiaries lower A.M. Best rating in an attempt to solicit some of the Companys customers.



The Insurance Subsidiaries participate in a pooling arrangement and each of the Insurance Subsidiaries has been assigned the same pooled B+ (Good) A.M. Best
rating based on their consolidated performance.



EMPLOYEES

---



As of December 31, 2006, the Company employed 120
persons. None of the employees are covered by a collective bargaining agreement. The Company believes that its employee relations are good.



EXECUTIVE OFFICERS

---



The Executive Officers of the Company and their ages as of March 6, 2007, are as follows:



|                   |  |     |  |                                                                       
|------------------ |  | --- |  | ----------------------------------------------------------------------
|NAME               |  | AGE |  | POSITION                                                              
|Donald J. Zuk      |  | 70  |  | President, Chief Executive Officer and Director                       
|Ronald L. Goldberg |  | 55  |  | Senior Vice President, Underwriting and Marketing                     
|Joseph P. Henkes   |  | 57  |  | Secretary and Senior Vice President, Operations and Actuarial Services
|Robert B. Tschudy  |  | 58  |  | Senior Vice President, Chief Financial Officer and Treasurer          
|Edward G. Marley   |  | 46  |  | Vice President and Chief Accounting Officer                           
|Donald P. Newell   |  | 69  |  | Senior Vice President and General Counsel                             
|Margaret A. McComb |  | 62  |  | Senior Vice President, Claims                                         



Donald J. Zuk became Chief Executive Officer of
the Companys predecessor in 1989. Prior to joining the Company, he served 22 years with Johnson & Higgins, insurance brokers. His last position there was Senior Vice President in charge of its Los Angeles Health Care operations, which
included the operations of the Companys predecessor. Mr. Zuk is a director of BCSI Holdings Inc., a privately held insurance company.



Ronald L. Goldberg joined the Company in May 2001. From June 2000 to April 2001, Mr. Goldberg was a Senior Consultant to ChannelPoint, Inc., a privately held firm providing
technology services to the insurance industry. Prior to that time, Mr. Goldberg



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served as Senior Vice President of the PHICO Group, a privately held professional liability insurer, from June 1998 to May 2000, and as President of its Independence
Indemnity Insurance Company subsidiary. From April 1993 to May 1998, he was Vice President of USF&G Insurance Co., a large diversified insurance company that is now part of The St. Paul Travelers Companies, Inc.



Joseph P. Henkes has been with the Company since 1990, serving initially as Vice President, Operations
and Actuarial Services. He was named Senior Vice President, Operations and Actuarial Services in 1992. Prior to joining the Company, he served three years with Johnson & Higgins, insurance brokers, where his services were devoted primarily
to the Company. He has been an Associate of the Casualty Actuarial Society since 1975 and a member of the American Academy of Actuaries since 1980.



Robert B. Tschudy joined the Company in May 2002. From July 1995 to March 2001, Mr. Tschudy was Senior Vice President and Chief Financial Officer with 21st Century Insurance
Group, a publicly held property casualty insurance company writing primarily personal automobile insurance in California. Prior to that time, Mr. Tschudy was a partner, specializing in insurance, in the Los Angeles Office of Ernst &
Young LLP for over 10 years.



Edward G. Marley joined the Company in December 2001 as
Vice President and Controller. He was named Chief Accounting Officer in 2003. Prior to that time, he spent 14 years with CAMICO Mutual Insurance Company where he served as Chief Financial Officer, Secretary and Treasurer.



Donald P. Newell joined the Company in January 2001. Prior to that time, he was a partner at the law
firm of Latham & Watkins in San Diego, California. Mr. Newell has worked on matters for the Company since 1975. Mr. Newell is a director of Mercury General Corporation, a publicly held personal lines insurance holding company.
Mr. Newell was a director of the Company, until his resignation in January, 2007. Mr. Newell intends to retire from his employment with the Company at March 31, 2007.



Margaret A. McComb has been with the Company since 1990. Prior to joining the Company, she served 14 years with Johnson & Higgins, insurance
brokers. She assumed management responsibility for the Claims Department in 1985. Ms. McComb was named Senior Vice President in May 2002.



ITEM 1A.    RISK FACTORS



The
Companys business involves various risks and uncertainties, some of which are discussed in this section. The information discussed below should be considered carefully with the other information contained in this Annual Report on Form 10-K and
the other documents and materials filed by the Company with the SEC, as well as news releases and other information publicly disseminated by the Company from time to time.



The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the
Company, or that it currently believes to be immaterial, may also adversely affect the Companys business. Any of the following risks or uncertainties that develop into actual events could have a materially adverse effect on the Companys
business, financial conditions or results of operations.



Concentration of Business



Substantially all of the Companys direct premiums written are generated
from healthcare liability insurance policies issued to physicians and medical groups, healthcare facilities and other providers in the healthcare industry. As a result, negative developments in the economic, competitive or regulatory conditions
affecting the healthcare liability insurance industry, particularly as such developments might affect medical malpractice insurance for physicians and medical groups, could have a material adverse effect on the Companys results of operations.



Almost all of the Companys 2007 premiums written will be generated in California.
The revenues and profitability of the Company are therefore subject to prevailing regulatory, economic and other conditions in California, particularly Southern California. In addition, approximately 23.6% of premiums written were generated by
groups of nine physicians or more. The largest group of physicians accounted for 2.4% of total premiums written in 2006 and one program of affiliated groups, accounted for 6.6% of premiums written in 2006.



Importance of Brokers



In the past few years, brokers have become increasingly important to the Companys growth. During 2006, the Company wrote approximately 36% of
its core healthcare liability business through independent brokers. The Company competes with other



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insurers for this brokerage business. To maintain its relationship with independent brokers, the Company must pay competitive commissions, be able to respond to their
needs quickly and adequately, and create a consistently high level of policyholder service and satisfaction. In addition, an insurers A.M. Best rating is an important factor. If a broker finds it preferable to do business with a competitor
with a higher A.M. Best rating, it could be difficult to renew existing business written through such broker or attract new business.



Uncertainties of Future Expansion



From 1996 to 2001, the Company significantly expanded its healthcare liability insurance products into markets outside California. This expansion was not successful, and the
Company is now running off this non-core healthcare liability business. At the present time, the Company has one continuing non-California program for physicians and medical groups in Delaware and may consider adding programs on a
selective basis in the future. The Company cannot predict whether this remaining program will be ultimately successful or whether the Company will have the opportunity to add such programs in other jurisdictions, and, if so, whether any additional
program will be successful. Success will depend upon, among other things, the Companys access to sufficient capital for any future expansion and its ability to accurately underwrite the healthcare risks and adequately price its policies in
these other jurisdictions in which the Company does not have current experience.



Industry Factors



Many factors influence the financial results of
the healthcare liability insurance industry, several of which are beyond the control of the Company. These factors include, among other things, changes in severity and frequency of claims; changes in applicable law and regulatory reform; changes in
judicial attitudes toward liability claims; and changes in inflation, interest rates and general economic conditions.



The availability of healthcare liability insurance, or the industrys underwriting capacity, is determined principally by the industrys level of capitalization,
historical underwriting results, returns on investment and perceived premium rate adequacy. Historically, the financial performance of the healthcare liability insurance industry has tended to fluctuate between a soft insurance market and a hard
insurance market. In a soft insurance market, competitive conditions could result in premium rates and underwriting terms and conditions that may be below profitable levels. For a number of years, the healthcare liability insurance industry in
California and nationally has faced a soft insurance market. Although the Company believes that the California insurance market is improved, there can be no assurance that this improvement will continue or as to its effect on the Companys
financial condition and results of operations.



Competition



The Company competes with numerous insurance companies in the California market. The Companys
principal competitors for physicians and medical groups in California consist of three physician-owned mutual or reciprocal insurance companies, several commercial companies and a physicians mutual protection trust, which levies assessments
primarily on a claims paid basis. In addition, commercial insurance companies compete for the medical malpractice insurance business of larger medical groups and other healthcare providers. Several of these competitors have greater
financial resources than the Company. Between 1993 and 2002, the Company instituted overall rate increases in order to improve its underwriting results. These rate increases were higher than those implemented by most of its competitors. As a result,
the Company lost some of its policyholders, in part due to its rate increases. In 2003, the Companys rates became more competitive, as its requested rate increase for that year was delayed until the fourth quarter. In October 2003, the Company
instituted an average 9.9% rate increase for California physicians and medical groups and in January 2005, implemented an additional 6.5% rate increase. The Company believes its rates remain generally competitive with those of other companies, after
giving effect to these rate increases. The effect of any future rate increases on the Companys ability to retain and expand its healthcare liability insurance business in California is uncertain.



In addition to pricing, competitive factors may include policyholder dividends, financial stability,
breadth and flexibility of coverage and the quality and level of services provided. Two of the Companys physician-owned competitors have announced their intention to pay some level of policyholder dividends in California in 2007.



The Company considers its A.M. Best rating to be extremely important to its ability to compete in
its core markets. The Companys current rating of B+ (Good) with a stable outlook could adversely affect the Companys ability to attract and retain policyholders in California and Delaware. See Importance of A.M. Best Rating.



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Loss and LAE Reserves



The reserves for losses and LAE established by the Company are estimates of amounts needed to pay reported and unreported claims and related LAE. The estimates are based on
assumptions related to the ultimate cost of settling such claims based on facts and interpretation of circumstances then known, predictions of future events, estimates of future trends in claims frequency and severity, judicial theories of
liability, legislative activity, reports from ceding reinsurers and other factors. However, establishment of appropriate reserves is an inherently uncertain process involving estimates of future losses, and there can be no assurance that currently
established reserves will prove adequate in light of subsequent actual experience.



The
inherent uncertainty is greater for healthcare liability reserves where a longer period may elapse before a definite determination of ultimate claim liability is made, and where the judicial, political and regulatory climates are changing.
Healthcare liability claims and expenses may be paid over a period of 10 or more years, which is longer than most property and casualty claims. Trends in losses on long-tail lines of business such as healthcare liability may be slow to appear, and
accordingly, the Companys reaction in terms of modifying underwriting practices and changing premium rates may lag underlying loss trends. The core healthcare liability net reserves account for $274.1 million or 74.6% of total net reserves as
of December 31, 2006. This portion of the reserves has the most historical experience available for actuarial analysis, and therefore should be the most predictable. A change of 1% in estimated loss cost trends based on more recent experience
would have an effect of approximately $7.6 million on estimated reserve levels.



The
reserves related to the non-core healthcare liability business present additional problems in determining adequate reserves. As the size of these reserves decline and the number of underlying cases decrease, the ultimate losses become more related
to specific case results. Therefore, unexpected legal results in healthcare liability cases can produce unexpected reserve development. This was evident in 2004 as one adverse verdict in a Florida hospital case and an unexpected rise in severe
dental claims caused a material upward development of prior years reserves. Since some of the remaining cases in the non-core healthcare liability business will ultimately go to trial many years after the event of loss, adverse verdicts or
settlements at trial may affect the accuracy of future reserving. As of December 31, 2006, non-core healthcare liability reserves accounted for $37.7 million or 10.3% of total net reserves. Outstanding claims are 136 at December 31, 2006.



The following table presents the net assumed reinsurance reserves (including
retrospective reserves ceded under the Rosemont Re Treaty of $6.4 million, $7.1 million, and $12.7 million, respectively) by major component as of December 31:



|                               |  |                |        |      |   |        |      |  |   |       
|------------------------------ |  | -------------- | ------ | ---- | - | ------ | ---- |  | - | ------
|                               |  | 2006           |        | 2005 |   |        | 2004
|                               |  | (In Thousands)
|Lloyds Syndicates (1)         |  | $              |       |      | $ |       |      |  | $ | 21,922
|London-based business          |  |                | 19,494 |      |   | 24,427 |      |  |   | 18,873
|Occupational accident business |  |                | 19,134 |      |   | 21,780 |      |  |   | 26,561
|Excess D&O liability           |  |                | 5,414  |      |   | 6,375  |      |  |   | 7,375 
|Bail and immigration bonds     |  |                | 136    |      |   | 573    | (2)  |  |   | 3,489 
|Other                          |  |                | 4,849  |      |   | 6,039  |      |  |   | 9,588 
|                               |  |                |        |      |   |        |      |  |   |       
|                               |  | $              | 49,027 |      | $ | 59,194 |      |  | $ | 87,808
|                               |  |                |        |      |   |        |      |  |   |       



| | (1) |  | Syndicates for which the Company provided capital.
| | --- |  | --------------------------------------------------

| | (2) |  | Additional net liabilities of $3.6 million representing payment requests made to the Company are included in other liabilities on the Companys balance sheet. These net liabilities are
being contested in pending arbitrations. (See Legal Proceedings  Bail and Immigration Bond Proceedings.)
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Approximately 50% of the net assumed reinsurance reserves outstanding as of December 31, 2006 are supported by actuarial work performed by or for the ceding insurers. Since
the time required for the ultimate losses to be reported through the world- wide reinsurance system may cover several years, unexpected events are more difficult to predict.



Establishing reserves in the assumed reinsurance area is complicated by the delay in reporting that naturally occurs as information passes through the
worldwide reinsurance network. In addition, sudden and catastrophic events do occur and further complicate the reserving process. Such events have caused the Company to revise upward its assumed reinsurance reserves over time. Examples of these
types of events include the World Trade Center terrorist attack in 2001, the sudden collapse of GoshawK Syndicate 102 in 2003 and the collapse of a large bonding company in 2004. (See Legal Proceedings  Bail and Immigration Bond Proceedings).
In 2005 and 2006 a number of London-based insureds including various Lloyds syndicates



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increased reserve estimates from 2000 and 2001 policy years. The Company believes that its current assumed reinsurance reserve levels are adequate, but they may vary
as the Company receives new information from the ceding insurers.



While the Company
believes that its reserves for losses and LAE are adequate, there can be no assurance that the Companys ultimate losses and LAE will not deviate, perhaps substantially, from the estimates reflected in the Companys financial statements.
If the Companys reserves should prove inadequate, the Company will be required to increase reserves, which could have a material adverse effect on the Companys financial condition or results of operations.



Rate Changes in California



California law requires that the Insurance Subsidiaries must submit proposed rate changes in California to the California Commissioner for approval
prior to implementation. Interested parties have the right to object to such proposed changes, and to request hearings that can be time consuming, if granted, and can result in rulings adverse to the applicant. A consumer group has challenged
proposed rate increases by the Company in recent years, with some success. The Commissioner approved in its entirety the Companys most recent application, which was implemented on January 1, 2005.



The Company plans to file applications for future rate changes in California that it considers
justified by reason of its loss experience. The Company may encounter objections and delays in obtaining approval of any requested changes. If future rate requests are denied or significantly reduced, or if there are substantial delays in
implementing a favorable decision, the Companys operations could be adversely affected.



Necessary Capital and Surplus



Measures of capital and surplus
are used in the casualty insurance industry to evaluate the safety and financial strength of an insurer. Recognized guidelines in the Companys segment are that (i) an insurer should not operate at a ratio of net premiums written to
statutory capital and surplus (policyholder surplus) greater than 1 to 1, and (ii) an insurer should not have a ratio of net loss and LAE reserves to policyholder surplus greater than 3 to 1. In recent years the Company had unfavorably exceeded
both these measures because of the losses incurred in the non-core healthcare liability insurance and assumed reinsurance business. During 2004, 2005 and 2006, the Company has improved its capital and surplus position. At December 31, 2006, the
Company had a ratio of net premiums written to policyholder surplus of .75 to 1 and a ratio of net loss and LAE reserves to policyholder surplus of 2.23 to 1. At these levels, however, the Company may have limited ability to materially expand its
core business without exceeding one or both of these ratios. Moreover, the Company cannot predict whether this improvement in policyholder surplus will be sufficient to result in continued improved ratings from A.M. Best. In addition, the Company
could experience unexpected losses and loss reserve increases similar to those experienced in recent years that would negatively impact these ratios and the Companys overall financial strength.



The Company may need to raise additional capital through financings to improve its financial position.
Any equity or debt financing, if available at all, may not be available on terms that are favorable to the Company. In the case of equity financings, dilution to the Companys stockholders could result, and in any case securities may have
rights preferences and privileges that are senior to those of the Companys current stockholders. If the Companys need for capital arises because of significant losses, the occurrence of these losses may make it more difficult to raise
capital. If the Company cannot obtain adequate capital on favorable terms or at all, its business, operating results and financial condition could be adversely affected.



Liquidity



The Companys investment portfolio primarily consists of readily marketable fixed-income securities. In addition, the Company holds a significant cash and short-term
investment position as of December 31, 2006. Should cash needs of the Company, primarily loss reserve payments, require the unplanned sale of a portion of the fixed income portfolio when the portfolios carrying value is in excess of current
market rates, losses on security sales could impact the Companys earnings in the period of sale.



Changes in Healthcare



Significant attention has
recently been focused on reforming the healthcare system at both the federal and state levels. A broad range of healthcare reform and patients rights measures have been suggested, and public discussion of such measures will likely continue in
the future. Proposals have included, among others, spending limits, price controls, limits on increases in



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insurance premiums, limits on the liability of doctors and hospitals for tort claims, increased tort liabilities for managed care organizations and changes in the
healthcare insurance system. The Company cannot predict which, if any, reform proposals will be adopted, when they may be adopted or what impact they may have on the Company. While some of these proposals could be beneficial to the Company, the
adoption of others could have a material adverse effect on the Companys financial condition or results of operations.



In addition to regulatory and legislative efforts, there have been significant market-driven changes in the healthcare environment. In recent years, a number of factors related to
the emergence of managed care have negatively impacted or threatened to impact the medical practice and economic independence of physicians. Physicians have found it more difficult to conduct a traditional fee for service practice and
many have been driven to join or contractually affiliate with managed care organizations, healthcare delivery systems or practice management organizations. This consolidation could result in the elimination or significant decrease in the role of the
physician and the medical group from the medical professional liability purchasing decision. In addition, the consolidation could reduce primary medical malpractice insurance premiums paid by healthcare systems, as larger healthcare systems
generally retain more risk by accepting higher deductibles and self-insured retentions or form their own captive insurance companies.



Importance of A.M. Best Rating



A.M. Best ratings are an increasingly important factor in establishing the competitive position of insurance companies. The rating reflects A.M. Bests opinion of an insurance
companys financial strength, operating performance and ability to meet its obligations to policyholders. The Companys principal competitors in the healthcare liability insurance market in California all have an A- or better rating from
A.M. Best.



The Companys current rating is B+ (Good) with a stable outlook. This
puts the Insurance Subsidiaries at a competitive disadvantage with its principal California competitors. The Insurance Subsidiaries rely heavily on their longstanding policyholder relations and reputation in California, and compete principally on
this basis in the California market. The Insurance Subsidiaries have not currently experienced a significant loss of business because of this A.M. Best rating; however, competitors could use their rating advantage to attract some of the Insurance
Subsidiaries policyholders. If the Insurance Subsidiaries A.M. Best rating were to be reduced, this could have a material adverse effect on the Insurance Subsidiaries ability to continue to write policies in some segments of the
market.



Ceded Reinsurance



The amount and cost of reinsurance available to companies specializing in medical professional
liability insurance are subject, in large part, to prevailing market conditions beyond the control of the Company. The Companys ability to provide professional liability insurance at competitive premium rates and coverage limits on a
continuing basis will depend in part upon its ability to secure adequate reinsurance in amounts and at rates that are commercially reasonable. In general, the Companys reinsurance agreements are for a one-year term. Although the Company
anticipates that it will continue to be able to obtain such reinsurance on reasonable terms, there can be no assurance that this will be the case. In some years, the Company experiences large paid losses under its healthcare liability insurance
policies that are in excess of the limits of insurance retained by the Company and thus are borne by the reinsurers.



The Company is subject to a credit risk with respect to its reinsurers because reinsurance does not relieve the Company of liability to its insureds for the risks ceded to
reinsurers. Although the Company places its reinsurance with reinsurers it believes to be financially stable, a significant reinsurers inability to make payment under the terms of a reinsurance treaty could have a material adverse effect on
the Company. Rosemont Re, with which the Company had the largest receivable balance at December 31, 2006, incurred substantial unexpected losses during 2005 as a result of hurricanes Katrina, Rita and Wilma. Rosemont Re has ceased writing any
new business and is in run-off. Under the Companys reinsurance arrangement with Rosemont Re, Rosemont Re assets approximately equal to the estimated liabilities are currently held in trust to satisfy the liabilities. If the liabilities
increased materially in the future, the Company would have to look to Rosemonts Res general assets to satisfy any liabilities not covered by the trust assets. As of June 30, 2006, Rosemont Re reported shareholder equity of $66.1
million. See BusinessCeded Reinsurance Programs.



Highlands
Insurance Group Contingent Liability



The Company is obligated to assume certain
policy obligations of Highlands Insurance Company (Highlands) in the event Highlands is declared insolvent by a court of competent jurisdiction and is unable to pay these obligations. The coverages



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principally involve workers compensation, commercial automobile and general liability. Highlands currently is under the jurisdiction of the Texas District Court
which appointed the Texas Insurance Commissioner as a permanent Receiver of Highlands in November 2003. The Receiver, through a Special Deputy Receiver (SDR) continues to resolve Highlands claim liabilities and otherwise conduct its
business as part of his efforts to rehabilitate Highlands. At December 31, 2006, Highlands had established case loss reserves of $4.1 million, net of reinsurance, for the subject policies. Based on a limited review of the exposures remaining,
the Company estimates that IBNR losses are $2.7 million, for a total loss and LAE reserve of $6.8 million. This estimate is not based on a full reserve analysis of the exposures and is not recorded in the Companys reserves. If Highlands is
declared insolvent and liquidated by court order, the Company would likely be required to assume Highlands remaining obligations under the subject policies.



The court order appointing the Receiver for Highlands expressly provided that it did not constitute a finding of insolvency. On July 24, 2006,
the SDR filed an Application for Approval of Rehabilitation Plan with the Texas Court. Under the Plan, if approved, the SDR would continue to pay allowed policy claims (including those under the subject policies), and then to pay other claims with
any remaining funds. The Plan requires policyholders and others to submit claims in the proceeding and envisions claims would be resolved and paid over a number of years. As long as the Rehabilitation Proceeding is in effect, there would be no
liquidation of Highlands and, therefore, no obligation on the part of the Company under the subject policies. The Plan is subject to approval of the Texas Court. Certain creditors have filed objections to aspects of the Plan and, in some cases, to
the Plan in its entirety. An extended hearing is in progress on these objections. Final arguments are scheduled for March 21, 2007. If the Plan is not approved, Highlands could be declared insolvent and liquidated.



Bail and Immigration Bond Proceedings



The Companys Insurance Subsidiary, AHI, was a reinsurer during 2001 and 2002 under separate
reinsurance agreements with Highlands and two other primary insurers covering bail and immigration bond programs administered by a single bonding company. During 2004, the bonding company failed and the primary insurers have made claims against AHI
that are now part of active arbitration proceedings. The Company believes that its liability could amount to a potential loss of approximately $10.0 million. The Companys best estimate of $3.7 million is recorded in the financial statements.
See Legal Proceedings  Bail and Immigration Bond Proceedings. At least one of the primary insurers has not yet asserted all losses under the program, and the amount of the potential liability could be greater than presently
estimated.



Holding Company StructureLimitation on Dividends



SCPIE Holdings is an insurance holding company whose assets consist of all of
the outstanding capital stock of SCPIE Indemnity, which in turn owns all of the outstanding capital stock of AHI and AHSIC. As an insurance holding company, SCPIE Holdings ability to meet its obligations and to pay dividends, if any, may
depend upon the receipt of sufficient funds from SCPIE Indemnity. The payment of dividends to SCPIE Holdings by SCPIE Indemnity is subject to general limitations imposed by California insurance laws. See
BusinessRegulationRegulation of Dividends from Insurance Subsidiaries and Note 6 to Consolidated Financial Statements.



Anti-Takeover Provisions



SCPIE Holdings amended and restated certificate of incorporation and amended and restated bylaws include provisions that may delay, defer or prevent a takeover attempt that stockholders may consider to be in their best
interests. These provisions include:



| |  |  | a classified Board of Directors;
| | - |  | --------------------------------



| |  |  | authorization to issue up to 5,000,000 shares of preferred stock, par value $1.00 per share, in one or more series with such rights, obligations, powers and preferences as
the Board of Directors may provide;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a limitation which permits only the Board of Directors, the Chairman of the Board or the President of SCPIE Holdings to call a special meeting of stockholders;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a prohibition against stockholders acting by written consent;
| | - |  | -------------------------------------------------------------



| |  |  | provisions prohibiting directors from being removed without cause and only by the affirmative vote of holders of two-thirds of the outstanding shares of voting securities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provisions allowing the Board of Directors to increase the size of the Board and to fill vacancies and newly created directorships;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



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| |  |  | provisions that do not permit cumulative voting in the election of directors; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | advance notice procedures for nominating candidates for election to the Board of Directors and for proposing business before a meeting of stockholders.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



The Company is subject to Section 203 of the Delaware general
corporation law which, in general, prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date the person became an interested
stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. An interested stockholder is defined generally as a person who, together with
affiliates and associates, owns or within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporations voting stock. The existence of this provision may have an anti-takeover effect with
respect to transactions not approved in advance by the Board of Directors.



In addition,
state insurance holding company laws applicable to the Company in general provide that no person may acquire control of SCPIE Holdings without the prior approval of appropriate insurance regulatory authorities. See
BusinessRegulationHolding Company Regulation.



The Company has
also adopted a rights plan that could discourage, delay or prevent an acquisition of the Company that is not approved by the Board of Directors of the Company. The rights plan provides for preferred stock purchase rights attached to each share of
the Companys Common Stock, which will cause substantial dilution to a person or group acquiring 20% or more of the Companys outstanding stock if the acquisition is not approved by the Companys Board of Directors. The Companys
rights plan expires in May, 2007.



Fluctuations in Stock Price



The market price of the Companys common stock price could be subject to significant
fluctuations and/or may decline. Among the factors that could affect the Companys stock price are:



| |  |  | variations in the Companys operating results;
| | - |  | ----------------------------------------------



| |  |  | actions or announcements by our competitors;
| | - |  | --------------------------------------------



| |  |  | actions by institutional and other stockholders
| | - |  | -----------------------------------------------



| |  |  | general market conditions; and
| | - |  | ------------------------------



| |  |  | domestic and international economic factors unrelated to our performance.
| | - |  | -------------------------------------------------------------------------



The stock markets in general have recently experienced volatility that has sometimes been unrelated to the operating performance of particular
companies. These broad market fluctuations may cause the trading price of the Companys common stock to decline.



