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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q

QUARTERLY REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007



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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 of incorporation or organization) |  | (I.R.S. Employer 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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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No ̈

Indicate by check mark 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 Exchange Act).

Yes ̈No  x

Indicate the number of shares outstanding of each of the issuers
classes of stock, as of the latest practicable date.



|                                           |  |                                                                                                                              
|------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------
|Class                                      |  | Outstanding at November 7, 2007                                                                                              
|Preferred stock, par value $l.00 per share |  | No shares outstanding                                                                                                        
|Common stock, par value $0.0001 per share  |  | 10,081,333 shares, including 500,000 shares of Common Stock that have been issued to a wholly owned subsidiary of Registrant.



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PART I  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

SCPIE HOLDINGS INC. AND
SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)



|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                 |  | SEPTEMBER 30,2007 |             |   | DECEMBER 31,2006 |  
|ASSETS                                                                                                                                                           |  |                   | (unaudited) |   |                  |   |         |  
|Securities available-for-sale:                                                                                                                                   |  |                   |             |   |                  |   |         |  
|Fixed maturity investments, at fair value (amortized cost 2007 - $336,715; 2006 -$397,553)                                                                       |  | $                 | 332,942     |   |                  | $ | 389,954 |  
|Equity investments, at fair value (cost 2007 - $1,501; 2006  1,723)                                                                                             |  |                   | 1,837       |   |                  |   | 2,034   |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|Total securities available-for-sale                                                                                                                              |  |                   | 334,779     |   |                  |   | 391,988 |  
|Cash and cash equivalents                                                                                                                                        |  |                   | 205,964     |   |                  |   | 145,815 |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|Total investments and cash and cash equivalents                                                                                                                  |  |                   | 540,743     |   |                  |   | 537,803 |  
|Accrued investment income                                                                                                                                        |  |                   | 4,569       |   |                  |   | 5,330   |  
|Premiums receivable, net                                                                                                                                         |  |                   | 22,655      |   |                  |   | 18,697  |  
|Assumed reinsurance receivable                                                                                                                                   |  |                   | 20,713      |   |                  |   | 17,089  |  
|Reinsurance recoverable                                                                                                                                          |  |                   | 41,145      |   |                  |   | 45,564  |  
|Deferred policy acquisition costs                                                                                                                                |  |                   | 8,425       |   |                  |   | 7,351   |  
|Deferred federal income taxes, net                                                                                                                               |  |                   | 37,507      |   |                  |   | 44,661  |  
|Property and equipment, net                                                                                                                                      |  |                   | 1,142       |   |                  |   | 1,733   |  
|Other assets                                                                                                                                                     |  |                   | 7,056       |   |                  |   | 7,281   |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|Total assets                                                                                                                                                     |  | $                 | 683,955     |   |                  | $ | 685,509 |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|LIABILITIES                                                                                                                                                      |  |                   |             |   |                  |   |         |  
|Reserves:                                                                                                                                                        |  |                   |             |   |                  |   |         |  
|Losses and loss adjustment expenses                                                                                                                              |  | $                 | 386,242     |   |                  | $ | 405,448 |  
|Unearned premiums                                                                                                                                                |  |                   | 47,383      |   |                  |   | 41,815  |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|Total reserves                                                                                                                                                   |  |                   | 433,625     |   |                  |   | 447,263 |  
|Amounts held for reinsurance                                                                                                                                     |  |                   | 12,904      |   |                  |   | 13,317  |  
|Other liabilities                                                                                                                                                |  |                   | 15,938      |   |                  |   | 18,285  |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|Total liabilities                                                                                                                                                |  |                   | 462,467     |   |                  |   | 478,865 |  
|Commitments and contingencies                                                                                                                                    |  |                   |             |   |                  |   |         |  
|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, 2007  9,581,333- shares outstanding 2006 
9,553,906 shares outstanding |  |                   | 1           |   |                  |   | 1       |  
|Additional paid-in capital                                                                                                                                       |  |                   | 36,704      |   |                  |   | 37,127  |  
|Retained earnings                                                                                                                                                |  |                   | 283,379     |   |                  |   | 271,925 |  
|Treasury stock, at cost 2007  2,710,758 shares and 2006  2,738,185 shares                                                                                      |  |                   | (94,078     | ) |                  |   | (95,278 | )
|Subscription notes receivable                                                                                                                                    |  |                   | (1,569      | ) |                  |   | (1,849  | )
|Accumulated other comprehensive loss                                                                                                                             |  |                   | (2,949      | ) |                  |   | (5,282  | )
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|Total stockholders equity                                                                                                                                       |  |                   | 221,488     |   |                  |   | 206,644 |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                       |  | $                 | 683,955     |   |                  | $ | 685,509 |  
|                                                                                                                                                                 |  |                   |             |   |                  |   |         |  

See accompanying notes to Consolidated Financial Statements.