Regulatory and Related Matters



Insurance companies are subject to supervision and regulation by the state insurance authority in each state in which they transact business. Such supervision and regulation relate
to numerous aspects of an insurance companys business and financial condition, including limitations on lines of business, underwriting limitations, the setting of premium rates, the establishment of standards of solvency, statutory surplus
requirements, the licensing of insurers and agents, concentration of investments, levels of reserves, the payment of dividends, transactions with affiliates, changes of control, the approval of policy forms, and periodic examinations of the
insurance companys financial statements and records. Such regulation is concerned primarily with the protection of policyholders interests rather than stockholders interests. See BusinessRegulation.



The Risk-Based Capital rules provide for different levels of regulatory attention depending on the
amount of a companys total adjusted capital compared to its various RBC levels. At December 31, 2006 each of the Insurance Subsidiaries RBC exceeded the threshold requiring the least regulatory attention. At December 31, 2006,
SCPIE Indemnitys adjusted surplus level of $164.5 million was 340% of this threshold.



State regulatory oversight and various proposals at the federal level may in the future adversely affect the Companys results of operations. In recent years, the state insurance regulatory framework has come under increased federal
scrutiny, and certain



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state legislatures have considered or enacted laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding
company systems. Further, the NAIC and state insurance regulators are reexamining existing laws and regulations, which in many states has resulted in the adoption of certain laws that specifically focus on insurance company investments, issues
relating to the solvency of insurance companies, RBC guidelines, interpretations of existing laws, the development of new laws and the definition of extraordinary dividends. See BusinessRegulation.



ITEM 1B.    UNRESOLVED STAFF COMMENTS



Not applicable.



ITEM 2.    PROPERTIES



In July
1998, the Company entered into a lease covering approximately 95,000 square feet of office space for its Company headquarters. The lease is for a term of 10 years ending in 2009 and the Company has options to renew the lease for an additional 10
years. The Company moved its headquarters and principal operations to these offices in March 1999. The Company also leases office space for its claims offices in Reston, Virginia, and San Diego, California.



ITEM 3.    LEGAL PROCEEDINGS



General



The Company is named as a defendant in various legal
actions primarily arising from claims made under insurance policies and contracts. These actions are considered by the Company in estimating the loss and loss adjustment expense reserves. The Companys management believes that the resolution of
these actions will not have a material adverse effect on the Companys financial position or results of operations.



Bail and Immigration Bond Proceedings



The Companys Insurance Subsidiary, AHI, is a party to reinsurance agreements with Highlands Insurance Company, now in Receivership (Highlands), Sirius America Insurance
Company (Sirius) and Aegis Security Insurance Company (Aegis), each of which acted as a primary insurer for various periods under bail and immigration bond programs administered and guaranteed by Capital Bonding Corporation (CBC), as managing
general agent. As part of these programs, the primary insurers (through CBC) issued bail bonds in a number of states and also issued federal immigration bonds. AHI participated as a reinsurer of these programs during 2001 and 2002. The
Companys reinsurance participation was 20% of the bond losses during 2001 and 25% during 2002. The Companys share of the losses under these treaties was substantially reinsured with Rosemont Re during 2002 and to a lesser extent during
2001.



During 2004, CBC failed and a large number of bond losses emerged for 2000 and
subsequent years. There are a number of pending disputes between the primary insurers and reinsurers in the CBC program. AHI has been engaged in arbitration proceedings with each of the primary insurers to resolve these disputes. The Sirius,
Highlands and Aegis proceedings were instituted on June 13, 2005, August 31, 2005 and December 7, 2005, respectively. The Companys arbitration proceeding with Aegis is concluded and the Company has commuted any future LAE
and bail bond losses with Aegis. The Company paid to Aegis a total amount slightly in excess of the amount reserved for this agreement at December 31, 2005. The arbitration hearing with Sirius started on March 5, 2007, and is scheduled to
conclude in several weeks. The Highlands arbitration proceeding is still in its early stages.



The Company has recorded in the financial statements its best reserve estimate of $3.7 million to cover the ultimate net liability under the Sirius and Highlands reinsurance agreements. Highlands has provided claim information to the
Company only with respect to alleged losses during 2001 and 2002 under bail bonds issued in the State of New Jersey. In December 2006, Highlands announced that it had entered into a settlement of the federal immigration bonds written from 2000 to
May, 2002, when it ceased writing these bonds. Highlands has indicated in filings that it has additional exposure under bail bonds issued in states other than New Jersey. Highlands has not provided sufficient information to measurably quantify
certain of these additional losses or allocate such losses among the 2001 and 2002 years in which AHI participated and the 2000 year in which the Company did not participate. Given the uncertainties of these actual and prospective bail bond and
other claims, future loss development on the CBC program could be materially greater than the reserves estimated by the Company at December 31, 2006. The Company intends to vigorously contest the claims of both Sirius and Highlands.



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted to a vote of security holders during the fourth quarter of 2006.



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PART II



ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Price Range of Common Stock



The Companys Common Stock is publicly traded on the New York Stock Exchange under the symbol SKP. The following table shows the closing price ranges per share in
each quarter, during the last two years:



|                                     |  |      |       |     |   |      
|------------------------------------ |  | ---- | ----- | --- | - | -----
|2005                                 |  | HIGH |       | LOW
|First quarter                        |  | $    | 11.42 |     | $ | 9.56 
|Second quarter                       |  | $    | 11.61 |     | $ | 10.90
|Third quarter                        |  | $    | 17.88 |     | $ | 11.43
|Fourth quarter                       |  | $    | 21.22 |     | $ | 13.88
|                                     |  |     
|2006                                 |  |      |       |    
|First quarter                        |  | $    | 25.70 |     | $ | 21.41
|Second quarter                       |  | $    | 25.51 |     | $ | 20.60
|Third quarter                        |  | $    | 25.20 |     | $ | 22.05
|Fourth quarter                       |  | $    | 28.89 |     | $ | 23.01
|                                     |  |     
|2007                                 |  |      |       |    
|First quarter (January  March 13th) |  | $    | 27.10 |     | $ | 21.16



On
March 13, 2007, the closing price of the Companys common stock was $21.16.



Stockholders of Record



The
number of stockholders of record of the Companys Common Stock as of March 1, 2007, was 4,827.



Dividends



SCPIE Holdings paid quarterly cash
dividends on its common stock from 1997 to 2003. In March 2004, the Board of Directors suspended its quarterly dividends. Future payment and amount of cash dividends will depend upon, among other factors, the Companys operating results,
overall financial condition, capital requirements and general business conditions.



As a
holding company, SCPIE Holdings is largely dependent upon dividends from its subsidiaries to pay dividends to its stockholders. These subsidiaries are subject to state laws that restrict their ability to distribute dividends. State law permits
payment of dividends and advances within any 12-month period without any prior regulatory approval in an amount up to the greater of 10% of statutory earned surplus at the preceding December 31 or statutory net income for the calendar year
preceding the date the dividend is paid. Under these restrictions, neither AHI nor AHSIC may pay a dividend during 2007 to SCPIE Indemnity without regulatory approval. SCPIE Indemnity paid no dividends in 2005 and paid $3.0 million in 2006 to SCPIE
Holdings. SCPIE Indemnity is entitled to pay dividends in 2007 of up to $22.4 million to SCPIE Holdings. See BusinessRegulationRegulation of Dividends from Insurance Subsidiaries and Note 6 to Consolidated Financial
Statements.



30



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The graph below compares the cumulative total stockholder return on the shares of Common Stock of the Company for the period
from December 31, 2001 through December 31, 2006, with the cumulative total return on the Standard and Poors 500 Index (the S&P 500 Index) and the SNL All Property & Casualty Insurance Index (the SNL
Index) over the same period (assuming the investment of $100 in the Companys Common Stock on December 31, 2001 and the reinvestment of all dividends.)



Total Return Performance



LOGO



|                                        |  |          |  |          |  |          |  |          |  |          |  |         
|--------------------------------------- |  | -------- |  | -------- |  | -------- |  | -------- |  | -------- |  | --------
|Index                                   |  | 12/31/01 |  | 12/31/02 |  | 12/31/03 |  | 12/31/04 |  | 12/31/05 |  | 12/31/06
|SCPIE Holdings Inc.                     |  | 100.00   |  | 23.89    |  | 33.56    |  | 37.82    |  | 79.14    |  | 99.46   
|S&P 500                                 |  | 100.00   |  | 77.90    |  | 100.25   |  | 111.16   |  | 116.60   |  | 135.02  
|SNL Property & Casualty Insurance Index |  | 100.00   |  | 93.80    |  | 116.05   |  | 127.20   |  | 139.05   |  | 162.09  



31



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ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA



|                                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|-------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- |  | - | ------- | - |  | ---- | ------- | - |  | - | --------- | -
|AS OF OR FOR THE YEARS ENDED DECEMBER 31,                |  | 2006                                  |         |   | 2005 |   | 2004    |  |   | 2003    |   |  | 2002 |        
|                                                         |  | (In Thousands, except per share data) |        
|INCOME STATEMENT DATA:                                   |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Premiums written(1)                                      |  | $                                     | 123,641 |   |      | $ | 126,331 |  | $ | 129,210 |   |  | $    | 147,039 |   |  | $ | 251,750   |  
|                                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Premiums earned(1)                                       |  | $                                     | 123,531 |   |      | $ | 128,436 |  | $ | 136,106 |   |  | $    | 163,887 |   |  | $ | 286,063   |  
|Net investment income                                    |  |                                       | 20,410  |   |      |   | 17,818  |  |   | 19,174  |   |  |      | 21,954  |   |  |   | 32,231    |  
|Net Realized investment gains (losses) and other revenue |  |                                       | (32     | ) |      |   | 5,201   |  |   | 2,042   |   |  |      | 1,152   |   |  |   | 20,940    |  
|                                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Total revenues                                           |  |                                       | 143,909 |   |      |   | 151,455 |  |   | 157,322 |   |  |      | 186,993 |   |  |   | 339,234   |  
|Losses and loss adjustment expenses                      |  |                                       | 98,088  |   |      |   | 111,156 |  |   | 138,927 |   |  |      | 161,366 |   |  |   | 320,516   |  
|Underwriting and other operating expenses                |  |                                       | 27,465  |   |      |   | 34,807  |  |   | 26,273  |   |  |      | 45,844  |   |  |   | 79,676    |  
|Interest expenses                                        |  |                                       |        |   |      |   |        |  |   |        |   |  |      |        |   |  |   | 66        |  
|                                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Total expenses                                           |  |                                       | 125,553 |   |      |   | 145,963 |  |   | 165,200 |   |  |      | 207,210 |   |  |   | 400,258   |  
|                                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Income (loss) before income tax expense (benefit)        |  |                                       | 18,356  |   |      |   | 5,492   |  |   | (7,878  | ) |  |      | (20,217 | ) |  |   | (61,024   | )
|Income tax expense (benefit)                             |  |                                       | 6,076   |   |      |   | 2,024   |  |   | 8       |   |  |      | (7,411  | ) |  |   | (22,642   | )
|                                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Net income (loss)                                        |  | $                                     | 12,280  |   |      | $ | 3,468   |  | $ | (7,886  | ) |  | $    | (12,806 | ) |  | $ | (38,382   | )
|                                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|BALANCE SHEET DATA:                                      |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Total investments and cash and cash equivalents          |  | $                                     | 537,803 |   |      | $ | 532,358 |  | $ | 575,780 |   |  | $    | 647,179 |   |  | $ | 719,106   |  
|Total assets                                             |  | $                                     | 685,509 |   |      | $ | 704,164 |  | $ | 979,635 |   |  | $    | 991,250 |   |  | $ | 1,063,766 |  
|Total liabilities                                        |  | $                                     | 478,865 |   |      | $ | 513,371 |  | $ | 785,113 |   |  | $    | 787,062 |   |  | $ | 836,600   |  
|Total stockholders equity                               |  | $                                     | 206,644 |   |      | $ | 190,793 |  | $ | 194,522 |   |  | $    | 204,188 |   |  | $ | 227,166   |  
|                                                         |  |                                       |         |   |     
|ADDITIONAL DATA:                                         |  |                                       |         |   |      |   |         |  |   |         |   |  |      |         |   |  |   |           |  
|Basic earnings (loss) per share of common stock(2)       |  | $                                     | 1.29    |   |      | $ | 0.37    |  | $ | (0.84   | ) |  | $    | (1.37   | ) |  | $ | (4.12     | )
|Diluted earnings (loss) per share of common stock(2)     |  | $                                     | 1.27    |   |      | $ | 0.36    |  | $ | (0.84   | ) |  | $    | (1.37   | ) |  | $ | (4.12     | )
|Dividends per share of common stock                      |  |                                       |        |   |      |   |        |  | $ |        |   |  | $    | 0.40    |   |  | $ | 0.40      |  
|Book value per share                                     |  | $                                     | 21.63   |   |      | $ | 20.05   |  | $ | 20.68   |   |  | $    | 21.79   |   |  | $ | 24.34     |  
|Statutory capital and surplus                            |  | $                                     | 164,414 |   |      | $ | 145,614 |  | $ | 136,536 |   |  | $    | 140,216 |   |  | $ | 155,785   |  



|(1) |  | Premiums written is a non-GAAP financial measure which represents the premiums charged on policies issued during a fiscal period less any reinsurance. Premiums written is a statutory measure
of production levels. Premiums earned, the most directly comparable GAAP measure, represents the portion of premiums written that is earned, on a pro-rata basis, as income in the financial statements for the periods presented. The change in unearned
premium reconciles the difference between the two measures.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Basic earnings (loss) per share of common stock at December 31, 2006, 2005, 2004, 2003, and 2002 are computed using the weighted average number of common shares outstanding during the
year of 9,524,570, 9,455,391, 9,387,556, 9,352,070 and 9,322,249, respectively. Diluted earnings per share of common stock at December 31, 2006, 2005, 2004, 2003 and 2002 are computed using the weighted average number of common shares
outstanding during the year of 9,657,059, 9,549,353, 9,387,556, 9,352,070 and 9,322,249 respectively. For further discussion of basic earnings per share and diluted earnings per share, see Note 10 to Consolidated Financial
Statements.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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ITEM 7.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read in conjunction with the consolidated financial statements and the related notes thereto appearing elsewhere in this Form 10-K. The
consolidated financial statements include the accounts and operations of SCPIE Holdings Inc. and subsidiaries.



Certain statements in this annual report on Form 10-K that are not historical in fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). The
PSLRA provides certain safe harbor provisions for forward-looking statements. All forward-looking statements made in this annual report on Form 10-K are made pursuant to the PSLRA. Words such as, but not limited to, believe,
expect, anticipate, estimate, intend, plan, and similar expressions are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors based on the Companys estimates and expectations concerning future events that may cause the actual results of the Company to be materially different from historical results or from any results expressed or
implied by such forward-looking statements. These risks and uncertainties, as well as the Companys critical accounting policies, are discussed in more detail under BusinessRisk Factors and Managements Discussion
and AnalysisCritical Accounting Policies and in periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise.



OVERVIEW

---



SCPIE Holdings is a holding company owning subsidiaries engaged in
providing insurance and reinsurance products. The Company is primarily a provider of medical malpractice insurance and related liability insurance products to physicians, healthcare facilities and others engaged in the healthcare industry in
California and Delaware. Previously, the Company had also been actively engaged in the medical malpractice insurance business and related products in other states and in the assumed reinsurance business.



The Companys insurance business is organized into two reportable business segments: direct
healthcare liability insurance and assumed reinsurance operations. Since 2002, the Company has focused on its core healthcare liability business.



During 2002 and 2003, the Company largely completed its withdrawal from the assumed reinsurance market and medical malpractice insurance outside of California and Delaware. The
actions taken by the Company to exit the liability business other than California and Delaware and the quota share reinsurance agreement with Rosemont Re, have significantly reduced capital requirements related to the net premium written to surplus
ratio in both the A.M. Best and NAIC capital adequacy models. The capital requirements associated with the reserve to surplus ratio continue to decline as the Company settles the claims in its non-core businesses.



CRITICAL ACCOUNTING POLICIES

---



The Companys discussion and analysis of its financial condition and results of operations are
based upon the Companys consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Preparation of financial statements in accordance with GAAP requires management to
make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related notes. Management believes that the following critical accounting policies, among others, affect the more significant
judgments and estimates used in the preparation of the consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.



Premium Revenue Recognition



Direct healthcare liability insurance premiums written are earned on a daily pro rata basis over the terms of the policies. Accordingly, unearned premiums represent the portion of
premiums written which is applicable to the unexpired portion of the policies in force. Reinsurance premiums assumed are estimated based on information provided by ceding companies. The information used in establishing these estimates is reviewed
and subsequent adjustments are recorded in the period in which they are determined. These premiums are earned over the terms of the related reinsurance contracts.



Loss and Loss Adjustment Expense Reserves



Unpaid losses and loss adjustment expenses are comprised of case reserves for known claims, incurred but not reported reserves for unknown claims and bulk reserves for any
potential development for known claims, and reserves for the cost of



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administration and settlement of both known and unknown claims. Such liabilities are established based on known facts and interpretation of circumstances, including
the Companys experience with similar cases and historical trends involving claim payment patterns, loss payments and pending levels of unpaid claims, as well as court decisions and economic conditions. The effects of inflation are implicitly
considered in the reserving process. Establishing appropriate reserves is an inherently uncertain process; the ultimate liability may be in excess of or less than the amount provided. Any increase in the amount of reserves, including reserves for
insured events of prior years, could have an adverse effect on the Companys results for the period in which the adjustments are made. The Company utilizes its internal actuarial staff in establishing its reserves. The Company does not discount
its loss and loss adjustment expense reserves.



The Company had a growing volume of
assumed reinsurance between 1999 and 2002. Assumed reinsurance is a line of business with inherent volatility. Ultimate loss experience for the assumed reinsurance operation is based primarily on reports received by the Company from the underlying
ceding insurers. Many losses take several years to be reported through the system. Ceding entities, representing over 61.5% of the reinsurance assumed business for the 1999 to 2003 underwriting years (based on gross written premiums), submit reports
to the Company containing ultimate incurred loss estimates reviewed by independent or internal actuaries of the ceding entities. These reported ultimate incurred losses are the primary basis for the Companys reserving estimates. In other
cases, the Company relies on its own internal estimates determined primarily by experience to date, individual knowledge of the specific reinsurance contract, industry experience and other actuarial techniques to determine reserve requirements.



Because the reserve establishment process is by definition an estimate, actual results
will vary from amounts established in earlier periods. The Company recognizes such differences in the periods they are determined. Since reserves accumulate on the balance sheet over several years until all claims are settled, a determination of
inadequacy or redundancy could easily have a significant impact on earnings and therefore stockholders equity. The Company has established net reserves of $367.2 million and gross reserves of $405.4 million as of December 31, 2006
respectively, not including the retrospective reserves ceded under the Rosemont Re treaty. Reserves attributable to the operating segments of the Company are as follows:



SCPIE Holdings Inc.

Summary of Loss and LAE Reserves by Segment



|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|------------------- |  | ------------ | ------- | ------------------ | - | ------------------ |  | ------------- | ------- | ---------------- | - | ------- |  | - | -------
|December 31, 2006   |  | CaseReserves |         | Bulk &IBNRReserves |   | TotalGrossReserves |  | CededReserves |         | TotalNetReserves
|Direct Healthcare   |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|Core                |  | $            | 70,869  |                    | $ | 213,018            |  | $             | 283,887 |                  | $ | 9,758   |  | $ | 274,129
|Non-Core            |  |              | 23,408  |                    |   | 15,778             |  |               | 39,186  |                  |   | 1,532   |  |   | 37,654 
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  |              | 94,277  |                    |   | 228,796            |  |               | 323,073 |                  |   | 11,290  |  |   | 311,783
|Assumed Reinsurance |  |              | 56,151  |                    |   | 26,224             |  |               | 82,375  |                  |   | 26,934  |  |   | 55,441 
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  | $            | 150,428 |                    | $ | 255,020            |  | $             | 405,448 |                  | $ | 38,224  |  | $ | 367,224
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  |              |         |                    |  
|December 31, 2005   |  |              |         |                    |   |                    |  |               |         |                 
|Direct Healthcare   |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|Core                |  | $            | 76,726  |                    | $ | 194,114            |  | $             | 270,840 |                  | $ | 13,935  |  | $ | 256,905
|Non-Core            |  |              | 42,730  |                    |   | 20,523             |  |               | 63,253  |                  |   | 2,637   |  |   | 60,616 
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  |              | 119,456 |                    |   | 214,637            |  |               | 334,093 |                  |   | 16,572  |  |   | 317,521
|Assumed Reinsurance |  |              | 59,804  |                    |   | 35,418             |  |               | 95,222  |                  |   | 28,963  |  |   | 66,259 
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  | $            | 179,260 |                    | $ | 250,055            |  | $             | 429,315 |                  | $ | 45,535  |  | $ | 383,780
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  |              |         |                    |  
|December 31, 2004   |  |              |         |                    |   |                    |  |               |         |                 
|Direct Healthcare   |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|Core                |  | $            | 93,331  |                    | $ | 182,742            |  | $             | 276,073 |                  | $ | 18,842  |  | $ | 257,231
|Non-Core            |  |              | 72,365  |                    |   | 30,819             |  |               | 103,184 |                  |   | 5,853   |  |   | 97,331 
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  |              | 165,696 |                    |   | 213,561            |  |               | 379,257 |                  |   | 24,695  |  |   | 354,562
|Assumed Reinsurance |  |              | 66,054  |                    |   | 193,436            |  |               | 259,490 |                  |   | 158,928 |  |   | 100,562
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        
|                    |  | $            | 231,750 |                    | $ | 406,997            |  | $             | 638,747 |                  | $ | 183,623 |  | $ | 445,124
|                    |  |              |         |                    |   |                    |  |               |         |                  |   |         |  |   |        



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For medical malpractice and other long tail liability lines of business, Bulk and IBNR reserves (which include loss adjustment
expense reserves not allocated to specific cases) are the mathematical result of subtracting tabular case reserves from projected ultimate losses derived by the actuarial process. Bulk and IBNR reserves in the case of medical malpractice insurance
written on a claims-made reporting policy do not generally represent late reported claims but rather expected upward case reserve movement which will be recognized as additional information develops on individual cases.



The relationship between Bulk and IBNR reserves and case reserves can be significantly different
between lines of insurance as well as between individual companies. These differences may result from the length of time required to adequately investigate and evaluate individual cases, a companys individual case reserving philosophy or other
reasons.



Reserve Sensitivity



The Companys operations, both currently and in the past, have been in areas of insurance
considered long-tail lines of business. The long-tail reference relates to both the length of time it takes for claims to become known to an insurer and to be ultimately resolved. As a result of this extended length of time, an actuarial analysis of
medical malpractice liability reserves and assumed reinsurance reserves is especially difficult. Small changes in the length of reporting or settlement patterns as well as in the average settlement amount caused by judicial decisions, inflation,
catastrophes and foreign exchange rates can result in significant variability in projected reserve levels. In general, for these lines of business, the Company believes that a range plus or minus 10% from expected results is not considered an
abnormality. This range reflects the uncertainly of the claim environment as well as the limited predicting power of past data. These uncertainties and limitations are not specific to the Company. A plus or minus 10% range around the Companys
net reserves held as of December 31, 2006 is a range of plus or minus $36.7 million. Such a range does not include all possible scenarios from a statistical distribution standpoint. The range represents a reasonable estimate of possible
outcomes and should not be confused with a range of best estimates. The reserve selections represent the Companys estimate of what it believes is the most probable outcome (best estimate) albeit the probability of any specific selection being
exactly the ultimate result when all claims are paid and settled is very small.



The
Companys best estimate of reserves may change as credible data emerges. When the determination is made, resulting reserve changes are reflected in then-current operations. Due to the size of an insurance companys reserves for losses,
even a small change in estimates could have a material effect on results of operations for the period in which the change is made.



As an example of the potential variability of the estimate for loss and LAE reserves, the following table illustrates the impact on the level of reserves of potential changes in
key assumptions related to the Companys reserves:



|                                                    |  |                                  |      |          |   |     
|--------------------------------------------------- |  | -------------------------------- | ---- | -------- | - | ----
|                                                    |  | Impact on Reserves (in millions)
|                                                    |  | Reduction                        |      | Increase
|Core Healthcare Reserves                            |  |                                  |      |          |   |     
|2 percentage point increase in pure loss cost trend |  |                                  |      |          | $ | 15.2
|2 percentage point decrease in pure loss cost trend |  | $                                | 15.2 |          |   |     
|                                                    |  |                                 
|Non Core Healthcare Reserves                        |  |                                  |      |          |   |     
|10% increase in average settlement value            |  |                                  |      |          | $ | 3.8 
|10% decrease in average settlement value            |  | $                                | 3.8  |          |   |     
|                                                    |  |                                 
|Assumed Reinsurance Reserves                        |  |                                  |      |          |   |     
|10% increase in reported losses                     |  |                                  |      |          | $ | 4.9 
|10% decrease in reported losses                     |  | $                                | 4.9  |          |   |     



The examples selected for inclusion in the
preceding table are considered reasonably possible because



| |  |  | for the Core Healthcare Business, the primary decline in pure loss cost trend over the past several years has been driven primarily by decreases in the frequency of claims.
Since the decrease in claim frequency is not attributable to any specific cause, this trend is not readily predictable and the Company considers a 2 percentage point movement either up or down reasonably possible.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | for the Non-Core Healthcare Reserves, the accuracy of the reserves is primarily dependent on the future settlement value of claims now known. Any particular legal award may
be larger than current case reserves or, if the Company is
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | successful in defense of the claim, less than current reserves. The Company believes there is a reasonable possibility further uncertainties of settlement could cause
the average settlement value to increase or decrease 10%.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | for the Assumed Reinsurance Reserves, the future reports from ceding companies could indicate the need for more reserves or less reserves depending on the circumstances of
the individual contracts. The Company receives notice of increase and decreases in reserves every reporting period. The Company considers it reasonably possible that an increase or decrease of 10% could occur over time.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Core Healthcare Reserves



The primary factor affecting the adequacy of reserve estimates in the core area is the trend in pure
loss costs (the combination of frequency and average severity changes) related to malpractice coverage. The inherent pure loss cost trend included in the setting of the 2004, 2005 and 2006 reserves has been 3.3%, 2.2% and 1.2% respectively. The
primary factor which has decreased the pure loss cost trend during this timeframe has been a significant decline in the frequency of claims. The frequency of claims declined 13.1% in 2004, 21.1% in 2005 and 4.6% in 2006. The Company does not know of
any empiric reason for the decline in claim frequency but believes it may represent a general decline in the propensity of claimants to sue or file claims against doctors after the great deal of publicity that surrounded the effect that medical
malpractice insurance rates had on the practice of medicine in various parts of the country. The Company believes other companies have reported in the media that this decline in frequency has occurred across the country as well as in California
where the Company primarily operates. At 2006 reserve levels, a 1% change in pure loss costs trend produces a change in reserves of approximately $7.6 million. Such changes are reflected in the period of change. Reserves related to medical
malpractice coverage account for over 90% of core reserves.



Non-Core Healthcare Reserves



The sensitivity of the Companys
reserves for non-core healthcare operations is impacted by two factors: frequency and severity. Because the non-core healthcare operations are comprised of claims-made policies that are in run-off, no significant number of new claims are expected.
The severity of existing reported claims will be the principal determinant of ultimate reported losses. A change in the average severity of existing claims will have a proportional increase or decrease in reported reserves.



The net reserves for non-core healthcare operations as of December 31, 2006 consist of the
following:



|          |  |                           |  |                   |        |                         |   |                  |  |   |       
|--------- |  | ------------------------- |  | ----------------- | ------ | ----------------------- | - | ---------------- |  | - | ------
|          |  | Number ofOutstandingCases |  | Net Case Reserves |        | Net BulkandIBNRReserves |   | NetTotalReserves
|          |  | (Dollars In Thousands)   
|Physician |  | 84                        |  | $                 | 20,263 |                         | $ | 10,153           |  | $ | 30,416
|Hospital  |  | 45                        |  |                   | 2,730  |                         |   | 4,175            |  |   | 6,905 
|Dental    |  | 7                         |  |                   | 98     |                         |   | 234              |  |   | 333   
|          |  |                           |  |                   |        |                         |   |                  |  |   |       
|Total     |  | 136                       |  | $                 | 23,091 |                         | $ | 14,562           |  | $ | 37,654
|          |  |                           |  |                   |        |                         |   |                  |  |   |       



The following table shows the progress the
Company has achieved in the disposition of the non-core healthcare claims.



|                                                |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                |  | 2006 |         |   | 2005 |   |         | 2004 | 
|New Claims Reported                             |  |      | 11      |   |      |   | 16      |      |  |   | 78      |  
|Claims Closed with Indemnity                    |  |      | 41      |   |      |   | 92      |      |  |   | 178     |  
|Claims Closed with No Indemnity                 |  |      | 63      |   |      |   | 126     |      |  |   | 208     |  
|                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Total Closed Claims                             |  |      | 104     |   |      |   | 218     |      |  |   | 386     |  
|% Closed with Indemnity                         |  |      | 39.4    | % |      |   | 42.2    | %    |  |   | 46.1    | %
|Case Reserves                                   |  | $    | 23,091  |   |      | $ | 42,222  |      |  | $ | 70,082  |  
|IBNR Reserves                                   |  |      | 14,563  |   |      |   | 18,394  |      |  |   | 27,250  |  
|                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Total Loss and LAE Reserves                     |  | $    | 37,654  |   |      | $ | 60,616  |      |  | $ | 97,331  |  
|                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Number of Open Claims                           |  |      | 136     |   |      |   | 229     |      |  |   | 431     |  
|Average Reserve (including IBNR) per Open Claim |  | $    | 276,860 |   |      | $ | 264,697 |      |  | $ | 225,827 |  



As the individual cases mature and more
information becomes available for evaluating individual cases, there is a declining need for Bulk and IBNR reserves. While the Company believes its reserves are adequate, several jurisdictions where the



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Company issued policies allow extended periods of time to elapse before the judicial or settlement process is completed. Individual settlements or judgments will
determine the final incurred losses and thus the adequacy of these reserves. The recent experience has been generally consistent with Company expectations, but no assurance can be given that the Companys current experience will continue. If
the average settlement ultimately achieved is different by $12,000 for the current average reserve, the ultimate reserves will be affected by approximately $1.6 million.



Assumed Reinsurance Reserves



The accuracy and sensitivity of the Companys reserves for Assumed Reinsurance is impacted primarily by three factors: the accuracy of case and
IBNR reserves reported by the ceding companies on particular contracts; the timeliness of the reporting of losses from ceding companies; and the ultimate severity of large excess of loss claims.



The Companys internal actuaries review the experience of individual contracts as well as review
actuarial information received from the ceding companies. Since the last premiums were written on this business several years ago, the reporting of new losses should be relatively infrequent. The late reporting experienced by the Company does not
appear to be related to any one type of contract or any specific contract and seems random in nature. These surprises would not normally be expected when looking at general reinsurance statistics relating to loss development.



In addition, because the Company is no longer in the reinsurance business, it is actively trying to
commute certain contracts which may have a transaction cost to the Company but will improve its capital ratios under the A.M. Best capital adequacy model.



The Company holds net reserves (including retrospective reserves ceded under the Rosemont Re treaty of $6.4 million) of $49.0 million as of December 31, 2006. The net reserves
consist of the following (in thousands):



|                               |  |      |        |    
|------------------------------ |  | ---- | ------ | ---
|                               |  | 2006 |       
|London-based business          |  |      | 19,494 |    
|Occupational accident business |  |      | 19,134 |    
|Excess D&O liability           |  |      | 5,414  |    
|Bail and immigration bonds     |  |      | 136    | (1)
|Other                          |  |      | 4,849  |    
|                               |  |      |        |    
|                               |  | $    | 49,027 |    
|                               |  |      |        |    



|(1) |  | Additional net liabilities of $3.6 million representing payment requests made to the Company are included in other liabilities on the Companys balance sheet. These net liabilities are
being contested in pending arbitrations. (See Legal ProceedingsBail and Immigration Bond Proceedings.)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Occupational Accident reserves are provided to the Company by the internal actuary for the managing general agent in charge of the programs. The Company and its independent
actuaries periodically review the resulting estimates of the managing general agents actuary for concurrence with his estimates. The remaining reserves involve approximately 40 separate contracts primarily involving high level excess of loss
contracts, both property and casualty. These contracts are subject to periodic review by the Companys internal and independent actuaries.



The Company believes that Occupational Accident reserves should be relatively stable at this point and the remaining reserves are based primarily on amounts currently reported to
the Company by the ceding companies. As time passes, the ability of the underlying insureds to accurately reserve the large excess of loss type cases should improve. However, since the reporting of losses through the worldwide reinsurance market is
often slow and is dependent upon the reporting by the ceding companies, the adequacy of these reserves has a potential for volatility and no assurances can be given that further adverse development will not occur. A 10% change in the reported losses
would have resulted in a $4.9 million change in these reserves as of December 31, 2006.



Deferred Policy Acquisition Costs



Deferred policy acquisition
costs include commissions, premium taxes and other variable costs incurred in connection with writing business. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income, including investment income. If
such costs are estimated to be unrecoverable, they are expensed. Recoverability is analyzed



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based on the Companys assumptions related to the underlying policies written, including the lives of the underlying policies, future investment income, and level
of expenses necessary to maintain the policies over their entire lives. Deferred policy acquisition costs are amortized over the period in which the related premiums are earned.



Investments



The Company considers its fixed maturity and equity securities as available-for-sale securities. Available-for-sale securities are sold in response to a number of issues, including
the Companys liquidity needs, the Companys statutory surplus requirements and tax management strategies, among others. During the fourth quarters of 2002 and 2003, the Company sold significant amounts of its available-for-sale securities
to increase surplus for statutory accounting purposes. In late 2001 and 2002, the Company began to shift the character of its investment income to fully taxable in recognition of the Companys current tax position. Available-for-sale securities
are recorded at fair value. The related unrealized gains and losses, net of income tax effects, are excluded from net income and reported as a component of stockholders equity.



The Company evaluates the securities in its available-for-sale investment portfolio on at least a quarterly basis for declines in market value below
cost for the purpose of determining whether these declines represent other than temporary declines. A decline in the fair value of an available-for-sale security below cost that is judged to be other than temporary is realized as a loss in the
current period and reduces the cost basis of the security.



The Company monitors its
investments closely. The Companys assessment of other-than-temporary impairments is security-specific as of the balance sheet date and considers various factors including the length of time and the extent to which the fair value has been lower
than the cost, the financial condition and the near term prospects of the issuer, whether the debtor is current on its contractually obligated interest and principal payments, and the Companys intent to hold the securities until they mature or
recover their value.



The current unrealized losses in fixed maturity securities are
considered to be interest rate related. All fixed maturity securities held by the Company have paid all scheduled contractual obligations and the Company believes that each issuer has the ability to meet their remaining contractual obligations
related to the security. The Company has the ability and intent to hold these securities to maturity.



Income taxes



At December 31, 2006, the Company
had $44.7 million of net deferred income tax assets. Net deferred income tax assets consist of the net temporary differences created as a result of amounts deductible or revenue recognized in periods different for tax return purposes than for
accounting purposes. These deferred income tax assets include an asset of $20.4 million for a net operating loss carryforward that will begin to expire in 2021. A net operating loss carryforward is a tax loss that may be carried forward into future
years. It reduces taxable income in future years and the tax liability that would otherwise be incurred.



The Company believes it is more likely than not that the deferred income tax assets will be realized through its future earnings. As a result, the Company has not recorded a valuation allowance. The Companys core
operations have historically been profitable on both a GAAP and tax basis. The losses incurred in 2001 to 2004 were primarily caused by losses in the non-core healthcare and assumed reinsurance businesses. Since the core healthcare liability
operation has remained strong and improved over the past years and the non-core healthcare liability and assumed operations are now in run-off, the Company has returned to a position of taxable income, thus enabling it to begin utilizing the net
operating loss carryforward.



The Companys estimate of future taxable income uses
the same assumptions and projections as in its internal financial projections. These projections are subject to uncertainties primarily related to future underwriting results. If the Companys results are not as profitable as expected, the
Company may be required in future periods to record a valuation allowance for all or a portion of the deferred income tax assets. Any valuation allowance would reduce the Companys earnings.



RESULTS OF OPERATIONSTHREE YEAR COMPARISON

---



Direct Healthcare Liability InsuranceBackground



The Company has been a leading writer of medical malpractice insurance for physicians and healthcare
providers in California for many years. In 1996, the Company began expansion into other professional liability products and into other geographical markets. The principal product expansion was into professional liability insurance for hospitals.
From 1997 through 1999, the



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Company added more than 75 hospitals to its program. These policies were written through national and regional brokers and covered facilities in four states outside
California. At approximately the same time, the Company undertook a major geographic expansion in the physician and small medical group market through an arrangement with Brown & Brown, a leading publicly held insurance broker. This
arrangement commenced in 1998, eventually encompassed nine states and in 2000 was expanded to include dentists in two states. During the same period, the Company also expanded into underwriting nonstandard physicians in a number of states outside
California.



The Company encountered intense price competition in its hospital expansion
efforts. During 2000, the Company incurred unacceptable losses under its hospital policies. The Company experienced adverse loss development in its prior years loss reserves for hospitals and significant ongoing losses in this program. The Company
substantially reduced its hospital exposures during 2000 through policy nonrenewals and rate increases. At the beginning of 2001, it insured only 15 hospitals, and this was reduced to 10 hospitals at December 31, 2001, and the last hospital
policy expired in December 2002.



In 2001, the Company recognized that the
Brown & Brown and non-standard physician programs were seriously underpriced and implemented significant premium increases in its principal non-California markets. The Company also instituted more stringent underwriting and pricing
guidelines in these states. Despite the significant price increases and more stringent underwriting guidelines, the non-California programs produced significant underwriting losses in 2002, 2003 and 2004.



The Company and Brown & Brown agreed in early 2002 to terminate both the physician and dental
programs no later than March 6, 2003. During 2002, the Company continued to issue and renew those policies under the Brown & Brown programs that satisfied the stringent underwriting standards. The Company applied these same standards
to the nonstandard physician policies renewed outside California. As of December 31, 2002, 813 policies were in force related to the Brown & Brown program. That number was reduced to 379 policies as of December 31, 2003. All
claims-made policies in force for the non-core healthcare liability insureds expired by December 31, 2004. The Company remains exposed under extended reporting policies required to be issued upon cancellation or non-renewal of the non-core
insureds. This exposure is currently reserved and declines over time.



During 2007, the
Company will continue to concentrate its efforts on its core physician and medical group business in California and Delaware and settling outstanding claims in the non-core business.



Results of OperationsDirect Healthcare Liability Insurance



The Company underwrites professional and related liability policy coverages for physicians (including oral and maxillofacial surgeons), physician
medical groups and clinics, hospitals, dentists, managed care organizations and other providers in the healthcare industry. As a result of the Companys withdrawal from certain segments of the healthcare industry, the premiums earned are
allocated between core and non-core premium. Core premium represents California and Delaware business excluding the Brown & Brown dental program and hospital business. Non-core business represents business related to physician and dental
programs formerly conducted for the Company primarily in states outside California and Delaware by Brown & Brown, other state non-standard physician programs and hospital programs including those in California. The following tables
summarize by core and non-core businesses the underwriting results of the direct healthcare liability insurance segment for the periods indicated:



Direct Healthcare Liability Insurance Segment

Underwriting Results

(Dollars In Thousands)



|                             |  |      |         |   |          |   |        |  |   |        
|---------------------------- |  | ---- | ------- | - | -------- | - | ------ |  | - | -------
|YEAR ENDED DECEMBER 31, 2006 |  | CORE |         |   | NON-CORE |   | TOTAL 
|Premiums written             |  | $    | 123,280 |   |          |   |       |  | $ | 123,280
|                             |  |      |         |   |          |   |        |  |   |        
|Premiums earned              |  | $    | 123,170 |   |          |   |       |  | $ | 123,170
|Losses and LAE incurred      |  |      | 86,928  |   |          |   |       |  |   | 86,928 
|Underwriting expenses        |  |      | 25,479  |   |          |   |       |  |   | 25,479 
|                             |  |      |         |   |          |   |        |  |   |        
|Underwriting gain            |  | $    | 10,763  |   |          |   |       |  | $ | 10,763 
|                             |  |      |         |   |          |   |        |  |   |        
|Loss ratio                   |  |      | 70.6    | % |          |   |        |  |   |        
|Expense ratio                |  |      | 20.7    | % |          |   |        |  |   |        
|Combined ratio               |  |      | 91.3    | % |          |   |        |  |   |        
|Net reserves held            |  | $    | 274,129 |   |          | $ | 37,654 |  | $ | 311,783



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|                             |  |      |         |   |          |   |        |       |  |   |        
|---------------------------- |  | ---- | ------- | - | -------- | - | ------ | ----- |  | - | -------
|YEAR ENDED DECEMBER 31, 2005 |  | CORE |         |   | NON-CORE |   |        | TOTAL
|Premiums written             |  | $    | 126,872 |   |          | $ | 377    |       |  | $ | 127,249
|                             |  |      |         |   |          |   |        |       |  |   |        
|Premiums earned              |  | $    | 127,556 |   |          | $ | 393    |       |  | $ | 127,949
|Losses and LAE incurred      |  |      | 90,463  |   |          |   | (2,297 | )     |  |   | 88,166 
|Underwriting expenses        |  |      | 25,900  |   |          |   | 78     |       |  |   | 25,978 
|                             |  |      |         |   |          |   |        |       |  |   |        
|Underwriting gain            |  | $    | 11,193  |   |          | $ | 2,612  |       |  | $ | 13,805 
|                             |  |      |         |   |          |   |        |       |  |   |        
|Loss ratio                   |  |      | 70.9    | % |          |   |        |       |  |   |        
|Expense ratio                |  |      | 20.3    | % |          |   |        |       |  |   |        
|Combined ratio               |  |      | 91.2    | % |          |   |        |       |  |   |        
|Net reserves held            |  | $    | 256,905 |   |          | $ | 60,616 |       |  | $ | 317,521



|                             |  |      |         |   |          |   |         |       |  |   |         |  
|---------------------------- |  | ---- | ------- | - | -------- | - | ------- | ----- |  | - | ------- | -
|YEAR ENDED DECEMBER 31, 2004 |  | CORE |         |   | NON-CORE |   |         | TOTAL | 
|Premiums written             |  | $    | 128,641 |   |          | $ | (1,807  | )     |  | $ | 126,834 |  
|                             |  |      |         |   |          |   |         |       |  |   |         |  
|Premiums earned              |  | $    | 123,194 |   |          | $ | (1,716  | )     |  | $ | 121,478 |  
|Losses and LAE incurred      |  |      | 99,302  |   |          |   | 11,288  |       |  |   | 110,590 |  
|Underwriting expenses        |  |      | 25,742  |   |          |   | 392     |       |  |   | 26,134  |  
|                             |  |      |         |   |          |   |         |       |  |   |         |  
|Underwriting loss            |  | $    | (1,850  | ) |          | $ | (13,396 | )     |  | $ | (15,246 | )
|                             |  |      |         |   |          |   |         |       |  |   |         |  
|Loss ratio                   |  |      | 80.6    | % |          |   |         |       |  |   |         |  
|Expense ratio                |  |      | 20.9    | % |          |   |         |       |  |   |         |  
|Combined ratio               |  |      | 101.5   | % |          |   |         |       |  |   |         |  
|Net reserves held            |  | $    | 257,231 |   |          | $ | 97,331  |       |  | $ | 354,562 |  



Core Business



Premiums written for the core direct healthcare liability insurance business decreased 2.8% and 1.4%
in 2006 and 2005 primarily due to a decrease in premiums related to loss rated policies for which experience has been improving. Premiums earned decreased 3.4% in 2006 and increased 3.5% in 2005 respectively. The decrease in earned premium for 2006
was primarily the result of decreases in premium written related to loss rated policies as loss experience improved. The increase in earned premium in 2005 relates primarily to a 6.5% rate increase effective January 1, 2005 for most California
policies.



The Company has historically had a high renewal rate in its core business. The
renewal rates of insureds who were offered renewal was 96% for 2006, 95% for 2005 and 92% for 2004. The Company primarily loses insureds due to underwriting actions taken by the Company, or by insureds moving to competitors, leaving their practice,
retiring or joining a health facility that provides for their insurance. These losses are offset by new sales activities. New policies written in 2006, 2005, and 2004, were 868, 1,077, and 1,045, respectively. The core business policies inforce at
year end 2006, 2005, and 2004 were 10,289, 10,397, and 10,684 policies, respectively.



The loss ratio (loss and LAE related to premium earned) for 2006 was 70.6% compared to loss ratios of 70.9% and 80.6% for 2005 and 2004 respectively. The 0.3% decrease in the ratio between 2006 and 2005, and the 9.7% decrease in the ratio
between 2005 and 2004, primarily reflect the fact that the frequency of claims declined 4.6% and 21.1% during these respective periods. These declines were partially offset by increases in the estimate of the average cost of claims.



The underwriting expense ratio (expenses related to premiums earned) remained relatively unchanged at
20.7% in 2006 compared to 20.3% and 20.9% in 2005 and 2004.



Non-Core Business



The premiums written and earned in 2005 were generated by policyholders
exercising their right to purchase tail coverage. The negative premiums written and earned in 2004 represent reinsurance premiums paid by the Company in connection with the reinstatement of excess of loss layers for older years. After March 6,
2003, no new or renewal business has been written in the non-core programs.



No
adjustments were made to overall reserve levels in 2006 because experience related to new claims and average settlement amounts was consistent with actuarial expectations.



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The underwriting gain in 2005 was the result of reductions in reserves for prior losses. The experience related to new claims
and average settlement costs was less than what had been expected when 2004 reserve levels were set. The underwriting loss incurred in 2004 is primarily due to two adverse litigation decisions, reserve increases attributable to older years on
dentists coverage and a general reserve increase of $3.0 million in the fourth quarter 2004.



The Company has made significant progress in 2006 and 2005 in settling claims related to non-core healthcare liability business in run-off. Total net reserves declined from $97.3 million at December 31, 2004 to $60.6 million at
December 31, 2005, to $37.7 million at December 31, 2006. Outstanding claims decreased from 431 at December 31, 2004 to 229 at December 31, 2005, and to 136 at December 31, 2006. Eleven new claims were reported in 2006
compared to 16 in 2005 and 78 in 2004.



As the reserves and cases of non-core healthcare
claims continue to decline, it becomes more difficult to establish reserve estimates for the remaining claims based on actuarial techniques. The ultimate losses become more related to specific case results, (including litigation) rather than
estimates based on actuarial techniques. Unexpected legal verdicts or settlements reached at trial can produce unexpected reserve development.



Assumed ReinsuranceBackground



Assumed reinsurance represents the book of assumed worldwide reinsurance of professional, commercial and personal liability coverages, commercial and residential property risks,
accident and health and workers compensation coverages and marine coverages. Ultimate loss experience in this segment is based primarily on reports received by the Company from the underlying ceding insurers. Actual losses may take several
years to be reported through the worldwide reinsurance system.



As a result of the
Companys decline in capital and surplus from the World Trade Center losses and losses incurred in healthcare insurance outside California, A. M. Best reduced the Insurance Subsidiaries ratings below the A- (Excellent) rating. Most ceding
companies and companies in assumed reinsurance syndicates are reluctant to deal with insurers whose ratings are below A-. This fact made it difficult for the Company to remain in the assumed reinsurance market.



As a result, in December 2002 the Company entered into a quota share reinsurance transaction with
Rosemont Reinsurance Ltd. (Rosemont Re) (formerly known as GoshawK Reinsurance Limited), a Bermuda reinsurance subsidiary of GoshawK Insurance Holdings plc, a publicly held London-based Lloyds underwriter (GoshawK), under which the Company
ceded to Rosemont Re almost all of its unearned assumed reinsurance premiums as of June 30, 2002, together with written reinsurance premiums after that date, in each case related to the assumed reinsurance business for the 2001 and 2002
underwriting years. The Company retained certain losses related to the assumed reinsurance business, including those related to the World Trade Center, and the Company continued to participate in one Lloyds syndicate for the 2003 underwriting
year. The Rosemont Re treaty relieved the Company of underwriting leverage and improved the Companys risk-based capital adequacy ratios under both the A.M. Best and NAIC models.



Assets approximately equal to Rosemont Res estimated liabilities under its reinsurance agreement with the Company are currently held in trust to
satisfy the liabilities under the agreement. If the estimated recoveries were to increase in the future, the Company would have to rely on Rosemont Res continuing ability to fund these amounts. As of June 30, 2006 Rosemont Re had $66.1
million of capital.



Results of OperationsAssumed Reinsurance Segment



The following table summarizes the underwriting results of the assumed
reinsurance segment for the periods indicated:



|                                                           |  |                                                                 |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------- |  | --------------------------------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                           |  | Assumed Reinsurance Segment Underwriting Results (In Thousands) |        
|FOR THE YEAR ENDED DECEMBER 31,                            |  | 2006                                                            |         |   | 2005 |   |         | 2004 | 
|Premiums written                                           |  | $                                                               | 361     |   |      | $ | (918    | )    |  | $ | 2,376   |  
|                                                           |  |                                                                 |         |   |      |   |         |      |  |   |         |  
|Premiums earned                                            |  | $                                                               | 361     |   |      | $ | 487     |      |  | $ | 14,628  |  
|Underwriting expenses                                      |  |                                                                 |         |   |      |   |         |      |  |   |         |  
|Losses                                                     |  |                                                                 | 11,160  |   |      |   | 22,990  |      |  |   | 28,337  |  
|Underwriting and other operating expenses                  |  |                                                                 | 377     |   |      |   | 8,829   |      |  |   | 139     |  
|                                                           |  |                                                                 |         |   |      |   |         |      |  |   |         |  
|Underwriting loss                                          |  | $                                                               | (11,176 | ) |      | $ | (31,332 | )    |  | $ | (13,848 | )
|                                                           |  |                                                                 |         |   |      |   |         |      |  |   |         |  
|Net reserves (including retrospective reserves ceded) held |  | $                                                               | 49,027  |   |      | $ | 59,194  |      |  | $ | 87,808  |  



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The Company ceased writing assumed reinsurance business at the end of the 2003 underwriting year. The premium written in 2005
and 2004 is almost entirely attributable to the one Lloyds syndicate that the Company supported in 2003. The premium earned in 2004 is also primarily from this syndicate. Premiums written and earned in 2006 were primarily additional premium
received for earlier periods.



The underwriting loss in 2006 related primarily to
unexpected adjustments to World Trade Center losses reported to the Company in the latter part of the year and unexpected upward development principally on a number of London-based contracts.



The underwriting loss in 2005 was primarily attributable to (i) adjustments made to amounts ceded
to Rosemont Re following a review by the parties in the third quarter, which resolved interpretative issues relating to the wording of the reinsurance contract, (ii) additional costs incurred with closing the last syndicate at Lloyds for
which the Company provided capital, a decision which was made in the fourth quarter and significantly improved the Companys capital adequacy ratios under the A.M. Best capital adequacy model, and (iii) unexpected upward development on
London-based business, including Lloyds syndicates.



The underwriting loss in 2004
was principally attributable to unexpected adverse loss development during 2004 principally in connection with the Lloyds syndicates, additional losses incurred under a single excess of loss directors and officers liability insurance treaty,
and losses involving issuers of bail and immigration bonds.



Net loss reserves related to
the assumed reinsurance segment declined from $87.8 million at December 31, 2004 to $59.2 million in 2005 and $49.0 million in 2006 as reserves were settled and 2002 and 2003 underwriting years for the London syndicates closed and settlements
were made in 2005 and 2006.



The Rosemont Re reinsurance treaty entered into in December
2002 effectively ceded all of the unearned premium and future reported premium after June 30, 2002, for the assumed business written for underwriting years 2001 and 2002 by the Company. The treaty has no limitations on loss recoveries and
includes a profit-sharing provision should the combined ratios calculated on the base premium ceded be below 100%. The treaty requires Rosemont Re to reimburse the Company for its acquisition and administrative expenses.



The Rosemont Re reinsurance treaty has both prospective and retroactive elements as defined in
Financial Accounting Standards Board Statement (FASB) No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts. As such, any gains under the contract will be deferred and amortized to income based upon the
expected recovery. No gains are anticipated currently. Losses related to future earned premium ceded, as well as development on losses related to existing earned premium ceded after June 30, 2002, will ultimately determine whether a gain will
be recorded under the contract. The retroactive accounting treatment required under FASB 113 requires that a charge to income be recorded to the extent premiums ceded under the contract are in excess of the estimated losses and expenses ceded under
the contract.



Other Operations



|                                         |  |                |         |   |      |   |         |      |  |   |         |  
|---------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|YEAR ENDED DECEMBER 31,                  |  | 2006           |         |   | 2005 |   |         | 2004 | 
|                                         |  | (In Thousands) |        
|Net investment income                    |  | $              | 20,410  |   |      | $ | 17,818  |      |  | $ | 19,174  |  
|Net realized investment gains / (losses) |  |                | (493    | ) |      |   | 4,018   |      |  |   | 1,502   |  
|Average invested assets                  |  |                | 531,187 |   |      |   | 548,829 |      |  |   | 603,351 |  
|Average rate of return before taxes      |  |                | 3.8     | % |      |   | 3.2     | %    |  |   | 3.2     | %



Net investment income increased to $20.4 million
for 2006 from $17.8 million in 2005 and $19.2 million in 2004. The changes in net investment income are primarily related to changes in short-term interest rates between periods, as the portfolio is very short in duration.



In 2006 the Company incurred $1.6 million in expenses related to a proxy contest.



In 2005 the Company sold its stock interest in a privately held insurance company for a $4.4 million
gain.



Income Taxes



The Company had an income tax expense in 2006, 2005 and 2004. During the third quarter 2004, the
Company settled with the California Franchise Tax Board (FTB) for $4.0 million, an assessment received in 2002. Legislation enacted in California during



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the third quarter of 2004 restored 80% of a deduction provision under which insurance holding companies had for many years deducted all dividends received from their
insurance company subsidiaries. The $4.0 million settlement was included in income taxes and offsets a federal tax benefit for the year of $3.9 million.



The Company currently has a net deferred tax asset of $44.7 million as of December 31, 2006, of which $20.4 million relates to a net operating loss carryforwards which begin
to expire in 2021. The Company will be able to utilize this carryforward to reduce taxes in future periods. The losses in recent years which gave rise to the operating loss carryforward were primarily generated by underwriting losses in the non-core
direct healthcare liability and assumed reinsurance businesses. Since these operations are now in run-off and the core business has historically been profitable on both a GAAP and tax basis, after consideration of investment income, the
Companys projections indicate that it is more likely than not that the net operating loss carryforward will be fully utilized within the carryforward period.



LIQUIDITY AND CAPITAL RESOURCES AND FINANCIAL CONDITION



The primary sources of the Companys liquidity are insurance premiums, net investment income, recoveries from reinsurers and proceeds from the
maturity or sale of invested assets. Funds are used to pay losses, LAE, operating expenses, reinsurance premiums and taxes.



Because of uncertainty related to the timing of the payment of claims, cash from operations for a property and casualty insurance company can vary substantially from period to
period. The Company had positive cash flow from operations of $7.6 million in 2006 compared to 2005 and 2004, when the Company had negative cash flow from operations of $30.2 million and $63.1 million, respectively. The positive cash flow during
2006 is primarily related to core premium receipts and the decreasing claims payments associated with the non-core healthcare liability and assumed reinsurance programs, which are now in run-off. As the Company continues to pay-off non-core
healthcare liability and assumed reinsurance reserves generated by prior years written premiums, the Company may again have negative cash flow from operations.



The Company maintains a significant portion of its investment portfolio in high-quality, short-term securities and cash to meet short-term operating liquidity requirements,
including the payment of losses and LAE. Cash and cash equivalents totaled $145.8 million, or 27.1% of invested assets, at December 31, 2006. The Company believes that all of its short-term and fixed-maturity securities are readily marketable
and have scheduled maturities in line with projected cash needs. In addition, available current investment yields have caused the Company to build up its short-term investments.



The Company invests its cash flow from operations principally in taxable fixed-maturity securities. The Companys current policy is to limit its
investment in unaffiliated equity securities and mortgage loans to no more than 8.0% of the total market value of its investments. The market value of the Companys portfolio of unaffiliated equity securities was $2.0 million at both
December 31, 2006 and 2005. The Company plans to continue its emphasis on fixed-maturity securities investments.



The Company leases approximately 95,000 square feet of office space for its headquarters. The lease is for a term of 10 years ending in 2009, and the Company has two options to
renew the lease for a period of five years each.



SCPIE Holdings is an insurance holding
company whose assets primarily consist of all of the capital stock of its Insurance Subsidiaries. Its principal sources of funds are dividends from its subsidiaries and proceeds from the issuance of debt and equity securities. The Insurance
Subsidiaries are restricted by state regulation in the amount of dividends they can pay in relation to earnings or surplus, without the consent of the applicable state regulatory authority, principally the California Department of Insurance. SCPIE
Holdings principal insurance company subsidiary, SCPIE Indemnity, may pay dividends to SCPIE Holdings in any 12-month period, without regulatory approval, to the extent such dividends do not exceed the greater of (i) 10% of its statutory
surplus at the end of the preceding year or (ii) its statutory net income for the preceding year. Applicable regulations further require that an insurers statutory surplus following a dividend or other distribution be reasonable in
relation to its outstanding liabilities and adequate to meet its financial needs, and permit the payment of dividends only out of statutory earned (unassigned) surplus unless the payment out of other funds receives regulatory approval. The amount of
dividends that SCPIE Indemnity is able to pay to SCPIE Holdings during 2007 without prior regulatory approval is approximately $22.4 million.



In March 2004, the Board of Directors suspended the Companys quarterly dividends. The payment and amount of cash dividends will depend upon, among other factors, the
Companys operating results, overall financial condition, capital requirements and general business conditions. As of December 31, 2006, SCPIE Holdings held cash and short-term securities of $5.6 million. Based on historical trends, market
conditions and its business plans, the Company believes that its sources of funds



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(including dividends from the Insurance Subsidiaries) will be sufficient to meet the liquidity needs of SCPIE Holdings over the next 18 months.



The Companys capital adequacy position was weakened in the past by the losses in the non-core
businesses. The Companys current rating from A.M. Best is B+ (Good), with a stable outlook. A.M. Best assigns this rating to companies that have, in its opinion, a good ability to meet their current obligations to policyholders. The Company
believes that it has strengthened its capital adequacy position at December 31, 2006, under the methodology followed by A.M. Best, but does not know whether this will result in a further rating change. The NAIC has developed a different
methodology for measuring the adequacy of an insurers surplus which includes a risk-based capital (RBC) formula designed to measure state statutory capital and surplus needs. The RBC rules provide for different levels of regulatory attention
based on four thresholds determined under the formula. At December 31, 2006, the RBC level of each Insurance Subsidiary exceeded the threshold requiring the least regulatory attention. At December 31, 2006, SCPIE Indemnitys adjusted
surplus level of $164.5 million was 340% of this threshold.



The Company believes that it
has the ability to fund its continuing operations from its premiums written and investment income. The Company plans to continue its focus on the efficient operation of its core business, while at the same time continuing to adjudicate and settle
claims incurred in its discontinued non-core business. As the Company continues to run-off the non-core loss and LAE reserves, its capital adequacy position should improve.



The Company may determine that it is in its best interests to raise additional capital through financings to improve its financial position and grow
its business. Any equity or debt financing, if available at all, may not be available on terms that are favorable to the Company.



CONTRACTUAL COMMITMENTS

---



The Company has certain contractual obligations and commercial commitments principally for providing for the payments of loss and LAE expenses, operating leases for office space
for its headquarters and letters of credit to provide security in connection with the assumed reinsurance segment. The table below presents the contractual payments estimated to be due by period or expiration period for each obligation or
commitment:



Contractual commitments as of December 31, are as follows:



|                              |  |                                       |         |      |   |         |  |      |        |      |   |            |  |   |        |  |   |       
|----------------------------- |  | ------------------------------------- | ------- | ---- | - | ------- |  | ---- | ------ | ---- | - | ---------- |  | - | ------ |  | - | ------
|                              |  | 2007                                  |         | 2008 |   | 2009    |  | 2010 |        | 2011 |   | Thereafter
|                              |  | Payments Due by Period (in Thousands)
|Loss and LAE Reserve Payments |  | $                                     | 140,695 |      | $ | 102,412 |  | $    | 63,158 |      | $ | 37,179     |  | $ | 24,126 |  | $ | 37,878
|Operating Leases              |  |                                       | 2,706   |      |   | 2,699   |  |      | 243    |      |   | 55         |  |   |       |  |   |      
|                              |  |                                       |         |      |   |         |  |      |        |      |   |            |  |   |        |  |   |       
|                              |  | $                                     | 143,401 |      | $ | 105,111 |  | $    | 63,401 |      | $ | 37,234     |  | $ | 24,126 |  | $ | 37,878
|                              |  |                                       |         |      |   |         |  |      |        |      |   |            |  |   |        |  |   |       



Unlike many other forms of contractual
obligations, loss and LAE reserves do not have definitive due dates, and the ultimate payment dates are subject to a number of variables and uncertainties. The liability shown in the table represents the Companys best estimate of the unpaid
cost of settling claims, including claims that have been incurred but not yet reported, and the time period in which such claims will be resolved. The amounts shown are gross of any reinsurance that the Company estimates will be recoverable on
resolution of the claims. A portion of the assumed reinsurance business, principally the occupational accident reserves and the cession to Rosemont Re, are on a funds withheld basis and therefore projected reserve payments of $50.7 million included
in the preceding table will be funded by a draw down of funds withheld balances rather than cash.



Since November, 2001, the Company has had a letter of credit facility in the amount of $50 million with Barclays Bank PLC. Letters of credit issued under the facility collateralize loss reserves under reinsurance contracts. As of
December 31, 2006, letter of credit issuance under the facility was approximately $22.2 million. Securities of $24.4 million are pledged as collateral under the facility.



EFFECT OF INFLATION

---



The primary effect of inflation on the Company is considered in pricing and estimating reserves for unpaid losses and LAE for claims in which there is
a long period between reporting and settlement, such as medical malpractice claims. The actual effect of inflation on the Companys results cannot be accurately known until claims are ultimately settled. Based on actual results to



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date, the Company believes that loss and LAE reserve levels and the Companys rate making process adequately incorporate the effects of inflation.



ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company is subject to various market risk exposures, including interest rate risk and equity price risk.



The Company invests its assets primarily in fixed-maturity securities, which at December 31, 2006, comprised 72.5% of total investments at market
value. Corporate bonds represent 37.9% and U.S. government bonds represent 44.4% of the fixed-maturity investments, with the remainder consisting of mortgage-backed and asset-backed securities. Equity securities, consisting primarily of common
stocks, account for .4% of total investments at market value. The remainder of the investment portfolio consists of cash and highly liquid short-term investments, which are primarily overnight bank repurchase agreements and short-term money market
funds.



The value of the fixed-maturity portfolio is subject to interest rate risk. As
market interest rates decrease, the value of the portfolio increases with the opposite holding true in rising interest rate environments. A common measure of the interest sensitivity of fixed-maturity assets is modified or effective duration, a
calculation that takes maturity, coupon rate, yield and call terms to calculate an average age of the expected cash flows. The longer the duration, the more sensitive the asset is to market interest rate fluctuations. The effective duration of the
fixed-maturity portfolio at December 31, 2006 was 2.5 years.



The value of the
common stock equity investments is dependent upon general conditions in the securities markets and the business and financial performance of the individual companies in the portfolio. Values are typically based on future economic prospects as
perceived by investors in the equity markets.



At December 31, 2006, the investment
portfolio included $7.3 million in net unrealized losses. At December 31, 2005, the investment portfolio included $7.7 million in net unrealized losses.



The Companys invested assets are subject to interest rate risk. The following table presents the effect on current estimated fair values of the fixed-maturity securities
available for sale and common stocks assuming a 100-basis-point (1.0%) increase in market interest rates and a 10% decline in equity prices.



|                                             |  |                |         |                                                 |   |                                                                     |  |   |        
|-------------------------------------------- |  | -------------- | ------- | ----------------------------------------------- | - | ------------------------------------------------------------------- |  | - | -------
|                                             |  | CarryingValue  |         | EstimatedFair Value atCurrentMarketRates/Prices |   | EstimatedFair Value atAdjusted MarketRates/Prices asIndicated Below
|                                             |  | (In Thousands)
|December 31, 2006                            |  |                |         |                                                 |   |                                                                     |  |   |        
|Interest rate risk*                          |  |                |         |                                                 |   |                                                                     |  |   |        
|Fixed-maturity securities available for sale |  | $              | 389,954 |                                                 | $ | 389,954                                                             |  | $ | 378,638
|Equity price risk**                          |  |                |         |                                                 |   |                                                                     |  |   |        
|Common stocks                                |  | $              | 2,034   |                                                 | $ | 2,034                                                               |  | $ | 1,831  
|December 31, 2005                            |  |                |         |                                                 |   |                                                                     |  |   |        
|Interest rate risk*                          |  |                |         |                                                 |   |                                                                     |  |   |        
|Fixed-maturity securities available for sale |  | $              | 461,480 |                                                 | $ | 461,480                                                             |  | $ | 447,912
|Equity price risk**                          |  |                |         |                                                 |   |                                                                     |  |   |        
|Common stocks                                |  | $              | 2,095   |                                                 | $ | 2,095                                                               |  | $ | 1,886  



|* |  | Adjusted interest rates assume a 100-basis-point (1.0%) increase in market rates
|- |  | --------------------------------------------------------------------------------

|** |  | Adjusted equity prices assume a 10% decline in market values
|-- |  | ------------------------------------------------------------



For all its financial assets and liabilities, the Company seeks to maintain reasonable average durations, consistent with the maximization of income, without sacrificing investment
quality and providing for liquidity and diversification.



The estimated fair values at
current market rates for financial instruments subject to interest rate risk in the table above are the same as those disclosed in Note 2 to Consolidated Financial Statements. The estimated fair values at the adjusted market rates



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(assuming a 100-basis-point increase in market interest rates) are calculated using discounted cash flow analysis and duration modeling where appropriate. The
estimated values do not consider the effect that changing interest rates could have on prepayment activity (e.g., mortgages underlying mortgage-backed securities).



This sensitivity analysis provides only a limited, point-in-time view of the market risk sensitivity of certain of the Companys financial
instruments. The actual impact of market interest rate and price changes on the financial instruments may differ significantly from those shown in the sensitivity analysis. The sensitivity analysis is further limited, as it does not consider any
actions the Company could take in response to actual and/or anticipated changes in interest rates and equity prices.



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The Companys Consolidated Financial Statements and related notes, including supplementary data, are set forth in the Index on page 58 hereof.



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A.    CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



The Company
maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and
with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of the end of the period
covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective at the reasonable assurance level.



Managements Report on Internal Control over Financial Reporting



The Companys management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.



The Company has conducted an evaluation under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over
financial reporting as of December 31, 2006 based on the criteria related to internal control over financial reporting described in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Based on that evaluation, the Companys management, including its Chief Executive Officer and Chief Financial Officer, concluded that its internal control over financial reporting was effective as of
December 31, 2006.



Managements assessment of the effectiveness of its
internal control over financial reporting as of December 31, 2006 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, a copy of which is included in this
Annual Report on Form 10-K.



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Attestation Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders of SCPIE Holdings Inc.



We have audited managements assessment, included in the accompanying report from management, that
SCPIE Holdings Inc. maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO criteria). SCPIE Holdings Inc.s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, managements assessment that SCPIE Holdings Inc. maintained effective internal
control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, SCPIE Holdings Inc. and subsidiaries maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2006, based on the COSO criteria.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SCPIE Holdings Inc. and subsidiaries as of December 31, 2006 and
2005, and the related consolidated statements of operations, stockholders equity and cash flows for each of the three years in the period ended December 31, 2006 of SCPIE Holdings Inc. and our report dated March 12, 2007 expressed an
unqualified opinion thereon.



/s/ ERNST & YOUNG LLP



March 12, 2007

Los Angeles, California



Changes In Internal Control Over Financial
Reporting



During the fiscal quarter ended December 31, 2006, there have
been no changes in the Companys internal control over financial reporting that may have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.



ITEM 9B.    OTHER INFORMATION



None.



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PART III



ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The names of the executive officers of the Company and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I, Item 1, above.



The following information is included in the Companys Notice of Annual Meeting of
Stockholders and Proxy Statement to be filed within 120 days after the Companys fiscal year end of December 31, 2006 (the Proxy Statement) and is incorporated herein by reference:



Information regarding directors of the Company is set forth under Election of Directors.



Information regarding the Companys Audit Committee and designated audit
committee financial expert is set forth under Election of DirectorsMeetings and Committees of the Board.



Information on the Companys code of business conduct and ethics for directors, officers and employees, is set forth under Election of DirectorsCode of Business
Conduct and Ethics.



Information under Section 16A beneficial ownership
reporting compliance is set forth under Stock Ownership and Section 16(A) Beneficial Ownership Reporting Compliance.



ITEM 11.    EXECUTIVE COMPENSATION



The information required by this item is incorporated by reference to the Proxy Statement under the heading Executive Compensation.



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The information required by this item is incorporated by reference to the Proxy Statement under the heading Stock Ownership.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The information required by this item is incorporated by reference to the Proxy Statement under the heading Certain Relationships and Related Transactions.



ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES



The information required by this item is incorporated by reference to the Proxy Statement under the heading Principal Accountant Fees and Services.



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PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES



(a)(1) and (a)(2) and (c) FINANCIAL STATEMENTS AND SCHEDULES.



Reference is made to the IndexFinancial Statements and Financial Statement SchedulesAnnual Report on Form 10-K filed on page
53 of this Form 10-K report.



|(a) |  | (3) Exhibits:
|--- |  | -------------



|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER |  | DOCUMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.     |  | Amended and Restated Plan and Agreement of Merger by and among SCPIE Holdings Inc., SCPIE Indemnity Company and Southern California Physicians Insurance Exchange dated August 8, 1996, as amended
December 19, 1996 (filed with the Companys Registration Statement on Form S-1 (No. 33-4450) and incorporated herein by reference).                                                                                                                            
|       | 
|3.1    |  | Amended and Restated Certificate of Incorporation (filed with the Companys Registration Statement on Form S-1 (No. 33-4450) and incorporated herein by reference).                                                                                                                                                                                                                                                                                               
|       | 
|3.2    |  | Amended and Restated Bylaws (filed with the Companys Annual Report on Form 10-K on March 30, 2004 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                         
|       | 
|10.1*  |  | Amended and Restated Employment Agreement effective as of January 2, 2006, between Donald J. Zuk and SCPIE Management Company and Guaranty by SCPIE Holdings Inc. dated as of January 2, 2006 (filed with
the Companys Current Report on Form 8-K on December 9, 2005 and incorporated herein by reference).                                                                                                                                                     
|       | 
|10.31* |  | SCPIE Management Company Retirement Income Plan, as amended and restated, effective January 1, 1989 (filed with the Companys Registration Statement on Form S-1 (No. 33-4450) and incorporated
herein by reference).                                                                                                                                                                                                                                             
|       | 
|10.32* |  | The SMC Cash Accumulation Plan, dated July 1, 1991, as amended (filed with the Companys Registration Statement on Form S-1 (No. 33-4450) and incorporated herein by reference).                                                                                                                                                                                                                                                                                  
|       | 
|10.33  |  | Inter-Company Pooling Agreement effective January 1, 1997 (filed with the Companys Annual Report on Form 10-K on March 31, 1998 and incorporated herein by reference).                                                                                                                                                                                                                                                                                           
|       | 
|10.34  |  | SCPIE Holdings Inc. and Subsidiaries Consolidated Federal Income Tax Liability Allocation Agreement effective January 1, 1996 (filed with the Companys Annual Report on Form 10-K on March 31, 1998
and incorporated herein by reference).                                                                                                                                                                                                                       
|       | 
|10.35  |  | Form of Indemnification Agreement (filed with the Companys Registration Statement on Form S-1 (No. 33-4450) and incorporated herein by reference).                                                                                                                                                                                                                                                                                                               
|       | 
|10.36  |  | Lease between Wh/WSA Realty, L.L.C., a Delaware limited liability company and SCPIE Holdings Inc., a Delaware corporation dated July 31, 1998. (filed with the Companys Annual Report on Form 10-K
on March 31, 1998 and incorporated herein by reference.)                                                                                                                                                                                                      
|       | 
|10.50* |  | The SCPIE Holdings Inc. Employee Stock Purchase Plan (filed as an exhibit to the Companys Proxy Statement for the 2000 Annual Meeting of Stockholders and incorporated herein by
reference).                                                                                                                                                                                                                                                                     
|       | 
|10.51* |  | Form of Change of Control Severance Agreement entered into by Chief Executive Officer on December 14, 2000 (filed with the Companys Annual Report on Form 10-K on March 30, 2001 and incorporated
herein by reference).                                                                                                                                                                                                                                          
|       | 
|10.52* |  | Form of Change of Control Severance Agreement entered into by Senior Vice Presidents on December 14, 2000 (filed with the Companys Annual Report on Form 10-K on March 30, 2001 and incorporated
herein by reference).                                                                                                                                                                                                                                           
|       | 
|10.53* |  | Form of Change of Control Severance Agreement entered into by Vice Presidents on December 14, 2000 (filed with the Companys Annual Report on Form 10-K on March 30, 2001 and incorporated herein by
reference).                                                                                                                                                                                                                                                  
|       | 
|10.55  |  | Amendment and Restatement Agreement dated June 28, 2005, relating to an Insurance Letters of Credit Agreement dated as of November 15, 2001 by and among Barclays Bank PLC and SCPIE Holdings Inc., SCPIE
Indemnity Company, American Healthcare Indemnity Company, American Healthcare Specialty Healthcare Company and SCPIE Underwriting, Limited (filed with the Companys Annual Report on Form 10-K on March 23, 2006 and incorporated herein by
reference).



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|       |  |                                                                                                                                                                                                                                                                                                                         
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER |  | DOCUMENT                                                                                                                                                                                                                                                                                                                
|10.56* |  | Supplemental Employee Retirement Plan for selected employees of SCPIE Management Company, as amended and restated, effective as of January 1, 2001 (filed with the Companys Annual Report on
Form 10-K on April 1, 2002 and incorporated herein by reference).                                                         
|       | 
|10.59* |  | Form of Stock Option Agreement under the 2001 Amended and Restated Equity Participation Plan of the Company (filed with the Companys Annual Report on Form 10-K on March 31, 2003 and incorporated
herein by reference).                                                                                               
|       | 
|10.60* |  | Form of Non-Qualified Stock Option Agreement for Independent Directors under the 2001 Amended and Restated Equity Participation Plan of the Company (filed with the Companys Annual Report on Form
10-K on March 31, 2003 and incorporated herein by reference).                                                       
|       | 
|10.61* |  | Form of Stock Appreciation Rights Agreement for selected employees of the Company under the 2001 Amended and Restated Equity Participation Plan of the Company (filed with the Companys Annual
Report on Form 10-K on March 31, 2003 and incorporated herein by reference).                                            
|       | 
|10.62  |  | Medical Malpractice Shortfall Excess of Loss Reinsurance Agreement with various subscribing reinsurers (filed with the Companys Annual Report on Form 10-K on March 31, 2003 and incorporated
herein by reference).                                                                                                    
|       | 
|10.63  |  | First through Fourth Excess of Loss Reinsurance Treaty with various subscribing reinsurers (filed with the Companys Annual Report on Form 10-K on March 31, 2003 and incorporated herein by
reference).                                                                                                                
|       | 
|10.65* |  | Deferred Compensation Agreement dated as of January 3, 2005, by and between SCPIE Management Company and Donald P. Newell (filed with the Companys Current Report on Form 8-K on January 5, 2005
and incorporated herein by reference).                                                                                
|       | 
|10.66* |  | Employment Memorandum regarding the employment terms of Donald P. Newell with the Company, dated as of October 30, 2000 (filed with the Companys Annual Report on Form 10-K on March 31, 2003 and
incorporated herein by reference).                                                                                   
|       | 
|10.67  |  | Quota Share Retrocession Contract, issued to the Company, American Healthcare Indemnity Company and American Healthcare Specialty Insurance Company by GoshawK Reinsurance Limited (now named Rosemont
Re) (filed with the Companys Annual Report on Form 10-K on March 31, 2003 and incorporated herein by reference).
|       | 
|10.68  |  | Guarantee Agreement by and between the Company and GoshawK Reinsurance Limited (now named Rosemont Re) (filed with the Companys Annual Report on Form 10-K on March 31, 2003 and incorporated
herein by reference).                                                                                                    
|       | 
|10.69* |  | Amendments to Supplemental Employee Retirement Plan for selected employees of SCPIE Management Company (filed with the Companys Annual Report on Form 10-K on March 31, 2003 and incorporated
herein by reference).                                                                                                    
|       | 
|10.70* |  | 2003 Amended and Restated Equity Participation Plan of SCPIE Holdings Inc. (filed with the Companys Quarterly Report on Form 10-Q on November 14, 2003 and incorporated herein by
reference).                                                                                                                          
|       | 
|10.71* |  | Form of Restricted Stock Agreement for Independent Directors (filed with the Companys Quarterly Report on Form 10-Q on November 14, 2003 and incorporated herein by reference).                                                                                                                                        
|       | 
|10.72* |  | First Amendment to the 2003 Amended and Restated Equity Participation Plan (filed with the Companys Annual Report on Form 10-K on March 30, 2004 and incorporated herein by
reference).                                                                                                                                
|       | 
|10.73* |  | Amendment 2004-1 to the Supplemental Employee Retirement Plan for selected employees of SCPIE Management Company (filed with the Companys Annual Report on Form 10-K on March 30, 2004 and
incorporated herein by reference).                                                                                          
|       | 
|10.75  |  | Addendum No. 3 to Per Policy of Loss Reinsurance Agreement 8493-00-0003-00 with various subscribing reinsurers effective through 2005.                                                                                                                                                                                  
|       | 
|10.78  |  | Second Amendment to the 2003 Equity Participation Plan of SCPIE Holdings Inc. (filed with the Companys Quarterly Report on Form 10-Q on November 12, 2004 and incorporated herein by
reference).                                                                                                                       
|       | 
|10.79* |  | Amendment #2 to the Southern California Physicians Insurance Exchange Retirement Plan for Outside Governors and Affiliated Directors (filed with the Companys Current Report on Form 8-K on
December 15, 2004 and incorporated herein by reference).                                                                   
|       | 
|10.80* |  | Form of Deferred Stock and Dividend Equivalent Agreement for Independent Directors (filed with the Companys Annual Report on Form 10-K on March 30, 2004 and incorporated herein by
reference.).                                                                                                                       



50



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER |  | DOCUMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.81  |  | Commutation and Release Agreement dated December 31, 2006 between the Company and Chaucer Syndicates Limited.                                                                                                                                                                                                                                                                                                                                                                              
|       | 
|10.82  |  | FirstThird Excess of Loss Reinsurance Contract 8493-00-0009-00 with various subscribing reinsurers effective January 1, 2004 (filed with the Companys Annual Report on Form 10-K on
March 16, 2005 and incorporated herein by reference.                                                                                                                                                                                                                                                 
|       | 
|10.83  |  | FirstThird Excess of Loss Reinsurance Agreement 8493-00-0009-00 with various subscribing reinsurers effective January 1, 2005 (filed with the Companys Annual Report on Form 10-K on March
23, 2006 and incorporated herein by reference).                                                                                                                                                                                                                                               
|       | 
|10.84  |  | Deferred Compensation Agreement dated as of December 8, 2005 between Donald J. Zuk and SCPIE Management Company and Guaranty by SCPIE Holdings, Inc. dated as of December 8, 2005 (filed with the
Companys current report on Form 8-K on December 9, 2005 and incorporated herein by reference).                                                                                                                                                                                          
|       | 
|10.85* |  | Deferred Compensation Agreement dated as of December 8, 2005 between Donald P. Newell and SCPIE Management Company and Guaranty by SCPIE Holdings Inc. dated as of December 8, 2005 (filed with the
Companys current report on Form 8-K on December 9, 2005 and incorporated herein by reference).                                                                                                                                                                                        
|       | 
|10.86* |  | Amendment to Employment Arrangement dated as of December 8, 2005 between Donald P. Newell and SCPIE Holdings, Inc. (filed with the Companys current report on Form 8-K on December 9, 2005 and
incorporated herein by reference).                                                                                                                                                                                                                                                         
|       | 
|10.87* |  | Deferred Compensation Agreement dated as of January 1, 2001, between Donald P. Newell and SCPIE Management Company and Guaranty by SCPIE Holdings Inc. dated October 23, 2002 (filed with the
Companys Annual Report on 10-K on March 31, 2003 and incorporated herein by reference).                                                                                                                                                                                                     
|       | 
|10.88  |  | FirstThird Excess of Loss Reinsurance Agreement 8493-00-0009-00 with various subscribing reinsurers effective January 1, 2006 (filed with the Companys Annual Report on Form 10-K on March
23, 2006 and incorporated herein by reference).                                                                                                                                                                                                                                               
|       | 
|10.89  |  | FirstThird Excess of Loss Reinsurance Agreement 8493-00-0009-00 with various subscribing reinsurers effective January 1, 2007.                                                                                                                                                                                                                                                                                                                                                            
|       | 
|10.90  |  | Addendum No. 4 to Per Policy of Loss Reinsurance Agreement 8493-00-0003-00 with various subscribing reinsurers effective through 2006.                                                                                                                                                                                                                                                                                                                                                     
|       | 
|10.91* |  | Form of Third Amendment to the 2003 Equity Participation Plan of SCPIE Holdings Inc. (filed with the Companys Current Report on Form 8-K on June 28, 2006 and incorporated herein by
reference,)                                                                                                                                                                                                                                                                                          
|       | 
|10.92  |  | Settlement Agreement dated as of December 14, 2006 between SCPIE Holdings Inc., Joseph Stilwell, Stilwell Value Partners III, L.P. and Stilwell Value (filed with the Companys Current Report on
Form 8-K on December 15, 2006 and incorporated herein by reference.)                                                                                                                                                                                                                     
|       | 
|23.1   |  | Consent of independent registered public accounting firm.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | 
|31.1   |  | Certification of Registrants Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                 
|       | 
|31.2   |  | Certification of Registrants Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                 
|       | 
|32.1   |  | Certification of Registrants Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002. This certification is being furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference
into any filing of the Company.
|       | 
|32.2   |  | Certification of Registrants Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002. This certification is being furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference
into any filing of the Company.



|* |  | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
|- |  | ------------------------------------------------------------------------------------------------------------------------------



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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.



SCPIE HOLDINGS INC.By:

/s/    DONALD J. ZUKDonald J. Zuk President and
Chief Executive Officer




March 15,
2007



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 and on the dates indicated.



|                                                        |  |                                                                                            |  |               
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --------------
|SIGNATURE                                               |  | TITLE                                                                                      |  | DATE          
|                                                        |  |                                                                                           
|/s/    DONALD J. ZUKDonald J. Zuk                       |  | President, Chief Executive Officer and Director (Principal Executive Officer)              |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    ROBERT B. TSCHUDYRobert B. Tschudy               |  | Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    EDWARD G. MARLEYEdward G. Marley                 |  | Vice President and Chief Accounting Officer (Principal Accounting Officer)                 |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    MITCHELL S. KARLAN, M.D.Mitchell S. Karlan, M.D. |  | Chairman of the Board and Director                                                         |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    KAJ AHLMANNKaj Ahlmann                           |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    MARSHALL S. GELLERMarshall S. Geller             |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    WILLIS T. KING,
JR.Willis T. King, Jr.           |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    JACK E. MCCLEARY,
M.D.Jack E. McCleary, M.D.     |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    WENDELL L. MOSELEY, M.D.Wendell L. Moseley, M.D. |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    ELIZABETH A. MURPHYElizabeth A. Murphy           |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    WILLIAM A. RENERT, M.D.William A. Renert, M.D.   |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    JOSEPH STILWELLJoseph Stilwell                   |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    HENRY L. STOUTZ, M.D.Henry L. Stoutz, M.D.       |  | Director                                                                                   |  | March 15, 2007
|                                                        |  |                                                                                           
|/s/    RONALD H. WENDER, M.DRonald H. Wender, M.D.      |  | Director                                                                                   |  | March 15, 2007





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SCPIE HOLDINGS INC.



ITEM 15(c) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES



ANNUAL REPORT ON FORM 10-K



|                                                                                                     |  |     
|---------------------------------------------------------------------------------------------------- |  | ----
|INDEX                                                                                                |  | PAGE
|Report of Independent Registered Public Accounting Firm                                              |  | 54  
|Financial Statements:                                                                                |  |     
|Consolidated Balance Sheets as of December 31, 2006 and 2005                                         |  | 55  
|Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004           |  | 56  
|Consolidated Statements of Stockholders Equity for the years ended December 31, 2006, 2005 and 2004 |  | 57  
|Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004           |  | 58  
|Notes to Consolidated Financial Statements                                                           |  | 59  
|Schedule II  Condensed Financial Information of Registrant                                          |  | 77  
|Schedule III  Supplementary Insurance Information                                                   |  | 81  



All other schedules for which provision is made
in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.



53



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Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders of SCPIE Holdings Inc.



We have audited the accompanying consolidated balance sheets of SCPIE Holdings Inc. and subsidiaries (the Company) as of December 31, 2006 and
2005, and the related consolidated statements of operations, stockholders equity and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedules listed in the
Index at Item 15(c). These financial statements and schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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
financial statements referred to above present fairly, in all material respects, the consolidated financial position of SCPIE Holdings Inc. and its subsidiaries at December 31, 2006 and 2005, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.



As discussed in Note 1, the Company has restated its statement of cash flows for the year ended December 31, 2005.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the
Companys internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and
our report dated March 12, 2007 expressed an unqualified opinion thereon.



/s/ ERNST & YOUNG LLP



March 12, 2007

Los Angeles, California



54



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(In Thousands, except share data)



|                                                                                                                                           |  |      |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|DECEMBER 31,                                                                                                                               |  | 2006 |         |   | 2005 |  
|ASSETS                                                                                                                                     |  |      |         |   |      |   |         |  
|Securities available-for-sale (Note 2):                                                                                                    |  |      |         |   |      |   |         |  
|Fixed maturity investments, at fair value (amortized cost 2006$397,553; 2005$469,350)                                                    |  | $    | 389,954 |   |      | $ | 461,480 |  
|Equity investments, at fair value (cost 2006$1,723; 2005$1,934)                                                                          |  |      | 2,034   |   |      |   | 2,095   |  
|                                                                                                                                           |  |      |         |   |      |   |         |  
|Total securities available-for-sale                                                                                                        |  |      | 391,988 |   |      |   | 463,575 |  
|Cash and cash equivalents                                                                                                                  |  |      | 145,815 |   |      |   | 68,783  |  
|                                                                                                                                           |  |      |         |   |      |   |         |  
|Total investments and cash and cash equivalents                                                                                            |  |      | 537,803 |   |      |   | 532,358 |  
|Accrued investment income                                                                                                                  |  |      | 5,330   |   |      |   | 5,874   |  
|Premiums receivable                                                                                                                        |  |      | 18,697  |   |      |   | 18,731  |  
|Assumed reinsurance receivable                                                                                                             |  |      | 17,089  |   |      |   | 24,160  |  
|Reinsurance recoverable (Note 4)                                                                                                           |  |      | 45,564  |   |      |   | 55,933  |  
|Deferred policy acquisition costs                                                                                                          |  |      | 7,351   |   |      |   | 7,120   |  
|Deferred federal income taxes, net (Note 5)                                                                                                |  |      | 44,661  |   |      |   | 51,214  |  
|Property and equipment, net                                                                                                                |  |      | 1,733   |   |      |   | 2,449   |  
|Other assets                                                                                                                               |  |      | 7,281   |   |      |   | 6,325   |  
|                                                                                                                                           |  |      |         |   |      |   |         |  
|Total assets                                                                                                                               |  | $    | 685,509 |   |      | $ | 704,164 |  
|                                                                                                                                           |  |      |         |   |      |   |         |  
|LIABILITIES                                                                                                                                |  |      |         |   |      |   |         |  
|Reserves:                                                                                                                                  |  |      |         |   |      |   |         |  
|Losses and loss adjustment expenses (Note 3)                                                                                               |  | $    | 405,448 |   |      | $ | 429,315 |  
|Unearned premiums                                                                                                                          |  |      | 41,815  |   |      |   | 41,705  |  
|                                                                                                                                           |  |      |         |   |      |   |         |  
|Total reserves                                                                                                                             |  |      | 447,263 |   |      |   | 471,020 |  
|Amounts held for reinsurance                                                                                                               |  |      | 13,317  |   |      |   | 22,018  |  
|Other liabilities                                                                                                                          |  |      | 18,285  |   |      |   | 20,333  |  
|                                                                                                                                           |  |      |         |   |      |   |         |  
|Total liabilities                                                                                                                          |  |      | 478,865 |   |      |   | 513,371 |  
|Commitments and contingencies (Note 8)                                                                                                     |  |      |         |   |      |   |         |  
|                                                                                                                                           |  |     
|STOCKHOLDERS EQUITY                                                                                                                       |  |      |         |   |      |   |         |  
|Preferred stockpar value $1.00, 5,000,000 shares authorized, no shares issued or outstanding                                              |  |      |         |   |      |   |         |  
|Common stock, par value $.0001, 30,000,000 shares authorized, 12,792,091 shares issued, 20069,553,906; 20059,516,916 shares
outstanding. |  |      | 1       |   |      |   | 1       |  
|Additional paid-in capital                                                                                                                 |  |      | 37,127  |   |      |   | 37,127  |  
|Retained earnings                                                                                                                          |  |      | 271,925 |   |      |   | 259,645 |  
|Treasury stock, at cost 20062,738,185 shares; and 20052,775,175 shares.                                                                  |  |      | (95,278 | ) |      |   | (97,063 | )
|Subscription notes receivable                                                                                                              |  |      | (1,849  | ) |      |   | (2,649  | )
|Accumulated other comprehensive loss                                                                                                       |  |      | (5,282  | ) |      |   | (6,268  | )
|                                                                                                                                           |  |      |         |   |      |   |         |  
|Total stockholders equity                                                                                                                 |  |      | 206,644 |   |      |   | 190,793 |  
|                                                                                                                                           |  |      |         |   |      |   |         |  
|Total liabilities and stockholders equity                                                                                                 |  | $    | 685,509 |   |      | $ | 704,164 |  
|                                                                                                                                           |  |      |         |   |      |   |         |  



See accompanying notes to
Consolidated Financial Statements.



55



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##### Table of Contents



SCPIE HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except per-share data)



|                                                              |  |      |         |   |      |   |         |  |   |         |  
|------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- |  | - | ------- | -
|FOR THE YEARS ENDED DECEMBER 31,                              |  | 2006 |         |   | 2005 |   | 2004    | 
|REVENUES                                                      |  |      |         |   |      |   |         |  |   |         |  
|Net premiums earned (Note 4)                                  |  | $    | 123,531 |   |      | $ | 128,436 |  | $ | 136,106 |  
|Net investment income (Note 2)                                |  |      | 20,410  |   |      |   | 17,818  |  |   | 19,174  |  
|Realized investment gains (losses) (Note 2)                   |  |      | (493    | ) |      |   | 4,018   |  |   | 1,502   |  
|Other revenue                                                 |  |      | 461     |   |      |   | 1,183   |  |   | 540     |  
|                                                              |  |      |         |   |      |   |         |  |   |         |  
|Total revenues                                                |  |      | 143,909 |   |      |   | 151,455 |  |   | 157,322 |  
|EXPENSES                                                      |  |      |         |   |      |   |         |  |   |         |  
|Losses and loss adjustment expenses (Note 3)                  |  |      | 98,088  |   |      |   | 111,156 |  |   | 138,927 |  
|Underwriting and other operating expenses (Note 1 and Note 4) |  |      | 27,465  |   |      |   | 34,807  |  |   | 26,273  |  
|                                                              |  |      |         |   |      |   |         |  |   |         |  
|Total expenses                                                |  |      | 125,553 |   |      |   | 145,963 |  |   | 165,200 |  
|                                                              |  |      |         |   |      |   |         |  |   |         |  
|Income (loss) before income tax expense                       |  |      | 18,356  |   |      |   | 5,492   |  |   | (7,878  | )
|Income tax expense (Note 5)                                   |  |      | 6,076   |   |      |   | 2,024   |  |   | 8       |  
|                                                              |  |      |         |   |      |   |         |  |   |         |  
|Net income (loss)                                             |  | $    | 12,280  |   |      | $ | 3,468   |  | $ | (7,886  | )
|                                                              |  |      |         |   |      |   |         |  |   |         |  
|Basic income (loss) per share of common stock (Note 10)       |  | $    | 1.29    |   |      | $ | 0.37    |  | $ | (0.84   | )
|Diluted income (loss) per share of common stock (Note 10)     |  | $    | 1.27    |   |      | $ | 0.36    |  | $ | (0.84   | )



See accompanying notes to
Consolidated Financial Statements.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(In Thousands)



|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  
|----------------------------------------------------------------------------------- |  | ------------ | - | -------------------------- | - | ------ | ---------------- |  | - | -------------- | - |  | ---------------------------------- | ------- | - | -------------------------------------------- | -- | ------ | -------------------------- |  | -- | ------ | - |  | - | ------- | -
|                                                                                    |  | COMMON STOCK |   | ADDITIONAL PAID-IN CAPITAL |   |        | RETAINEDEARNINGS |  |   | TREASURY STOCK |   |  | STOCK SUBSCRIPTION NOTESRECEIVABLE |         |   | ACCUMULATEDOTHER COMPREHENSIVE INCOME (LOSS) |    |        | TOTAL STOCKHOLDERS EQUITY | 
|BALANCE AT JANUARY 1, 2004                                                          |  | $            | 1 |                            | $ | 37,281 |                  |  | $ | 264,063        |   |  | $                                  | (98,006 | ) |                                              | $  | (3,312 | )                          |  | $  | 4,161  |   |  | $ | 204,188 |  
|Net loss                                                                            |  |              |  |                            |   |       |                  |  |   | (7,886         | ) |  |                                    |        |   |                                              |    |       |                            |  |    |       |   |  |   | (7,886  | )
|Unrealized losses on securities, net of applicable income tax benefit of $1,229     |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | (2,283 | ) |  |   | (2,283  | )
|Change in minimum pension liability, net of applicable income tax benefit of ($105) |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | (195   | ) |  |   | (195    | )
|Unrealized foreign currency loss                                                    |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | 206    |   |  |   | 206     |  
|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  
|Comprehensive loss                                                                  |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   | (10,158 | )
|Treasury stock reissued                                                             |  |              |  |                            |   | (154   | )                |  |   |               |   |  |                                    | 352     |   |                                              |    |       |                            |  |    |       |   |  |   | 198     |  
|Stock subscription notes repaid                                                     |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    | 294    |                            |  |    |       |   |  |   | 294     |  
|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2004                                                        |  |              | 1 |                            |   | 37,127 |                  |  |   | 256,177        |   |  |                                    | (97,654 | ) |                                              |    | (3,018 | )                          |  |    | 1,889  |   |  |   | 194,522 |  
|Net income                                                                          |  |              |  |                            |   |       |                  |  |   | 3,468          |   |  |                                    |        |   |                                              |    |       |                            |  |    |       |   |  |   | 3,468   |  
|Unrealized gains on securities, net of applicable income tax benefit of $4,312      |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | (8,009 | ) |  |   | (8,009  | )
|Change in minimum pension liability, net of applicable income taxes of ($25)        |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | 47     |   |  |   | 47      |  
|Unrealized foreign currency loss                                                    |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | (195   | ) |  |   | (195    | )
|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  
|Comprehensive loss                                                                  |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   | (4,689  | )
|Treasury stock reissued                                                             |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    | 591     |   |                                              |    |       |                            |  |    |       |   |  |   | 591     |  
|Stock subscription notes repaid                                                     |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    | 369    |                            |  |    |       |   |  |   | 369     |  
|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2005                                                        |  |              | 1 |                            |   | 37,127 |                  |  | $ | 259,645        |   |  | ($                                 | 97,063  | ) |                                              | ($ | 2,649  | )                          |  | ($ | 6,268  | ) |  | $ | 190,793 |  
|Net Income                                                                          |  |              |  |                            |   |       |                  |  |   | 12,280         |   |  |                                    |        |   |                                              |    |       |                            |  |    |       |   |  |   | 12,280  |  
|Unrealized gains on securities, net of applicable income taxes of ($147)            |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | 274    |   |  |   | 274     |  
|Change in minimum pension liability, net of applicable income taxes of $96          |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | 179    |   |  |   | 179     |  
|Adjustment to adopt FAS 158, net of applicable income taxes of ($185)               |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    | 344    |   |  |   | 344     |  
|Unrealized foreign currency gain                                                    |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |        |   |                                              |    |       |                            |  |    | 189    |   |  |   | 189     |  
|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  
|Comprehensive gain                                                                  |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   | 13,266  |  
|Treasury stock reissued                                                             |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    | 1,785   |   |                                              |    |       |                            |  |    |       |   |  |   | 1,785   |  
|Stock subscription notes repaid                                                     |  |              |  |                            |   |       |                  |  |   |               |   |  |                                    |         |   |                                              |    | 800    |                            |  |    |       |   |  |   | 800     |  
|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2006                                                        |  |              | 1 |                            | $ | 37,127 |                  |  | $ | 271,925        |   |  | ($                                 | 95,278  | ) |                                              | ($ | 1,849  | )                          |  | ($ | 5,282  | ) |  | $ | 206,644 |  
|                                                                                    |  |              |   |                            |   |        |                  |  |   |                |   |  |                                    |         |   |                                              |    |        |                            |  |    |        |   |  |   |         |  



See accompanying notes to
Consolidated Financial Statements.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)



|                                                                                                   |  |            |         |   |      |   |          |      |  |   |          |  
|-------------------------------------------------------------------------------------------------- |  | ---------- | ------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|FOR THE YEARS ENDED DECEMBER 31,                                                                   |  | 2006       |         |   | 2005 |   |          | 2004 | 
|                                                                                                   |  | (Restated) |        
|OPERATING ACTIVITIES                                                                               |  |            |         |   |      |   |          |      |  |   |          |  
|Net income (loss)                                                                                  |  | $          | 12,280  |   |      | $ | 3,468    |      |  | $ | (7,886   | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |            |         |   |      |   |          |      |  |   |          |  
|Provisions for amortization and depreciation                                                       |  |            | 4,990   |   |      |   | 5,293    |      |  |   | 7,258    |  
|Provision for deferred federal income taxes                                                        |  |            | 6,076   |   |      |   | 2,024    |      |  |   | 8        |  
|Realized investment (gains) losses                                                                 |  |            | 493     |   |      |   | (4,018   | )    |  |   | (1,502   | )
|Changes in operating assets and liabilities:                                                       |  |            |         |   |      |   |          |      |  |   |          |  
|Accrued investment income                                                                          |  |            | 544     |   |      |   | (25      | )    |  |   | 1,677    |  
|Premiums receivable                                                                                |  |            | (7,105  | ) |      |   | 89,649   |      |  |   | (12,428  | )
|Reinsurance recoverable                                                                            |  |            | 10,369  |   |      |   | 141,587  |      |  |   | (45,691  | )
|Deferred policy acquisition costs                                                                  |  |            | (231    | ) |      |   | 1,943    |      |  |   | 353      |  
|Deferred federal income taxes                                                                      |  |            | 477     |   |      |   | (4,784   | )    |  |   | (4,737   | )
|Loss and loss adjustment expense reserves                                                          |  |            | (23,867 | ) |      |   | (209,432 | )    |  |   | (4,299   | )
|Unearned premiums                                                                                  |  |            | 110     |   |      |   | (2,106   | )    |  |   | (6,896   | )
|Amounts held for reinsurance                                                                       |  |            | (8,701  | ) |      |   | (55,501  | )    |  |   | 10,296   |  
|Other assets                                                                                       |  |            | (40     | ) |      |   | 6,372    |      |  |   | 1,794    |  
|Other liabilities                                                                                  |  |            | (2,048  | ) |      |   | (4,703   | )    |  |   | (1,050   | )
|                                                                                                   |  |            |         |   |      |   |          |      |  |   |          |  
|Net cash provided by (used in) operating activities                                                |  |            | 7,557   |   |      |   | (30,233  | )    |  |   | (63,103  | )
|                                                                                                   |  |            |        
|INVESTING ACTIVITIES                                                                               |  |            |         |   |      |   |          |      |  |   |          |  
|Purchasesfixed maturities                                                                         |  |            | (23,780 | ) |      |   | (118,532 | )    |  |   | (163,475 | )
|Salesfixed maturities                                                                             |  |            | 58,575  |   |      |   | 66,422   |      |  |   | 229,526  |  
|Maturitiesfixed maturities                                                                        |  |            | 32,190  |   |      |   | 31,171   |      |  |   | 25,288   |  
|Salesequities                                                                                     |  |            |        |   |      |   | 14,618   |      |  |   | 3,764    |  
|Sale of other invested assets                                                                      |  |            |        |   |      |   | 10,400   |      |  |   |         |  
|Purchases of furniture and equipment, net                                                          |  |            | (95     | ) |      |   | (413     | )    |  |   | (197     | )
|                                                                                                   |  |            |         |   |      |   |          |      |  |   |          |  
|Net cash provided by investing activities                                                          |  |            | 66,890  |   |      |   | 3,666    |      |  |   | 94,906   |  
|                                                                                                   |  |            |        
|FINANCING ACTIVITIES                                                                               |  |            |         |   |      |   |          |      |  |   |          |  
|Sale of treasury stock, net and repayment of stock subscription notes                              |  |            | 2,585   |   |      |   | 960      |      |  |   | 492      |  
|                                                                                                   |  |            |         |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                                          |  |            | 2,585   |   |      |   | 960      |      |  |   | 492      |  
|                                                                                                   |  |            |         |   |      |   |          |      |  |   |          |  
|Increase (decrease) in cash and cash equivalents                                                   |  |            | 77,032  |   |      |   | (25,607  | )    |  |   | 32,295   |  
|Cash and cash equivalents at beginning of year                                                     |  |            | 68,783  |   |      |   | 94,390   |      |  |   | 62,095   |  
|                                                                                                   |  |            |         |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of year                                                           |  | $          | 145,815 |   |      | $ | 68,783   |      |  | $ | 94,390   |  
|                                                                                                   |  |            |         |   |      |   |          |      |  |   |          |  



See accompanying notes to
Consolidated Financial Statements.





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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
1.    NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES



BASIS OF PRESENTATION

---



The accompanying consolidated financial statements include the accounts and operations of SCPIE Holdings Inc. (SCPIE Holdings) and its direct and indirect wholly owned subsidiaries, principally SCPIE Indemnity Company (SCPIE Indemnity),
American Healthcare Indemnity Company (AHI), American Healthcare Specialty Insurance Company (AHSIC), SCPIE Underwriting Limited (SUL) and SCPIE Management Company (SMC), collectively, the Company. Significant intercompany accounts and transactions
have been eliminated in consolidation.



The Company principally writes professional
liability insurance for physicians, oral and maxillofacial surgeons, and other healthcare providers in California and Delaware. Most of the Companys coverage is written on a claims-made and reported basis. This coverage is provided
only for claims that are first reported to the Company during the insureds coverage period and that arise from occurrences during the insureds coverage period. The Company also makes tail coverage available for purchase by
policyholders in order to cover claims that arise from occurrences during the insureds coverage period, but that are first reported to the Company after the insureds coverage period and during the term of the applicable tail coverage.



In 1998, the Company significantly expanded its healthcare liability insurance
operations outside of its core base in California. Because of significant underwriting losses in these non-core operations, the Company has withdrawn from all states other than California and Delaware and completely from the hospital business.



In 1999, the Company formed an assumed reinsurance division and rapidly expanded this
operation. In December 2002, the Company retroceded most of its assumed reinsurance business, as it no longer was considered part of the Companys core business, and the Company began refocusing on its core business of healthcare liability
insurance. This retrocession was placed with Rosemont Reinsurance Ltd. (Rosemont Re) formerly named GoshawK Reinsurance Limited, a subsidiary of GoshawK Insurance Holdings plc.



The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Actual results could differ from those estimates.



The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), which differ from statutory accounting practices prescribed or permitted by regulatory
authorities. The significant accounting policies followed by the Company that materially affect financial reporting are summarized below:



FOREIGN OPERATIONS

---



SUL, a corporate member of Lloyds of London (Lloyds), commenced operations in January 2001 as a capital provider to three underwriting syndicates. In 2003, the Company
provided Lloyds capital in support of one syndicate. No Lloyds syndicate was supported in 2004. SUL no longer has underwriting operations.



INVESTMENTS

---



Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as of each balance sheet date.



Available-for-saleAvailable-for-sale securities are stated at fair value,
with the unrealized gains and losses, net of tax, reported in other comprehensive income. The net carrying value of fixed-maturity investments classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to
maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is computed under the effective interest method and included in net investment income. Interest and dividends are recorded in net
investment income. Realized gains and losses, and declines in value judged to be other-than-temporary are recorded in realized investment gains (losses). The cost of securities sold is based on the specific identification method.



Investments in 20% to 50%-owned affiliates are accounted for on the equity method and
investments in less than 20% owned affiliates are accounted for on the cost method.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company has no securities classified as held to maturity or trading as defined in Financial Accounting
Standards Board Statement (FASB) No. 115, Accounting for Certain Investments in Debt and Equity Investments.



Cash and Cash EquivalentsShort-term investments are included in cash and cash equivalents and are carried at cost, which approximates fair value.



DEFERRED POLICY ACQUISITION COSTS

---



Costs of acquiring insurance business that vary with and are primarily related to the
production of such business are deferred and amortized ratably over the period the related premiums are recognized. Such costs include commissions, premium taxes and certain underwriting and policy issuance costs. Anticipated investment income is
considered in the determination of the recoverability of deferred policy acquisition costs.



|                             |  |              |        |   |      |   |        |      |  |   |        |  
|---------------------------- |  | ------------ | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                             |  | 2006         |        |   | 2005 |   |        | 2004 | 
|                             |  | In Thousands |       
|Balance at beginning of year |  | $            | 7,120  |   |      | $ | 9,063  |      |  | $ | 9,416  |  
|Costs deferred               |  |              | 3,677  |   |      |   | 6,348  |      |  |   | 8,243  |  
|Costs amortized              |  |              | (3,446 | ) |      |   | (8,291 | )    |  |   | (8,596 | )
|                             |  |              |        |   |      |   |        |      |  |   |        |  
|Balance at end of year       |  | $            | 7,351  |   |      | $ | 7,120  |      |  | $ | 9,063  |  
|                             |  |              |        |   |      |   |        |      |  |   |        |  



As the Company reduced its assumed reinsurance
operations the corresponding reduction in commission expense resulted in a decrease in acquisition costs during 2006 and 2005.



PREMIUMS

---



Premiums are recognized as earned on a pro rata basis over the terms of the respective policies.



RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

---



Reserves for losses and loss adjustment expenses (LAE) represent the estimated liability for reported
claims plus those incurred but not yet reported and the related estimated costs to adjust those claims. The reserve for losses and LAE is determined using case-basis evaluations, statistical analysis and reports from ceding entities and represents
estimates of the ultimate cost of all unpaid losses incurred through December 31 of each year. Although considerable variability is inherent in such estimates, management believes that the reserve for unpaid losses and related LAE is adequate.
The estimates are continually reviewed and adjusted as necessary; such adjustments are included in current operations and are accounted for as changes in estimates.



REINSURANCE

---



Prospective reinsurance premiums, losses and loss adjustment expenses are accounted for on bases consistent with those used in accounting for the
original policies issued and the terms of the reinsurance contracts.



PROPERTY AND
EQUIPMENT

---



Property and equipment
are recorded at cost and depreciated principally under the straight-line method over the useful life of the assets that range from five to seven years. Property and equipment consist of the following:



|                            |  |                |        |   |      |   |        |  
|--------------------------- |  | -------------- | ------ | - | ---- | - | ------ | -
|Year End December 31,       |  | 2006           |        |   | 2005 |  
|                            |  | (In Thousands) |       
|Leasehold improvements      |  | $              | 5,520  |   |      | $ | 5,489  |  
|Furniture and equipment     |  |                | 902    |   |      |   | 2,008  |  
|                            |  |                |        |   |      |   |        |  
|                            |  |                | 6,422  |   |      |   | 7,497  |  
|Accumulated depreciation    |  |                | (4,689 | ) |      |   | (5,048 | )
|                            |  |                |        |   |      |   |        |  
|Property and equipment, net |  | $              | 1,733  |   |      | $ | 2,449  |  
|                            |  |                |        |   |      |   |        |  



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



CREDIT RISK

---



Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of fixed-maturity investments.
Concentrations of credit risk with respect to fixed maturities are limited due to the large number of such investments and their distributions across many different industries and geographics.



Ceded reinsurance is placed with a number of individual companies and syndicates at Lloyds of
London to avoid concentration of credit risk. For the year ended December 31, 2006, approximately 21.6% of total reinsurance receivable were recoverable with reinsurance companies with an A.M. Best or Insurance Solvency International rating of
A or better including $4.5 million from Lloyds of London syndicates, and $4.4 million from Hannover Ruckversicherungs.



The Company has a reinsurance receivable as of December 31, 2006 of $32.1 million from Rosemont Re, a company currently in run-off. The receivable is fully collateralized by
funds held in trust for the benefit of the Company.



STOCK-BASED COMPENSATION

---



The Company has a stock-based employee and non-employee compensation plan more fully described in Note 9.



The Company accounts for stock options under the recognition and measurement principles of Financial Accounting Standard 123(R), issued December 16, 2004. Prior to the
adoption of FAS 123(R) on January 1, 2006, the Company accounted for stock options under SFAS 123 using the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations (collectively referred to as APB 25.)



NEW
ACCOUNTING STANDARDS

---



In June
2006, the FASB issued interpretation No.48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN
48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance in derecognition, measurement,
classification, interest and penalties, accounting for interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of January 1, 2007 and estimates
the cumulative effect of adopting FIN 48 to be minimal.



In May 2005, the FASB issued
Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections (SFAS No, 154). SFAS 154 establishes, unless impracticable, retrospective application as the required method for reporting a
change in accounting principle in the absence of explicit transition requirements specific to a newly adopted accounting principle. The statement is effective for the Company for all accounting changes and any error corrections occurring after
January 1, 2006.



There were no other accounting standards issued during 2006 that
are expected to have a material impact on the Companys consolidated financial statements.



RESTATEMENT and RECLASSIFICATIONS

---



The Company has restated its 2005 Statement of Cash Flows related to a source of cash. In 2005, a mortgage note on a building that had been sold in 2004 was repaid in full. In the 2005 Statement of Cash Flows, the Company had
included the receipt in operating activities. In preparing the 2006 statements, the Company has properly reflected the receipt as an investing activity in the 2005 Statement of Cash Flows.



Certain prior-year amounts have been reclassified to conform to the current-year presentation.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 2. INVESTMENTS



The Companys investments in available-for-sale securities are summarized as follows:



|                                 |  |                        |         |                        |   |                         |  |            |       |  |   |        
|-------------------------------- |  | ---------------------- | ------- | ---------------------- | - | ----------------------- |  | ---------- | ----- |  | - | -------
|                                 |  | COST OR AMORTIZED COST |         | GROSS UNREALIZED GAINS |   | GROSS UNREALIZED LOSSES |  | FAIR VALUE
|Year End December 31, 2006       |  | (In Thousands)        
|Fixed-maturity securities:       |  |                        |         |                        |   |                         |  |            |       |  |   |        
|Bonds:                           |  |                        |         |                        |   |                         |  |            |       |  |   |        
|U.S. government and agencies     |  | $                      | 176,032 |                        | $ | 224                     |  | $          | 2,936 |  | $ | 173,320
|Mortgage-backed and asset-backed |  |                        | 69,963  |                        |   | 40                      |  |            | 1,028 |  |   | 68,975 
|Corporate                        |  |                        | 151,558 |                        |   | 83                      |  |            | 3,982 |  |   | 147,659
|                                 |  |                        |         |                        |   |                         |  |            |       |  |   |        
|Total fixed-maturity securities  |  |                        | 397,553 |                        |   | 347                     |  |            | 7,946 |  |   | 389,954
|Common stocks                    |  |                        | 1,723   |                        |   | 311                     |  |            |      |  |   | 2,034  
|                                 |  |                        |         |                        |   |                         |  |            |       |  |   |        
|Total                            |  | $                      | 399,276 |                        | $ | 658                     |  | $          | 7,946 |  | $ | 391,988
|                                 |  |                        |         |                        |   |                         |  |            |       |  |   |        
|                                 | 
|Year End December 31, 2005       |  |                       
|Fixed-maturity securities:       |  |                        |         |                        |   |                         |  |            |       |  |   |        
|Bonds:                           |  |                        |         |                        |   |                         |  |            |       |  |   |        
|U.S. government and agencies     |  | $                      | 187,957 |                        | $ | 447                     |  | $          | 2,124 |  | $ | 186,280
|Mortgage-backed and asset-backed |  |                        | 87,294  |                        |   | 79                      |  |            | 1,907 |  |   | 85,466 
|Corporate                        |  |                        | 194,099 |                        |   | 266                     |  |            | 4,631 |  |   | 189,734
|                                 |  |                        |         |                        |   |                         |  |            |       |  |   |        
|Total fixed-maturity securities  |  |                        | 469,350 |                        |   | 792                     |  |            | 8,662 |  |   | 461,480
|Common stocks                    |  |                        | 1,934   |                        |   | 161                     |  |            |      |  |   | 2,095  
|                                 |  |                        |         |                        |   |                         |  |            |       |  |   |        
|Total                            |  | $                      | 471,284 |                        | $ | 953                     |  | $          | 8,662 |  | $ | 463,575
|                                 |  |                        |         |                        |   |                         |  |            |       |  |   |        



The fair values of fixed-maturity securities are
based on quoted market prices, where available. For fixed-maturity securities not actively traded, fair values are estimated using values obtained from independent pricing services. The fair values of equity securities are based on quoted market
prices.



The amortized cost and fair value of the Companys investments in
fixed-maturity securities at December 31, 2006, are summarized by stated maturities as follows:



|                                            |  |                |         |           |   |        
|------------------------------------------- |  | -------------- | ------- | --------- | - | -------
|                                            |  | AMORTIZEDCOST  |         | FAIRVALUE
|                                            |  | (In Thousands)
|Years to maturity:                          |  |                |         |           |   |        
|One or less                                 |  | $              | 50,932  |           | $ | 50,413 
|After one through five                      |  |                | 153,239 |           |   | 150,238
|After five through ten                      |  |                | 117,943 |           |   | 114,890
|After ten                                   |  |                | 5,476   |           |   | 5,438  
|Mortgage-backed and asset-backed securities |  |                | 69,963  |           |   | 68,975 
|                                            |  |                |         |           |   |        
|Totals                                      |  | $              | 397,553 |           | $ | 389,954
|                                            |  |                |         |           |   |        



The foregoing data is based on the stated
maturities of the securities. Actual maturities will differ for some securities because borrowers may have the right to call or prepay obligations.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Major categories of the Companys investment income are summarized as follows:



|                           |  |                |        |      |   |        |  |   |       
|-------------------------- |  | -------------- | ------ | ---- | - | ------ |  | - | ------
|YEAR ENDED DECEMBER 31,    |  | 2006           |        | 2005 |   | 2004  
|                           |  | (In Thousands)
|Fixed-maturity investments |  | $              | 18,003 |      | $ | 16,518 |  | $ | 20,196
|Other                      |  |                | 4,361  |      |   | 3,297  |  |   | 1,185 
|                           |  |                |        |      |   |        |  |   |       
|Total investment income    |  |                | 22,364 |      |   | 19,815 |  |   | 21,381
|Investment expenses        |  |                | 1,954  |      |   | 1,997  |  |   | 2,207 
|                           |  |                |        |      |   |        |  |   |       
|Net investment income      |  | $              | 20,410 |      | $ | 17,818 |  | $ | 19,174
|                           |  |                |        |      |   |        |  |   |       



Realized gains and losses from sales of
investments are summarized as follows:



|                                                          |  |                |      |   |      |   |        |      |  |   |        |  
|--------------------------------------------------------- |  | -------------- | ---- | - | ---- | - | ------ | ---- |  | - | ------ | -
|YEAR ENDED DECEMBER 31,                                   |  | 2006           |      |   | 2005 |   |        | 2004 | 
|                                                          |  | (In Thousands) |     
|Fixed-maturity investments:                               |  |                |      |   |      |   |        |      |  |   |        |  
|Gross realized gains                                      |  | $              | 145  |   |      | $ | 1,336  |      |  | $ | 4,061  |  
|Gross realized losses                                     |  |                | (638 | ) |      |   | (1,936 | )    |  |   | (3,038 | )
|                                                          |  |                |      |   |      |   |        |      |  |   |        |  
|Net realized (losses) gains on fixed-maturity investments |  |                | (493 | ) |      |   | (600   | )    |  |   | 1,023  |  
|Equity investmentsgross realized gains                   |  |                |     |   |      |   | 4,618  |      |  |   | 475    |  
|Net other gains                                           |  |                |     |   |      |   |       |      |  |   | 4      |  
|                                                          |  |                |      |   |      |   |        |      |  |   |        |  
|Total net realized gains (losses)                         |  | $              | (493 | ) |      | $ | 4,018  |      |  | $ | 1,502  |  
|                                                          |  |                |      |   |      |   |        |      |  |   |        |  



The change in the Companys unrealized
appreciation (depreciation) on fixed-maturity securities was $(0.3) million, $(8.4) million and $(2.8) million for the years ended December 31, 2006, 2005 and 2004 respectively; the corresponding amounts for equity securities were $0.1 million,
$(3.9) million, and $(0.7) million.



The Company monitors its investments closely. If an
unrealized loss is determined to be other than temporary, it is written off as a realized loss through the consolidated statements of income. The Companys assessment of other-than-temporary impairments is security-specific as of the balance
sheet date and considers various factors including the length of time and the extent to which the fair value has been lower than the cost, the financial condition and the near term prospects of the issuer, whether the debtor is current on its
contractually obligated interest and principal payments, and the Companys intent to hold the securities until they mature or recover their value.



The current unrealized losses in fixed maturity securities is considered to be interest rate related. All fixed maturity securities held by the Company have paid all scheduled
contracted obligations and the Company believes that each issuer has the ability to meet their remaining obligations related to the security. The Company has the ability and intent to hold these securities to maturity.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company held 106 investment positions with unrealized losses as of December 31, 2006. The Company held 100 securities that were in an
unrealized loss position for 12 months or more.



|                                 |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|-------------------------------- |  | --------------------- | --- | ----------------- | - | --------------------- |  | --------- | ----- | --------------------- | - | --------- |  | - | ----- |  | - | -------
|                                 |  | LESS THAN 12 MONTHS   |     | 12 MONTHS OR MORE |   | TOTAL                
|                                 |  | GROSSUNREALIZEDLOSSES |     | FAIRVALUE         |   | GROSSUNREALIZEDLOSSES |  | FAIRVALUE |       | GROSSUNREALIZEDLOSSES |   | FAIRVALUE
|                                 |  | (In Thousands)       
|Fixed-maturity securities:       |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|Bonds:                           |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|U.S. government and agencies     |  | $                     | 451 |                   | $ | 48,702                |  | $         | 2,485 |                       | $ | 106,057   |  | $ | 2,936 |  | $ | 154,759
|Mortgage-backed and asset-backed |  |                       | 37  |                   |   | 5,194                 |  |           | 991   |                       |   | 59,507    |  |   | 1,028 |  |   | 64,701 
|Corporate                        |  |                       | 99  |                   |   | 7,968                 |  |           | 3,883 |                       |   | 132,974   |  |   | 3,982 |  |   | 140,942
|                                 |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|Total                            |  | $                     | 587 |                   | $ | 61,864                |  | $         | 7,359 |                       | $ | 298,538   |  | $ | 7,946 |  | $ | 360,402
|                                 |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        



The Company held 125 investment positions with
unrealized losses as of December 31, 2005. All of the investments were investment grade and the unrealized losses were primarily due to interest rate fluctuations. The Company held 67 securities that were in an unrealized loss position for 12
months or more.



|                                 |  |                       |       |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|-------------------------------- |  | --------------------- | ----- | ----------------- | - | --------------------- |  | --------- | ----- | --------------------- | - | --------- |  | - | ----- |  | - | -------
|                                 |  | LESS THAN 12 MONTHS   |       | 12 MONTHS OR MORE |   | TOTAL                
|                                 |  | GROSSUNREALIZEDLOSSES |       | FAIRVALUE         |   | GROSSUNREALIZEDLOSSES |  | FAIRVALUE |       | GROSSUNREALIZEDLOSSES |   | FAIRVALUE
|                                 |  | (In Thousands)       
|Fixed-maturity securities:       |  |                       |       |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|Bonds:                           |  |                       |       |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|U.S. government and agencies     |  | $                     | 976   |                   | $ | 92,858                |  | $         | 1,148 |                       | $ | 61,492    |  | $ | 2,124 |  | $ | 154,350
|Mortgage-backed and asset-backed |  |                       | 36    |                   |   | 12,553                |  |           | 1,871 |                       |   | 67,876    |  |   | 1,907 |  |   | 80,429 
|Corporate                        |  |                       | 1,817 |                   |   | 104,892               |  |           | 2,814 |                       |   | 74,280    |  |   | 4,631 |  |   | 179,172
|                                 |  |                       |       |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|Total                            |  | $                     | 2,829 |                   | $ | 210,303               |  | $         | 5,833 |                       | $ | 203,648   |  | $ | 8,662 |  | $ | 413,951
|                                 |  |                       |       |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 3.    LOSSES AND LOSS ADJUSTMENT EXPENSES



The following table provides a reconciliation of the beginning and ending reserve balances, net of reinsurance recoverable, for 2006, 2005 and 2004.



|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | ---- |  | - | -------
|DECEMBER 31,                                                                                            |  | 2006           |         |   | 2005 |   |         | 2004
|                                                                                                        |  | (In Thousands)
|Reserves for losses and LAEat beginning of year                                                        |  | $              | 429,315 |   |      | $ | 638,747 |      |  | $ | 643,046
|Less reinsurance recoverablesat beginning of year                                                      |  |                | 45,535  |   |      |   | 183,623 |      |  |   | 108,891
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|Reserves for losses and LAE, net of related reinsurance recoverableat beginning of year                |  |                | 383,780 |   |      |   | 455,124 |      |  |   | 534,155
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|Provision for losses and LAE for claims occurring in the current year, net of reinsurance               |  |                | 109,343 |   |      |   | 113,128 |      |  |   | 123,027
|Increase (decrease) in estimated losses and LAE for claims occurring in prior years, net of reinsurance |  |                | (11,255 | ) |      |   | (1,972  | )    |  |   | 15,900 
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|Incurred losses during the year, net of reinsurance                                                     |  |                | 98,088  |   |      |   | 111,156 |      |  |   | 138,927
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|Deduct losses and LAE payments for claims, net of reinsurance, occurring during:                        |  |                |         |   |      |   |         |      |  |   |        
|Current year                                                                                            |  |                | 12,201  |   |      |   | 24,466  |      |  |   | 10,776 
|Prior years                                                                                             |  |                | 102,443 |   |      |   | 158,034 |      |  |   | 207,182
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|Total payments during the year, net of reinsurance                                                      |  |                | 114,644 |   |      |   | 182,500 |      |  |   | 217,958
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|Reserve for losses and LAE, net of related reinsurance recoverableat end of year                       |  |                | 367,224 |   |      |   | 383,780 |      |  |   | 455,124
|Reinsurance recoverable for losses and LAEat end of year                                               |  |                | 38,224  |   |      |   | 45,535  |      |  |   | 183,623
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        
|Reserves for losses and LAE, gross of reinsurance recoverableat end of year                            |  | $              | 405,448 |   |      | $ | 429,315 |      |  | $ | 638,747
|                                                                                                        |  |                |         |   |      |   |         |      |  |   |        



The decreases during 2006 and 2005 in estimated
losses and LAE occurring in prior years were primarily attributable to favorable loss experience in direct healthcare liability insurance due to the declining frequency in claims in both years and non-core direct healthcare liability insurance in
2005, partially offset by adverse experience in the assumed reinsurance business. The increase during 2004 was primarily attributable to the adverse loss experience in the assumed reinsurance and the non-core direct healthcare liability insurance
businesses.



The anticipated effect of inflation is implicitly considered when estimating
liabilities for losses and LAE. While anticipated price increases due to inflation are considered in estimating the ultimate claim costs, the increase in average severities of claims is caused by a number of factors that vary with the individual
type of insurance written. Future average severities are projected based on historical trends adjusted for implemented changes in underwriting standards, policy provisions, and general economic trends. Those anticipated trends are monitored based on
actual development and are modified if necessary.



NOTE 4.    REINSURANCE



Certain premiums and
benefits are ceded to other insurance companies under various reinsurance agreements. These reinsurance agreements provide the Company with increased capacity to write additional risks and maintain its exposure to loss within its capital resources.
Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. Some of these agreements include terms whereby the Company earns a profit-sharing commission if the
reinsurers experience is favorable.



Reinsurance contracts do not relieve the
Company from its obligations to policyholders. The failure of reinsurers to honor their obligations could result in losses to the Company; consequently, allowances are established for amounts deemed uncollectible. The Company evaluates the financial
condition and economic characteristics of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. The Company generally does not require collateral from its reinsurers that are licensed to assume such business.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The effect of reinsurance on premiums written and earned are as follows (in thousands):



|                        |  |         |         |        |   |         |      |   |         |   |  |         |         |        |  |   |         |  |   |        
|----------------------- |  | ------- | ------- | ------ | - | ------- | ---- | - | ------- | - |  | ------- | ------- | ------ |  | - | ------- |  | - | -------
|YEAR ENDED DECEMBER 31, |  | 2006    |         | 2005   |   |         | 2004
|                        |  | WRITTEN |         | EARNED |   | WRITTEN |      |   | EARNED  |   |  | WRITTEN |         | EARNED
|Direct                  |  | $       | 136,095 |        | $ | 135,985 |      | $ | 141,648 |   |  | $       | 142,348 |        |  | $ | 142,509 |  | $ | 137,154
|Assumed                 |  |         | 392     |        |   | 392     |      |   | (3,966  | ) |  |         | (1,380  | )      |  |   | 13,815  |  |   | 41,107 
|Ceded                   |  |         | 12,846  |        |   | 12,846  |      |   | 11,351  |   |  |         | 12,532  |        |  |   | 27,114  |  |   | 42,155 
|                        |  |         |         |        |   |         |      |   |         |   |  |         |         |        |  |   |         |  |   |        
|Net premiums            |  | $       | 123,641 |        | $ | 123,531 |      | $ | 126,331 |   |  | $       | 128,436 |        |  | $ | 129,210 |  | $ | 136,106
|                        |  |         |         |        |   |         |      |   |         |   |  |         |         |        |  |   |         |  |   |        



Reinsurance ceded reduced (increased) loss and
loss adjustment expenses incurred by $(2.8) million, $(15.0) million, and $42.9 million in 2006, 2005 and 2004, respectively. Reinsurance ceded also reduced loss and loss adjustment expense reserves by $38.2 million, $45.5 million, and $183.6
million in 2006, 2005 and 2004, respectively.



From 2002 through 2006 the Company has
reinsured losses above a retention of approximately $2.0 million to $20.0 million subject to an aggregate deductible of $3.0 million in each respective year for losses in excess of the Companys retention. For 2003 and 2002 the Company also
reinsured losses in excess of $20.0 million up to $50.0 million subject to 16% and 8% Company participation in these reinsurance layers, respectively. For 2001 and 2000 the Company reinsured losses above a $1.25 million and $2.0 million retention
respectively up to $70.0 million subject to a $3.0 million aggregate deductible for each year. Prior to 2000 the Company generally reinsured losses up to $20.0 million above a $1 million retention subject to a $1 million aggregate deductible.



In 1999, the Company formed an assumed reinsurance division and rapidly expanded this
operation. In December 2002, the Company retroceded most of its assumed reinsurance business, as it no longer was considered part of the Companys core business, and the Company began refocusing on its core business of healthcare liability
insurance. In December 2002, SCPIE Indemnity and its two wholly owned insurance subsidiaries, AHI and AHSIC, entered into a reinsurance agreement with Rosemont Re whereby they ceded the majority of the written and earned premium related to their
assumed reinsurance program after July 1, 2002. The Rosemont Re agreement covers the 2001 and 2002 underwriting years of the assumed business. Under the agreement, the reinsurer will reimburse the Companies for losses occurring after
June 30, 2002, on an unlimited basis and their direct acquisition costs. Losses related to premiums earned prior to July 1, 2002, remain the responsibility of the Company. This includes losses related to the World Trade Center terrorist
attack.



The Rosemont Re reinsurance agreement has both prospective and retroactive
elements as defined in FASB No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts. As such, any gains under the contract will be deferred and amortized to income based upon the expected recovery. No
gains are anticipated currently. Losses related to future earned premium ceded, as well as potential upward development on losses related to existing earned premium ceded after June 30, 2002, will ultimately determine whether a gain will be
recorded under the contract.



The reinsurance agreement requires funds to be held in
trust to collateralize Rosemont Re obligations under the agreement. As of December 31, 2006, the market value and assets held in the trust was $36.5 million. Further, the agreement contains a profit-sharing provision, which states that the
Company will receive 50% of the profits of the ceded reinsurance (not including any additional premium paid) when the combined ratio for the basic ceded is below 100%.



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 5.    INCOME TAXES



The components of the income tax expense (benefit) reported in the accompanying consolidated statements of operations are summarized as follows:



|                        |  |                |       |      |   |       |  |   |        |  
|----------------------- |  | -------------- | ----- | ---- | - | ----- |  | - | ------ | -
|YEAR ENDED DECEMBER 31, |  | 2006           |       | 2005 |   | 2004  | 
|                        |  | (In Thousands) |      
|Current                 |  | $              | 324   |      | $ |      |  | $ | (50    | )
|Deferred                |  |                | 5,752 |      |   | 2,024 |  |   | (3,942 | )
|State franchise tax     |  |                |      |      |   |      |  |   | 4,000  |  
|                        |  |                |       |      |   |       |  |   |        |  
|Total                   |  | $              | 6,076 |      | $ | 2,024 |  | $ | 8      |  
|                        |  |                |       |      |   |       |  |   |        |  



A reconciliation of income tax expense computed
at the federal statutory tax rate to total income tax expense is summarized as follows:



|                                             |  |                |       |   |      |   |       |  |   |        |  
|-------------------------------------------- |  | -------------- | ----- | - | ---- | - | ----- |  | - | ------ | -
|YEAR ENDED DECEMBER 31,                      |  | 2006           |       |   | 2005 |   | 2004  | 
|                                             |  | (In Thousands) |      
|Federal income tax expense (benefit) at 35%  |  | $              | 6,425 |   |      | $ | 1,922 |  | $ | (2,757 | )
|Increase (decrease) in taxes resulting from: |  |                |       |   |      |   |       |  |   |        |  
|State franchise tax (net of federal tax)     |  |                |      |   |      |   |      |  |   | 2,600  |  
|Other                                        |  |                | (349  | ) |      |   | 102   |  |   | 165    |  
|                                             |  |                |       |   |      |   |       |  |   |        |  
|Total federal income tax expense             |  | $              | 6,076 |   |      | $ | 2,024 |  | $ | 8      |  
|                                             |  |                |       |   |      |   |       |  |   |        |  



Deferred income taxes reflect the net tax effect
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets and liabilities are
summarized as follows:



|                                           |  |                |        |      |   |       
|------------------------------------------ |  | -------------- | ------ | ---- | - | ------
|DECEMBER 31,                               |  | 2006           |        | 2005
|                                           |  | (In Thousands)
|Deferred tax assets:                       |  |                |        |      |   |       
|Discounting of loss reserves               |  | $              | 13,621 |      | $ | 15,481
|Net operating loss carryforward            |  |                | 20,444 |      |   | 24,932
|AMT credit carryforward                    |  |                | 5,766  |      |   | 5,442 
|Unearned premium                           |  |                | 2,755  |      |   | 2,748 
|Unrealized investment losses               |  |                | 2,551  |      |   | 2,698 
|Deferred compensation and retirement plans |  |                | 2,038  |      |   | 2,338 
|Other                                      |  |                | 59     |      |   | 67    
|                                           |  |                |        |      |   |       
|Total deferred tax assets                  |  |                | 47,234 |      |   | 53,706
|Deferred tax liabilities:                  |  |                |        |      |   |       
|Deferred acquisition costs                 |  |                | 2,573  |      |   | 2,492 
|                                           |  |                |        |      |   |       
|Total deferred tax liabilities             |  |                | 2,573  |      |   | 2,492 
|                                           |  |                |        |      |   |       
|Net deferred tax assets                    |  | $              | 44,661 |      | $ | 51,214
|                                           |  |                |        |      |   |       



Net deferred income tax assets consist of the
net temporary differences created as a result of amounts deductible or revenue recognized in periods different for tax return purposes than for accounting purposes. These deferred income tax assets include an asset of $20.4 million for a net
operating loss carryforward that will begin expiring in 2021. A net operating loss carryforward is a tax loss that may be carried forward into future years. It reduces taxable income in future years and the tax liability that would otherwise be
incurred.



The Company believes it is more likely than not that the deferred income tax
assets will be realized through its future earnings. As a result, the Company has not recorded a valuation allowance. The Companys core operations have historically been



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



profitable on both a GAAP and tax basis. The losses incurred in 2001 to 2004 were primarily caused by losses in the non-core healthcare and assumed reinsurance
businesses. Since the core healthcare liability operation has improved over the past years and the non-core healthcare liability and assumed operations are now in run-off, the Company has returned to a position of taxable income, thus enabling it to
begin utilizing the net operating loss carryforward.



The Companys estimate of
future taxable income uses the same assumptions and projections as in its internal financial projections. These projections are subject to uncertainties primarily related to future underwriting results. If the Companys results are not as
profitable as expected, the Company may be required in future periods to record a valuation allowance for all or a portion of the deferred income tax assets. Any valuation allowance would reduce the Companys earnings.



NOTE 6.    STATUTORY ACCOUNTING PRACTICES



State insurance laws and regulations prescribe accounting practices for determining statutory net
income and equity for insurance companies. In addition, state regulators may permit statutory accounting practices that differ from prescribed practices. The statutory financial statements for the Companys insurance subsidiaries, are completed
in accordance with the National Association of Insurance Commissioners Accounting Practices and Procedures manual, (NAIC SAP). The NAIC SAP has been fully adopted by the Arkansas, California and Delaware Departments of Insurance. The principal
differences between financial statement net income and statutory net income are due to policy acquisition costs, which are deferred under GAAP but expensed for statutory purposes and deferred income taxes. Policyholders surplus and net income
for the Companys insurance subsidiaries, as determined in accordance with statutory accounting practices, are summarized as follows:



|                                               |  |                |         |      |   |         |  |   |         |  
|---------------------------------------------- |  | -------------- | ------- | ---- | - | ------- |  | - | ------- | -
|DECEMBER 31,                                   |  | 2006           |         | 2005 |   | 2004    | 
|                                               |  | (In Thousands) |        
|Statutory net income (loss) for the year ended |  | $              | 22,372  |      | $ | 8,935   |  | $ | (6,436  | )
|Statutory capital and surplus at year end      |  | $              | 164,414 |      | $ | 145,614 |  | $ | 136,536 |  



The Company was issued a permitted practice
letter by the California Department of Insurance that was in effect for the years ended December 31, 2005 and 2004 allowing the Company to admit, on a statutory basis, assets pledged by the insurance subsidiaries as security for the letter of credit
used to support the Lloyds capital requirement of SCPIE Underwriting Limited. The effect of treating the pledged assets as non-admitted as of December 31, 2005 and 2004 would have been to reduce statutory surplus of SCPIE Indemnity by
approximately $30.3 million as of both dates.



Generally, the capital and surplus of the
Companys insurance subsidiaries available for transfer to the parent company are limited to the amounts that the insurance subsidiaries capital and surplus, as determined in accordance with statutory accounting practices, exceed minimum
statutory capital requirements; however, payments of the amounts as dividends may be subject to approval by regulatory authorities. At December 31, 2006, the amount of dividends available to SCPIE Holdings from its insurance subsidiaries during
2007 not limited by such restrictions is approximately $22.4 million.



NOTE
7.    BENEFIT PLANS



The Company has 401(k) defined contribution,
supplemental executive retirement, and noncontributory defined benefit pension plans, which provide retirement benefits to its employees. Under the 401(k) plan, the Company contributes a 200% matching contribution based on the first 3% of
employees compensation plus a discretionary contribution of 1% of employees compensation.



Effective December 31, 2000, the Companys defined benefit pension plan was amended to freeze accrued benefits for all active participants. Participants in the defined benefit pension plan continue to accrue service
for vesting purposes only. Effective January 1, 2001, no future employees were eligible to participate in the plan.



In February 2004, the Company amended the supplemental executive retirement plan to freeze the benefits accrued to vested participants as of the date of the amendment and cease any
further vesting of benefits under the plan. There were four vested executives as of the date of the amendment.



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The net pension expense for these plans consists of the following components:



|                             |  |                |      |   |                  |   |      |      |  |   |      |   |  |      |     |   |      |   |     |   |  |   |    
|---------------------------- |  | -------------- | ---- | - | ---------------- | - | ---- | ---- |  | - | ---- | - |  | ---- | --- | - | ---- | - | --- | - |  | - | ---
|                             |  | Qualified Plan |      |   | SupplementalPlan
|YEAR ENDED DECEMBER 31,      |  | 2006           |      |   | 2005             |   |      | 2004 |  |   | 2006 |   |  | 2005 |     |   | 2004
|                             |  | (In Thousands)
|Service cost                 |  |                |     |   |                  |   |     |      |  |   |     |   |  |      |    |   |      |   |    |   |  | $ | 78 
|Interest cost                |  | $              | 293  |   |                  | $ | 284  |      |  | $ | 275  |   |  | $    | 164 |   |      | $ | 188 |   |  |   | 233
|Actual return on plan assets |  |                | (341 | ) |                  |   | (320 | )    |  |   | (294 | ) |  |      |    |   |      |   |    |   |  |   |   
|Amortization of:             |  |                |     |   |                  |   |     |      |  |   |     |   |  |      |    |   |      |   |    |   |  |   |   
|Transition asset             |  |                |     |   |                  |   |     |      |  |   | (4   | ) |  |      |    |   |      |   |    |   |  |   |   
|Prior service cost           |  |                |     |   |                  |   |     |      |  |   |     |   |  |      |    |   |      |   |    |   |  |   | 12 
|Actuarial loss               |  |                | 134  |   |                  |   | 114  |      |  |   | 95   |   |  |      | (44 | ) |      |   | (21 | ) |  |   | 10 
|                             |  |                |      |   |                  |   |      |      |  |   |      |   |  |      |     |   |      |   |     |   |  |   |    
|Net pension expense          |  | $              | 86   |   |                  | $ | 78   |      |  | $ | 72   |   |  | $    | 120 |   |      | $ | 167 |   |  | $ | 333
|                             |  |                |      |   |                  |   |      |      |  |   |      |   |  |      |     |   |      |   |     |   |  |   |    



Pension expense for all plans was $1.1, $1.1,
and $0.5 for the years ended December 31, 2006, 2005 and 2004, respectively.



The
following table sets forth the funding status of the plans:



|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|---------------------------------------------------------------------- |  | -------------- | ----- | - | ---------------- | - | ------ | ------------- |  | - | ---------------- | - |  | - | ------ | -
|                                                                       |  | QualifiedPlan  |       |   | SupplementalPlan |   |        | QualifiedPlan |  |   | SupplementalPlan |  
|DECEMBER 31,                                                           |  | 2006           |       |   | 2006             |   |        | 2005          |  |   | 2005             |  
|                                                                       |  | (In Thousands) |      
|Change in Benefit Obligation                                           |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Net benefit obligation at beginning of year                            |  | $              | 5,421 |   |                  | $ | 3,357  |               |  | $ | 5,072            |   |  | $ | 3,991  |  
|Interest cost                                                          |  |                | 293   |   |                  |   | 164    |               |  |   | 284              |   |  |   | 188    |  
|Actuarial loss (gain)                                                  |  |                | (29   | ) |                  |   | (241   | )             |  |   | 172              |   |  |   | (523   | )
|Gross benefits paid                                                    |  |                | (143  | ) |                  |   | (299   | )             |  |   | (107             | ) |  |   | (299   | )
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Net benefit obligation at end of year                                  |  | $              | 5,542 |   |                  | $ | 2,981  |               |  | $ | 5,421            |   |  | $ | 3,357  |  
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Change in Plan Assets                                                  |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Fair value of plan assets at beginning of year                         |  | $              | 4252  |   |                  | $ |       |               |  | $ | 4,055            |   |  | $ |       |  
|Actual return on plan assets                                           |  |                | 453   |   |                  |   |       |               |  |   | 281              |   |  |   |       |  
|Employer contributions                                                 |  |                | 131   |   |                  |   | 299    |               |  |   | 22               |   |  |   | 299    |  
|Gross benefits paid                                                    |  |                | (143  | ) |                  |   | (299   | )             |  |   | (107             | ) |  |   | (299   | )
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Fair value of plan assets at end of year                               |  | $              | 4,693 |   |                  | $ |       |               |  | $ | 4,251            |   |  | $ |       |  
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Funded status (underfunded)                                            |  | $              | (849  | ) |                  | $ | (2,981 | )             |  | $ | (1,170           | ) |  | $ | (3,357 | )
|Unrecognized actuarial loss (gain)                                     |  |                |      |   |                  |   |       |               |  |   | 1,739            |   |  |   | (332   | )
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Accrued pension expense                                                |  | $              | (849  | ) |                  | $ | (2,981 | )             |  | $ | 569              |   |  | $ | (3,689 | )
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Amounts recognized in the statement of financial position consists of: |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Accrued benefit liability                                              |  | $              | (849  | ) |                  | $ | (2,981 | )             |  | $ | (1,170           | ) |  | $ | (3,689 | )
|Accumulated other comprehensive income                                 |  |                |      |   |                  |   |       |               |  |   | 1,739            |   |  |   |       |  
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  
|Net amount recognized                                                  |  | $              | (849  | ) |                  | $ | (2,981 | )             |  | $ | 569              |   |  | $ | (3,689 | )
|                                                                       |  |                |       |   |                  |   |        |               |  |   |                  |   |  |   |        |  



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                               |  |                |   |  |                  |   |  |      |   |  |      |   |  |      |   |  |      |  
|------------------------------ |  | -------------- | - |  | ---------------- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                               |  | Qualified Plan |   |  | SupplementalPlan |  
|DECEMBER 31,                   |  | 2006           |   |  | 2005             |   |  | 2004 |   |  | 2006 |   |  | 2005 |   |  | 2004 |  
|Weighted-average assumptions   |  |                |   |  |                  |   |  |      |   |  |      |   |  |      |   |  |      |  
|Discount rate                  |  | 5.50           | % |  | 5.50             | % |  | 5.75 | % |  | 5.50 | % |  | 5.50 | % |  | 5.75 | %
|Expected return on plan assets |  | 8.0            | % |  | 8.0              | % |  | 8.0  | % |  | N/A  |   |  | N/A  |   |  | N/A  |  
|Rate of compensation increase  |  | N/A            |   |  | N/A              |   |  | N/A  |   |  | N/A  |   |  | N/A  |   |  | 5.0  | %



During 1999, the Company implemented the
Director and Senior Management Stock Purchase Plan. The directors and senior managers purchased a total of 145,000 shares of common stock under this plan. The eligible participants executed promissory stock subscription notes in the aggregate amount
of $4.1 million to fund this purchase. As of December 31, 2006, $2.2 million of the promissory stock subscription notes had been repaid.



The Companys Employee Stock Purchase Plan, effective January 1, 2000, offers eligible employees the opportunity to purchase shares of SCPIE Holdings Inc. common stock
through payroll deductions.



NOTE 8.    COMMITMENTS AND
CONTINGENCIES



In July 1998, the Company entered into a lease covering approximately
95,000 square feet of office space for the Company headquarters. The lease has escalating payments over a term of 10 years ending 2009 with options to renew for an additional 10 years. Occupancy expense for the years ended December 31, 2006,
2005 and 2004 was $3.2 million, $3.1 million, and $3.2 million, respectively. Future minimum payments under noncancelable operating leases with initial terms of one year or more consist of the following at December 31, 2006 (in thousands):



|                             |  |   |      
|---------------------------- |  | - | -----
|2007                         |  | $ | 2,706
|2008                         |  |   | 2,699
|2009                         |  |   | 243  
|2010                         |  |   | 55   
|                             |  |   |      
|Total minimum lease payments |  | $ | 5,703
|                             |  |   |      



The Company is named as a defendant in various
legal actions primarily arising from claims made under insurance policies and contracts. These actions are considered by the Company in estimating the loss and loss adjustment expense reserves. The Companys management believes that the
resolution of these actions will not have a material adverse effect on the Companys financial position or results of operations.



Highlands Insurance Group



The Company is obligated to assume certain policy obligations of Highlands Insurance Company (Highlands) in the event Highlands is declared insolvent by a court of competent jurisdiction and is unable to pay these obligations.
The coverages principally involve workers compensation, commercial automobile and general liability. Highlands currently is under the jurisdiction of the Texas District Court which appointed the Texas Insurance Commissioner as a permanent
Receiver of Highlands in November 2003. The Receiver, through a Special Deputy Receiver (SDR), continues to resolve Highlands claim liabilities and otherwise conduct its business as part of his efforts to rehabilitate Highlands. At
December 31, 2006, Highlands had established case loss reserves of $4.1 million, net of reinsurance, for the subject policies. Based on a limited review of the exposures remaining, the Company estimates that IBNR losses are $2.7 million, for a
total loss and LAE reserve of $6.8 million. This estimate is not based on a full reserve analysis of the exposures and is not recorded in the Companys reserves. If Highlands is declared insolvent and liquidated by court order, the Company
would likely be required to assume Highlands remaining obligations under the subject policies.



On July 24, 2006, the SDR filed an Application for Approval of Rehabilitation Plan with the Texas Court. Under the Plan, if approved, the SDR would continue to pay allowed policy claims (including those under the subject
policies), and then to pay



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other claims with any remaining funds. The Plan requires policyholders and others to submit claims in the proceeding and envisions claims would be resolved and paid
over a number of years. As long as the Rehabilitation Proceeding is in effect, there would be no liquidation of Highlands and, therefore, no obligation on the part of the Company under the subject policies. The Plan is subject to approval of the
Texas Court. Certain creditors have filed objections to aspects of the Plan and, in some cases, to the Plan in its entirety. An extended hearing is in progress on these objections.



Letters of Credit



The Company has a letter of credit facility in the amount of $50 million with Barclays Bank PLC. Letters of credit issued under the facility fulfill the collateral requirements of
Lloyds and guarantee loss reserves under certain other reinsurance contracts. As of December 31, 2006, letter of credit issuance under the facility was approximately $22.2 million. Securities of $24.4 million are pledged as collateral
under the facility.



At December 31, 2006, the Companys investments in
fixed-maturity securities with a fair value of $8.9 million were on deposit with state insurance departments to satisfy regulatory requirements.



NOTE 9.    STOCK-BASED COMPENSATION



The Company has a stock-based compensation plan, the 2003 Amended and Restated Equity Participation Plan of SCPIE Holdings Inc. (the Plan), which provides for grants of stock
options to key employees and non-employee directors, grants of restricted shares to non-employee directors, and stock appreciation rights (SARs) to key employees of the Company.



The aggregate number of options for common shares issued and issuable under the Plan is limited to 1,700,000. All options granted have 10-year terms
and vest over various future periods.



Effective January 1, 2006, the Company
adopted SFAS 123(R), Share-Based Payment which revised SFAS 123 Accounting for Stock Based Compensation and superseded APB 25 Accounting for Stock Issued to Employees.SFAS 123(R) requires
recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements based on the grant-date fair value of the award, recognized over the period the employee is required to perform services
in exchange for the award (presumptively the vesting period.)



The Company adopted SFAS
123(R) using the modified-prospective method. Under the modified-prospective method, prior periods are not restated. However, for awards granted prior to the date of adoption that are unvested on the adoption date, compensation cost is recognized
prospectively. In periods after adoption, compensation cost is recognized over the remaining service period related to the award, based on amounts previously reported in the pro forma disclosures required under SFAS 123. Compensation cost is also
recognized for awards granted after the effective adoption date based on the grant-date fair value of the award, calculated and recognized under the measurement provisions of SFAS 123(R).



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A summary of the Companys stock-option activity and related information follows:



|                                         |  |                   |  |                                 |       |                   |           |                                 |   |                   |  |                                 |  |   |      
|---------------------------------------- |  | ----------------- |  | ------------------------------- | ----- | ----------------- | --------- | ------------------------------- | - | ----------------- |  | ------------------------------- |  | - | -----
|                                         |  | 2006              |  | 2005                            |       | 2004             
|                                         |  | Number of Options |  | Weighted-Average Exercise Price |       | Number of Options |           | Weighted-Average Exercise Price |   | Number of Options |  | Weighted-Average Exercise Price
|Options outstanding at beginning of year |  | 892,034           |  | $                               | 13.69 |                   | 1,047,000 |                                 | $ | 14.13             |  | 1,044,667                       |  | $ | 14.20
|Granted during year                      |  |                  |  |                                 |      |                   | 50,000    |                                 | $ | 11.44             |  | 10,000                          |  | $ | 8.74 
|Exercised during year                    |  | 79,600            |  | $                               | 14.93 |                   | 43,000    |                                 | $ | 6.63              |  |                                |  |   |     
|Forfeited during year                    |  | 18,334            |  | $                               | 25.79 |                   | 161,966   |                                 | $ | 17.73             |  | 7,667                           |  | $ | 16.70
|                                         |  |                   |  |                                 |       |                   |           |                                 |   |                   |  |                                 |  |   |      
|Options outstanding at end of year       |  | 794,100           |  | $                               | 13.28 |                   | 892,034   |                                 | $ | 13.69             |  | 1,047,000                       |  | $ | 14.13
|                                         |  |                   |  |                                 |       |                   |           |                                 |   |                   |  |                                 |  |   |      



Information about stock options outstanding at
December 31, 2006, is summarized as follows:



|                                   |  |                     |  |                                             |  |                                 |       |                    |         |                                 |   |      
|---------------------------------- |  | ------------------- |  | ------------------------------------------- |  | ------------------------------- | ----- | ------------------ | ------- | ------------------------------- | - | -----
|                                   |  | Options Outstanding |  | Options Exercisable                        
|                                   |  | Number Outstanding  |  | Weighted-Average Remaining Contractual Life |  | Weighted-Average Exercise Price |       | Number Exercisable |         | Weighted-Average Exercise Price
|Range of Exercise Prices:          |  |                     |  |                                             |  |                                 |       |                    |         |                                 |   |      
|$ 5.10$12.90                      |  | 352,000             |  | 6.28                                        |  | $                               | 6.69  |                    | 326,995 |                                 | $ | 6.69 
|$12.91$24.25                      |  | 400,100             |  | 4.87                                        |  | $                               | 16.86 |                    | 400,100 |                                 | $ | 16.86
|$24.26$36.50                      |  | 42,000              |  | 1.54                                        |  | $                               | 34.50 |                    | 42,000  |                                 | $ | 34.50
|                                   |  |                     |  |                                             |  |                                 |       |                    |         |                                 |   |      
|Options outstanding at end of year |  | 794,100             |  | 5.38                                        |  | $                               | 13.28 |                    | 769,095 |                                 | $ | 13.35
|                                   |  |                     |  |                                             |  |                                 |       |                    |         |                                 |   |      



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



A summary of the Companys SARs activity and related information follows:



|                                      |  |                |  |                                 |      |                |        |                                 |   |                |  |                                 |  |   |     
|------------------------------------- |  | -------------- |  | ------------------------------- | ---- | -------------- | ------ | ------------------------------- | - | -------------- |  | ------------------------------- |  | - | ----
|                                      |  | 2006           |  | 2005                            |      | 2004          
|                                      |  | Number of SARs |  | Weighted-Average Exercise Price |      | Number of SARs |        | Weighted-Average Exercise Price |   | Number of SARs |  | Weighted-Average Exercise Price
|SARs outstanding at beginning of year |  | 21,663         |  | $                               | 5.95 |                | 65,833 |                                 | $ | 5.95           |  | 80,500                          |  | $ | 5.95
|Granted during year                   |  |               |  |                                 |     |                |       |                                 |   |               |  |                                |  |   |    
|Exercised during year                 |  | 21,663         |  | $                               | 5.95 |                | 42,336 |                                 | $ | 5.95           |  | 4,667                           |  | $ | 5.95
|Forfeited during year                 |  |               |  |                                 |     |                | 1,834  |                                 | $ | 5.95           |  | 10,000                          |  | $ | 5.95
|                                      |  |                |  |                                 |      |                |        |                                 |   |                |  |                                 |  |   |     
|SARs outstanding at end of year       |  | 0              |  |                                 |     |                | 21,663 |                                 | $ | 5.95           |  | 65,833                          |  | $ | 5.95
|                                      |  |                |  |                                 |      |                |        |                                 |   |                |  |                                 |  |   |     



The Company expensed as compensation $0.1
million, $0.5 million, and $0.1 million for SARs in 2006, 2005 and 2004, respectively.



Non-employee directors of the Company receive a grant of 2,000 restricted shares each year as part of their compensation. The restricted share grants vest on the one-year anniversary of the grant. In 2006, 2005 and 2004, the Company
issued 20,000, 20,000 and 20,000 restricted share grants to non-employee directors and expensed as compensation $0.4 million, $0.3 million, and $0.2 million respectively.



Prior to the adoption of SFAS 123(R) the Company applied the intrinsic-value provisions set forth in APB No. 25 and related interpretations as
permitted by SFAS 123. Accordingly, no compensation expense was recognized for option grants in prior periods since the exercise price of options granted equaled the fair market value of the Companys common stock on the date of grant.
Stock-based compensation expense recorded in accordance with SFAS 123(R) decreased earnings for the year ended December 31, 2006 by $112,000, after tax.



No restatement of prior periods is required when SFAS 123(R) is adopted using the modified-prospective transaction method. SFAS 123(R) does, however, require disclosure of the
effect that applying the fair value recognition provisions of SFAS 123 would have had on prior periods. The following table provides the required disclosure.



|                                                                                                                                           |  |      |       |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ----- | - | ---- | - | ------ | -
|                                                                                                                                           |  | 2005 |       |   | 2004 |  
|Net income (loss) as reported                                                                                                              |  | $    | 3,468 |   |      | $ | (7,886 | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards net of related tax
effects |  |      | (296  | ) |      |   | (634   | )
|                                                                                                                                           |  |      |       |   |      |   |        |  
|Pro forma net income (loss)                                                                                                                |  | $    | 3,172 |   |      | $ | (8,520 | )
|                                                                                                                                           |  |      |       |   |      |   |        |  
|                                                                                                                                           |  |     
|Income (Loss) per share                                                                                                                    |  |      |       |   |      |   |        |  
|Basicas reported                                                                                                                         |  | $    | 0.37  |   |      | $ | (0.84  | )
|Basicproforma                                                                                                                            |  | $    | 0.34  |   |      | $ | (0.90  | )
|                                                                                                                                           |  |     
|Dilutedas reported                                                                                                                       |  | $    | 0.36  |   |      | $ | (0.84  | )
|Dilutedproforma                                                                                                                          |  | $    | 0.33  |   |      | $ | (0.90  | )



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



For pro forma disclosure purposes, the fair value of stock options was estimated at each date of grant using a Black-Scholes option pricing model
using the following assumptions: Risk-free interest rates ranging from 3.5% to 6.1%; dividend yields ranging from 0.66% to 1.14%; volatility factors of the expected market price of the Companys common stock ranging from .273 to .871; and a
weighted average expected life of the options ranging from three to five years.



In
managements opinion, existing stock option valuation models do not provide an entirely reliable measure of the fair value of nontransferable employee stock options with vesting restrictions.



NOTE 10.    EARNINGS PER SHARE OF COMMON STOCK



The following table sets forth the computation of basic and diluted earnings per share as of and for
the years ended:



|                                                                                                        |  |      |        |      |   |       |  |   |        |  
|------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ----- |  | - | ------ | -
|DECEMBER 31,                                                                                            |  | 2006 |        | 2005 |   | 2004  | 
|Numerator:                                                                                              |  |      |        |      |   |       |  |   |        |  
|Net income (loss)                                                                                       |  | $    | 12,280 |      | $ | 3,468 |  | $ | (7,886 | )
|Numerator for:                                                                                          |  |      |        |      |   |       |  |   |        |  
|Basic income (loss) per share of common stock                                                           |  | $    | 12,280 |      | $ | 3,468 |  | $ | (7,886 | )
|Diluted income (loss) per share of common stock                                                         |  | $    | 12,280 |      | $ | 3,468 |  | $ | (7,886 | )
|Denominator:                                                                                            |  |      |        |      |   |       |  |   |        |  
|Denominator for basic earnings per share of common stock weighted-average shares outstanding           |  |      | 9,525  |      |   | 9,455 |  |   | 9,388  |  
|Effect of dilutive securities:                                                                          |  |      |        |      |   |       |  |   |        |  
|Stock options                                                                                           |  |      | 132    |      |   | 94    |  |   |       |  
|                                                                                                        |  |      |        |      |   |       |  |   |        |  
|Denominator for diluted earnings per share of common stock adjustedweighted-average shares outstanding |  |      | 9,657  |      |   | 9,549 |  |   | 9,388  |  
|                                                                                                        |  |      |        |      |   |       |  |   |        |  
|Basic income (loss) per share of common stock                                                           |  | $    | 1.29   |      | $ | 0.37  |  | $ | (0.84  | )
|                                                                                                        |  |      |        |      |   |       |  |   |        |  
|Diluted income (loss) per share of common stock                                                         |  | $    | 1.27   |      | $ | 0.36  |  | $ | (0.84  | )
|                                                                                                        |  |      |        |      |   |       |  |   |        |  



For the year ended December 31, 2004 no
incremental shares related to stock options are included in the diluted number of shares outstanding as the impact would have been antidilutive.



NOTE 11.    QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)



The unaudited quarterly results of operations for 2006 and 2005 are summarized as follows:



|                                                  |  |                                       |        |   |      |   |        |     |  |   |        |   |  |     |        |     |  |   |        |  |   |        |   |  |   |        |   |  |   |       
|------------------------------------------------- |  | ------------------------------------- | ------ | - | ---- | - | ------ | --- |  | - | ------ | - |  | --- | ------ | --- |  | - | ------ |  | - | ------ | - |  | - | ------ | - |  | - | ------
|                                                  |  | 2006                                  |        |   | 2005
|                                                  |  | 1st                                   |        |   | 2nd  |   |        | 3rd |  |   | 4th    |   |  | 1st |        | 2nd |  |   | 3rd    |  |   | 4th   
|                                                  |  | (In Thousands, Except Per-Share Data)
|Premiums earned and other revenues                |  | $                                     | 31,683 |   |      | $ | 31,458 |     |  | $ | 30,122 |   |  | $   | 30,729 |     |  | $ | 32,700 |  | $ | 32,511 |   |  | $ | 32,719 |   |  | $ | 31,689
|Net investment income                             |  |                                       | 5,013  |   |      |   | 5,198  |     |  |   | 5,265  |   |  |     | 4,934  |     |  |   | 4,667  |  |   | 4,132  |   |  |   | 4,556  |   |  |   | 4,463 
|Realized investment gains (losses)                |  |                                       | (111   | ) |      |   | (53    | )   |  |   | (259   | ) |  |     | (70    | )   |  |   | 16     |  |   | (10    | ) |  |   | (264   | ) |  |   | 4,276 
|Net income (loss)                                 |  |                                       | 2,378  |   |      |   | 2,636  |     |  |   | 3,283  |   |  |     | 3,983  |     |  |   | 1,671  |  |   | 1,705  |   |  |   | (3,122 | ) |  |   | 3,214 
|Basic earnings (loss) per share of common stock   |  | $                                     | 0.25   |   |      | $ | 0.28   |     |  | $ | 0.35   |   |  | $   | 0.42   |     |  | $ | 0.18   |  | $ | 0.18   |   |  | $ | (0.33  | ) |  | $ | 0.34  
|Diluted earnings (loss) per share of common stock |  | $                                     | 0.25   |   |      | $ | 0.27   |     |  | $ | 0.34   |   |  | $   | 0.41   |     |  | $ | 0.18   |  | $ | 0.18   |   |  | $ | (0.33  | ) |  | $ | 0.33  



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 12.    BUSINESS SEGMENTS



The Company classifies its business into two segments: Direct Healthcare Liability Insurance and Assumed Reinsurance. Segments are designated based on the types of products
provided and based on the risks associated with the products. Direct healthcare liability insurance represents professional liability insurance for physicians, oral and maxillofacial surgeons, and dentists, healthcare facilities and other healthcare
providers. Assumed Reinsurance represents the book of assumed worldwide reinsurance of professional, commercial and personal liability coverages, commercial and residential property risks and accident and health, workers compensation and
marine coverages. Other includes items not directly related to the operating segments such as net investment income, realized investment gains and losses, and other revenue.



The accounting policies of the segments are the same as those described in Note 1. The Company evaluates insurance segment performance based on the
combined ratios of the segments. Intersegment transactions are not significant.



The
following tables present information about reportable segment income (loss) and segment assets as of and for the periods indicated:



|                                          |  |                                       |         |                     |   |         |       |  |   |         |   |  |   |         |  
|----------------------------------------- |  | ------------------------------------- | ------- | ------------------- | - | ------- | ----- |  | - | ------- | - |  | - | ------- | -
|Year Ended December 31, 2006              |  | Direct Healthcare Liability Insurance |         | Assumed Reinsurance |   |         | Other |  |   | Total   |  
|                                          |  | (In Thousands)                        |        
|Premiums written                          |  | $                                     | 123,280 |                     | $ | 361     |       |  |   |         |   |  | $ | 123,641 |  
|                                          |  |                                       |         |                     |   |         |       |  |   |         |   |  |   |         |  
|Premiums earned                           |  | $                                     | 123,170 |                     | $ | 361     |       |  |   |         |   |  | $ | 123,531 |  
|Net investment income                     |  |                                       |        |                     |   |        |       |  | $ | 20,410  |   |  |   | 20,410  |  
|Realized investment gains                 |  |                                       |        |                     |   |        |       |  |   | (493    | ) |  |   | (493    | )
|Other revenue                             |  |                                       |        |                     |   |        |       |  |   | 461     |   |  |   | 461     |  
|                                          |  |                                       |         |                     |   |         |       |  |   |         |   |  |   |         |  
|Total revenues                            |  |                                       | 123,170 |                     |   | 361     |       |  |   | 20,378  |   |  |   | 143,909 |  
|Losses and loss adjustment expenses       |  |                                       | 86,928  |                     |   | 11,160  |       |  |   |         |   |  |   | 98,088  |  
|Other operating expenses                  |  |                                       | 25,479  |                     |   | 377     |       |  |   | 1,609   |   |  |   | 27,465  |  
|                                          |  |                                       |         |                     |   |         |       |  |   |         |   |  |   |         |  
|Total expenses                            |  |                                       | 112,407 |                     |   | 11,537  |       |  |   | 1,609   |   |  |   | 125,553 |  
|                                          |  |                                       |         |                     |   |         |       |  |   |         |   |  |   |         |  
|Segment income (loss) before income taxes |  | $                                     | 10,763  |                     | $ | (11,176 | )     |  | $ | 18,769  |   |  | $ | 18,356  |  
|                                          |  |                                       |         |                     |   |         |       |  |   |         |   |  |   |         |  
|Segment assets                            |  | $                                     | 25,806  |                     | $ | 62,895  |       |  | $ | 596,808 |   |  | $ | 685,509 |  



|                                          |  |                                       |         |                     |   |         |       |  |       |         |  |   |        
|----------------------------------------- |  | ------------------------------------- | ------- | ------------------- | - | ------- | ----- |  | ----- | ------- |  | - | -------
|                                          |  |                                       |         |                    
|Year Ended December 31, 2005              |  | Direct Healthcare Liability Insurance |         | Assumed Reinsurance |   |         | Other |  | Total
|                                          |  | (In Thousands)                       
|Premiums written                          |  | $                                     | 127,249 |                     | $ | (918    | )     |  |       |         |  | $ | 126,331
|                                          |  |                                       |         |                     |   |         |       |  |       |         |  |   |        
|Premiums earned                           |  | $                                     | 127,949 |                     | $ | 487     |       |  |       |         |  | $ | 128,436
|Net investment income                     |  |                                       |        |                     |   |        |       |  | $     | 17,818  |  |   | 17,818 
|Realized investment gains                 |  |                                       |        |                     |   |        |       |  |       | 4,018   |  |   | 4,018  
|Other revenue                             |  |                                       |        |                     |   |        |       |  |       | 1,183   |  |   | 1,183  
|                                          |  |                                       |         |                     |   |         |       |  |       |         |  |   |        
|Total revenues                            |  | $                                     | 127,949 |                     |   | 487     |       |  |       | 23,019  |  |   | 151,455
|Losses and loss adjustment expenses       |  |                                       | 88,166  |                     |   | 22,990  |       |  |       |        |  |   | 111,156
|Other operating expenses                  |  |                                       | 25,978  |                     |   | 8,829   |       |  |       |        |  |   | 34,807 
|                                          |  |                                       |         |                     |   |         |       |  |       |         |  |   |        
|Total expenses                            |  |                                       | 114,144 |                     |   | 31,819  |       |  |       |        |  |   | 145,963
|                                          |  |                                       |         |                     |   |         |       |  |       |         |  |   |        
|Segment income (loss) before income taxes |  | $                                     | 13,805  |                     | $ | (31,332 | )     |  | $     | 23,019  |  | $ | 5,492  
|                                          |  |                                       |         |                     |   |         |       |  |       |         |  |   |        
|Segment assets                            |  | $                                     | 29,184  |                     | $ | 76,760  |       |  | $     | 598,220 |  | $ | 704,164



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SCPIE HOLDINGS INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                          |  |                                      |         |   |                    |   |         |       |  |       |         |  |   |         |  
|----------------------------------------- |  | ------------------------------------ | ------- | - | ------------------ | - | ------- | ----- |  | ----- | ------- |  | - | ------- | -
|Year Ended December 31, 2004              |  | Direct HealthcareLiability Insurance |         |   | AssumedReinsurance |   |         | Other |  | Total |        
|                                          |  | (In Thousands)                       |        
|Premiums written                          |  | $                                    | 126,834 |   |                    | $ | 2,376   |       |  |       |         |  | $ | 129,210 |  
|                                          |  |                                      |         |   |                    |   |         |       |  |       |         |  |   |         |  
|Premiums earned                           |  | $                                    | 121,478 |   |                    | $ | 14,628  |       |  |       |         |  | $ | 136,106 |  
|Net investment income                     |  |                                      |        |   |                    |   |        |       |  | $     | 19,174  |  |   | 19,174  |  
|Realized investment gains                 |  |                                      |        |   |                    |   |        |       |  |       | 1,502   |  |   | 1,502   |  
|Other revenue                             |  |                                      |        |   |                    |   |        |       |  |       | 540     |  |   | 540     |  
|                                          |  |                                      |         |   |                    |   |         |       |  |       |         |  |   |         |  
|Total revenues                            |  |                                      | 121,478 |   |                    |   | 14,628  |       |  |       | 21,216  |  |   | 157,322 |  
|Losses and loss adjustment expenses       |  |                                      | 110,590 |   |                    |   | 28,337  |       |  |       |        |  |   | 138,927 |  
|Other operating expenses                  |  |                                      | 26,134  |   |                    |   | 139     |       |  |       |        |  |   | 26,273  |  
|                                          |  |                                      |         |   |                    |   |         |       |  |       |         |  |   |         |  
|Total expenses                            |  |                                      | 136,724 |   |                    |   | 28,476  |       |  |       |        |  |   | 165,200 |  
|                                          |  |                                      |         |   |                    |   |         |       |  |       |         |  |   |         |  
|Segment income (loss) before income taxes |  | $                                    | (15,246 | ) |                    | $ | (13,848 | )     |  | $     | 21,216  |  | $ | (7,878  | )
|                                          |  |                                      |         |   |                    |   |         |       |  |       |         |  |   |         |  
|Segment assets                            |  | $                                    | 142,270 |   |                    | $ | 196,853 |       |  | $     | 640,512 |  | $ | 979,635 |  



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Schedule IICondensed Financial Information of Registrant



SCPIE HOLDINGS INC.



CONDENSED BALANCE
SHEETS

(In Thousands, Except Share Data)



|                                                                                                                                                             |  |      |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|DECEMBER 31,                                                                                                                                                 |  | 2006 |         |   | 2005 |  
|ASSETS                                                                                                                                                       |  |      |         |   |      |   |         |  
|Securities available for sale:                                                                                                                               |  |      |         |   |      |   |         |  
|Equity investments, at fair value                                                                                                                            |  | $    | 1,119   |   |      | $ | 1,330   |  
|Cash and cash equivalents                                                                                                                                    |  |      | 5,620   |   |      |   | 3,350   |  
|Investment in subsidiaries                                                                                                                                   |  |      | 197,662 |   |      |   | 177,634 |  
|                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total investments                                                                                                                                            |  |      | 204,401 |   |      |   | 182,314 |  
|Deferred federal income taxes                                                                                                                                |  |      | 146     |   |      |   | 3,947   |  
|Other assets                                                                                                                                                 |  |      | 3,992   |   |      |   | 4,532   |  
|                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total assets                                                                                                                                                 |  | $    | 208,539 |   |      | $ | 190,793 |  
|                                                                                                                                                             |  |      |         |   |      |   |         |  
|LIABILITIES                                                                                                                                                  |  |      |         |   |      |   |         |  
|Other liabilities                                                                                                                                            |  | $    | 1,895   |   |      | $ |        |  
|                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total liabilities                                                                                                                                            |  |      | 1,895   |   |      |   |        |  
|Stockholders equity:                                                                                                                                        |  |      |         |   |      |   |         |  
|Preferred stockpar value $1.00, 5,000,000 shares authorized, no shares issued or outstanding                                                                |  |      |         |   |      |   |         |  
|Common stockpar value $0.0001, 30,000,000 shares authorized, 12,792,091 shares issued, 20069,553,906 shares outstanding; 20059,516,916
shares outstanding |  |      | 1       |   |      |   | 1       |  
|Additional paid-in capital                                                                                                                                   |  |      | 37,127  |   |      |   | 37,127  |  
|Retained earnings                                                                                                                                            |  |      | 271,925 |   |      |   | 259,645 |  
|Treasury stock at cost (20062,738,185 shares and 20052,775,175 shares)                                                                                     |  |      | (95,278 | ) |      |   | (97,063 | )
|Stock subscription notes receivable                                                                                                                          |  |      | (1,849  | ) |      |   | (2,649  | )
|Accumulated other comprehensive loss                                                                                                                         |  |      | (5,282  | ) |      |   | (6,268  | )
|                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total stockholders equity                                                                                                                                   |  |      | 206,644 |   |      |   | 190,793 |  
|                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total liabilities and stockholders equity                                                                                                                   |  | $    | 208,539 |   |      | $ | 190,793 |  
|                                                                                                                                                             |  |      |         |   |      |   |         |  





See accompanying notes to Condensed Financial Statements.



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Schedule IICondensed Financial Information of Registrant (continued)



SCPIE HOLDINGS INC.



CONDENSED STATEMENTS OF OPERATIONS

(In Thousands)



|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|--------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|FOR THE YEARS ENDED DECEMBER 31,                                                  |  | 2006 |        |   | 2005 |   |        | 2004 | 
|Net investment income                                                             |  | $    | 82     |   |      | $ | 166    |      |  | $ | 108    |  
|Dividend from subsidiary                                                          |  |      | 3,000  |   |      |   |        |      |  |   |        |  
|Other expenses                                                                    |  |      | (3,354 | ) |      |   | (1,803 | )    |  |   | (1,669 | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Loss before federal income tax expense and equity income (losses) of subsidiaries |  |      | (272   | ) |      |   | (1,637 | )    |  |   | (1,561 | )
|Federal income tax expense                                                        |  |      | 6,075  |   |      |   | 2,020  |      |  |   | 6      |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Loss before equity in income (losses) of subsidiaries                             |  |      | (6,347 | ) |      |   | (3,657 | )    |  |   | (1,567 | )
|Equity income (losses) of subsidiaries                                            |  |      | 18,627 |   |      |   | 7,125  |      |  |   | (6,319 | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Net income (loss)                                                                 |  | $    | 12,280 |   |      | $ | 3,468  |      |  | $ | (7,886 | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  







See accompanying notes to Condensed Financial Statements.



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Schedule IICondensed Financial Information of Registrant (continued)



SCPIE HOLDINGS INC.



CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)



|                                                                                     |  |      |         |   |      |   |        |      |  |   |        |  
|------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|FOR THE YEARS ENDED DECEMBER 31,                                                     |  | 2006 |         |   | 2005 |   |        | 2004 | 
|OPERATING ACTIVITIES                                                                 |  |      |         |   |      |   |        |      |  |   |        |  
|Net income (loss)                                                                    |  | $    | 12,280  |   |      | $ | 3,468  |      |  | $ | (7,886 | )
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |      |         |   |      |   |        |      |  |   |        |  
|Due to affiliates                                                                    |  |      |        |   |      |   |       |      |  |   | (527   | )
|Changes in other assets and liabilities                                              |  |      | 5,821   |   |      |   | (2,109 | )    |  |   | (282   | )
|Equity in undistributed (income)/loss of subsidiaries                                |  |      | (18,627 | ) |      |   | (7,125 | )    |  |   | 6,319  |  
|                                                                                     |  |      |         |   |      |   |        |      |  |   |        |  
|Net cash used in operating activities                                                |  |      | (526    | ) |      |   | (5,766 | )    |  |   | (2,376 | )
|                                                                                     |  |      |        
|INVESTING ACTIVITIES                                                                 |  |      |         |   |      |   |        |      |  |   |        |  
|Salesequities                                                                       |  |      | 211     |   |      |   | 166    |      |  |   | 375    |  
|                                                                                     |  |      |         |   |      |   |        |      |  |   |        |  
|Cash provided by investing activities                                                |  |      | 211     |   |      |   | 166    |      |  |   | 375    |  
|                                                                                     |  |      |        
|FINANCING ACTIVITIES                                                                 |  |      |         |   |      |   |        |      |  |   |        |  
|Purchase of treasury stock, net and repayment of stock subscription notes            |  |      | 2,585   |   |      |   | 960    |      |  |   | 492    |  
|                                                                                     |  |      |         |   |      |   |        |      |  |   |        |  
|Cash provided by financing activities                                                |  |      | 2,585   |   |      |   | 960    |      |  |   | 492    |  
|                                                                                     |  |      |         |   |      |   |        |      |  |   |        |  
|Increase (decrease) in cash and cash equivalents                                     |  |      | 2,270   |   |      |   | (4,640 | )    |  |   | (1,509 | )
|Cash and cash equivalents at beginning of period                                     |  |      | 3,350   |   |      |   | 7,990  |      |  |   | 9,499  |  
|                                                                                     |  |      |         |   |      |   |        |      |  |   |        |  
|Cash and cash equivalents at end of period                                           |  | $    | 5,620   |   |      | $ | 3,350  |      |  | $ | 7,990  |  
|                                                                                     |  |      |         |   |      |   |        |      |  |   |        |  





See accompanying notes to Condensed Financial Statements.



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Schedule IICondensed Financial Information of Registrant (continued)



SCPIE HOLDINGS INC.



NOTES TO CONDENSED FINANCIAL STATEMENTS

December 31, 2006



1. BASIS OF PRESENTATION



In the SCPIE Holdings Inc. condensed financial statements, investments in subsidiaries are stated at cost plus equity in undistributed earnings of subsidiaries since date of acquisition. The SCPIE Holdings Inc. condensed
financial statements should be read in conjunction with its consolidated financial statements.



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Schedule IIISupplementary Insurance Information



SCPIE Holdings Inc. and Subsidiaries



|                             |  |                |  | 
|---------------------------- |  | -------------- |  | 
|Year Ended December 31, 2006 |  | (In Thousands) |  | 

---



|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |                 |  |   |     |  |   |        |  |   |        
|------------------------------------- |  | ------------------------------- | ----- | ----------------------------------------------------- | - | ---------------- |  | -------------- | ------ | ------------------- | - | -------------------------------------------- |  | ----------------------------------------------- | ------ | ---------------------- | - | --------------- |  | - | --- |  | - | ------ |  | - | -------
|Segments                              |  | Deferred PolicyAcquisition Cost |       | Future PolicyBenefits, Losses,Claims and LossExpenses |   | UnearnedPremiums |  | PremiumsEarned |        | NetInvestmentIncome |   | Benefits,Claims,Losses andSettlementExpenses |  | Amortization ofDeferred PolicyAcquisition Costs |        | OtherOperatingExpenses |   | PremiumsWritten
|Direct Healthcare Liability Insurance |  | $                               | 7,351 |                                                       | $ | 323,073          |  | $              | 41,815 |                     | $ | 123,170                                      |  |                                                 |       |                        | $ | 86,928          |  | $ | 231 |  | $ | 25,248 |  | $ | 123,280
|Assumed Reinsurance (1)               |  |                                 |      |                                                       |   | 82,375           |  |                |       |                     |   | 361                                          |  |                                                 |       |                        |   | 11,160          |  |   |    |  |   | 377    |  |   | 361    
|Other                                 |  |                                 |      |                                                       |   |                 |  |                |       |                     |   |                                             |  | $                                               | 20,410 |                        |   |                |  |   |    |  |   | 1,609  |  |   |       
|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |                 |  |   |     |  |   |        |  |   |        
|Total                                 |  | $                               | 7,351 |                                                       | $ | 405,448          |  | $              | 41,815 |                     | $ | 123,531                                      |  | $                                               | 20,410 |                        | $ | 98,088          |  | $ | 231 |  | $ | 27,234 |  | $ | 123,641
|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |                 |  |   |     |  |   |        |  |   |        



|                             |  |                |  | 
|---------------------------- |  | -------------- |  | 
|Year Ended December 31, 2005 |  | (In Thousands) |  | 

---



|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |                 |  |   |       |  |   |        |  |   |         |  
|------------------------------------- |  | ------------------------------- | ----- | ----------------------------------------------------- | - | ---------------- |  | -------------- | ------ | ------------------- | - | -------------------------------------------- |  | ----------------------------------------------- | ------ | ---------------------- | - | --------------- |  | - | ----- |  | - | ------ |  | - | ------- | -
|Segments                              |  | Deferred PolicyAcquisition Cost |       | Future PolicyBenefits, Losses,Claims and LossExpenses |   | UnearnedPremiums |  | PremiumsEarned |        | NetInvestmentIncome |   | Benefits,Claims,Losses andSettlementExpenses |  | Amortization ofDeferred PolicyAcquisition Costs |        | OtherOperatingExpenses |   | PremiumsWritten | 
|Direct Healthcare Liability Insurance |  | $                               | 7,120 |                                                       | $ | 334,093          |  | $              | 41,705 |                     | $ | 127,949                                      |  |                                                 |       |                        | $ | 88,166          |  | $ | 3,710 |  | $ | 22,268 |  | $ | 127,249 |  
|Assumed Reinsurance (1)               |  |                                 |      |                                                       |   | 95,222           |  |                |       |                     |   | 487                                          |  |                                                 |       |                        |   | 22,990          |  |   | 4,581 |  |   | 4,248  |  |   | (918    | )
|Other                                 |  |                                 |      |                                                       |   |                 |  |                |       |                     |   |                                             |  | $                                               | 17,818 |                        |   |                |  |   |      |  |   |       |  |   |        |  
|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |                 |  |   |       |  |   |        |  |   |         |  
|Total                                 |  | $                               | 7,120 |                                                       | $ | 429,315          |  | $              | 41,705 |                     | $ | 128,436                                      |  | $                                               | 17,818 |                        | $ | 111,156         |  | $ | 8,291 |  | $ | 26,516 |  | $ | 126,331 |  
|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |                 |  |   |       |  |   |        |  |   |         |  



|(1) |  | Assumed reinsurance excludes amounts received under fronting arrangements.
|--- |  | --------------------------------------------------------------------------



|                             |  |                |  | 
|---------------------------- |  | -------------- |  | 
|Year Ended December 31, 2004 |  | (In Thousands) |  | 

---



|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |         |                 |   |       |  |   |        |   |  |   |        
|------------------------------------- |  | ------------------------------- | ----- | ----------------------------------------------------- | - | ---------------- |  | -------------- | ------ | ------------------- | - | -------------------------------------------- |  | ----------------------------------------------- | ------ | ---------------------- | - | ------- | --------------- | - | ----- |  | - | ------ | - |  | - | -------
|Segments                              |  | Deferred PolicyAcquisition Cost |       | Future PolicyBenefits, Losses,Claims and LossExpenses |   | UnearnedPremiums |  | PremiumsEarned |        | NetInvestmentIncome |   | Benefits,Claims,Losses andSettlementExpenses |  | Amortization ofDeferred PolicyAcquisition Costs |        | OtherOperatingExpenses |   |         | PremiumsWritten
|Direct Healthcare Liability Insurance |  | $                               | 8,587 |                                                       | $ | 379,257          |  | $              | 42,406 |                     | $ | 121,478                                      |  |                                                 |       |                        | $ | 110,590 |                 | $ | 3,234 |  | $ | 22,900 |   |  | $ | 126,834
|Assumed Reinsurance (1)               |  |                                 | 476   |                                                       |   | 259,490          |  |                | 1,405  |                     |   | 14,628                                       |  |                                                 |       |                        |   | 28,337  |                 |   | 5,362 |  |   | (5,223 | ) |  |   | 2,376  
|Other                                 |  |                                 |      |                                                       |   |                 |  |                |       |                     |   |                                             |  | $                                               | 19,174 |                        |   |        |                 |   |      |  |   |       |   |  |   |       
|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |         |                 |   |       |  |   |        |   |  |   |        
|Total                                 |  | $                               | 9,063 |                                                       | $ | 638,747          |  | $              | 43,811 |                     | $ | 136,106                                      |  | $                                               | 19,174 |                        | $ | 138,927 |                 | $ | 8,596 |  | $ | 17,677 |   |  | $ | 129,210
|                                      |  |                                 |       |                                                       |   |                  |  |                |        |                     |   |                                              |  |                                                 |        |                        |   |         |                 |   |       |  |   |        |   |  |   |        



|(1) |  | Assumed reinsurance excludes amounts received under fronting arrangements.
|--- |  | --------------------------------------------------------------------------



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