2



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SCPIE HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)



|                                                          |  |                                |         |   |                                 |   |         |      |  |   |        |   |  |   |        |  
|--------------------------------------------------------- |  | ------------------------------ | ------- | - | ------------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                          |  | NINE MONTHS ENDEDSEPTEMBER 30, |         |   | THREE MONTHS ENDEDSEPTEMBER 30, |  
|                                                          |  | 2007                           |         |   | 2006                            |   |         | 2007 |  |   | 2006   |  
|Revenues:                                                 |  |                                |         |   |                                 |   |         |      |  |   |        |   |  |   |        |  
|Net premiums earned                                       |  | $                              | 90,020  |   |                                 | $ | 93,245  |      |  | $ | 30,309 |   |  | $ | 30,163 |  
|Net investment income                                     |  |                                | 16,573  |   |                                 |   | 15,476  |      |  |   | 5,804  |   |  |   | 5,265  |  
|Realized investment losses                                |  |                                | (111    | ) |                                 |   | (423    | )    |  |   | (227   | ) |  |   | (259   | )
|Other income (loss)                                       |  |                                | 335     |   |                                 |   | 18      |      |  |   | 141    |   |  |   | (41    | )
|                                                          |  |                                |         |   |                                 |   |         |      |  |   |        |   |  |   |        |  
|Total revenues                                            |  |                                | 106,817 |   |                                 |   | 108,316 |      |  |   | 36,027 |   |  |   | 35,128 |  
|Expenses:                                                 |  |                                |         |   |                                 |   |         |      |  |   |        |   |  |   |        |  
|Losses and loss adjustment expenses                       |  |                                | 67,379  |   |                                 |   | 74,584  |      |  |   | 21,176 |   |  |   | 23,678 |  
|Underwriting and other operating expenses                 |  |                                | 21,699  |   |                                 |   | 21,071  |      |  |   | 8,419  |   |  |   | 6,334  |  
|                                                          |  |                                |         |   |                                 |   |         |      |  |   |        |   |  |   |        |  
|Total expenses                                            |  |                                | 89,078  |   |                                 |   | 95,655  |      |  |   | 29,595 |   |  |   | 30,012 |  
|Income before income taxes                                |  |                                | 17,739  |   |                                 |   | 12,661  |      |  |   | 6,432  |   |  |   | 5,116  |  
|Income tax expense                                        |  |                                | 6,058   |   |                                 |   | 4,364   |      |  |   | 2,173  |   |  |   | 1,833  |  
|                                                          |  |                                |         |   |                                 |   |         |      |  |   |        |   |  |   |        |  
|Net income                                                |  | $                              | 11,681  |   |                                 | $ | 8,297   |      |  | $ | 4,259  |   |  | $ | 3,283  |  
|                                                          |  |                                |         |   |                                 |   |         |      |  |   |        |   |  |   |        |  
|Basic earnings per share                                  |  | $                              | 1.22    |   |                                 | $ | 0.87    |      |  | $ | 0.44   |   |  | $ | 0.35   |  
|Diluted earnings per share                                |  | $                              | 1.21    |   |                                 | $ | 0.86    |      |  | $ | 0.44   |   |  | $ | 0.34   |  
|Cash dividend declared and paid per share of common stock |  | $                              |        |   |                                 | $ |        |      |  | $ |       |   |  | $ |       |  

See accompanying notes to Consolidated Financial Statements.



3



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CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

(DOLLARS IN THOUSANDS)

(UNAUDITED)



|                                                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------ | - | -------------------------- | - | ------ | ----------------- |  | - | -------------- | - |  | ---------------------------------- | ------- | - | ----------------------------------- | - | ------ | ---------------------------- |  | - | ------ | - |  | - | ------- | -
|                                                                                  |  | COMMON STOCK |   | ADDITIONAL PAID-IN CAPITAL |   |        | RETAINED EARNINGS |  |   | TREASURY STOCK |   |  | STOCK SUBSCRIPTION NOTESRECEIVABLE |         |   | ACCUMULATEDOTHER COMPREHENSIVE LOSS |   |        | TOTAL STOCK- HOLDERS
EQUITY | 
|BALANCE AT JANUARY 1, 2007                                                        |  | $            | 1 |                            | $ | 37,127 |                   |  | $ | 271,925        |   |  | $                                  | (95,278 | ) |                                     | $ | (1,849 | )                            |  | $ | (5,282 | ) |  | $ | 206,644 |  
|Adoption of accounting principle, net of applicable income tax benefit of $123    |  |              |   |                            |   |        |                   |  |   | (227           | ) |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   | (227    | )
|Net income                                                                        |  |              |  |                            |   |       |                   |  |   | 11,681         |   |  |                                    |        |   |                                     |   |       |                              |  |   |       |   |  |   | 11,681  |  
|Unrealized losses on securities, net of applicable income tax expense of $1,347   |  |              |  |                            |   |       |                   |  |   |               |   |  |                                    |        |   |                                     |   |       |                              |  |   | 2,503  |   |  |   | 2,503   |  
|Change in minimum pension liability, net of applicable income tax benefit of $110 |  |              |  |                            |   |       |                   |  |   |               |   |  |                                    |        |   |                                     |   |       |                              |  |   | (205   | ) |  |   | (205    | )
|Unrealized foreign currency gain                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   | 35     |   |  |   | 35      |  
|                                                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   |         |  
|Comprehensive income                                                              |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   | 14,014  |  
|Stock subscription notes repaid                                                   |  |              |  |                            |   |       |                   |  |   |               |   |  |                                    |        |   |                                     |   | 280    |                              |  |   |       |   |  |   | 280     |  
|Treasury stock reissued                                                           |  |              |  |                            |   | (423   | )                 |  |   |               |   |  |                                    | 1,200   |   |                                     |   |       |                              |  |   |       |   |  |   | 777     |  
|                                                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   |         |  
|BALANCE AT SEPTEMBER 30, 2007                                                     |  | $            | 1 |                            | $ | 36,704 |                   |  | $ | 283,379        |   |  | $                                  | (94,078 | ) |                                     | $ | (1,569 | )                            |  | $ | (2,949 | ) |  | $ | 221,488 |  
|                                                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   |         |  
|                                                                                  |  |              |   |                            |   |        |                  
|                                                                                  |  | COMMON STOCK |   | ADDITIONAL PAID-IN CAPITAL |   |        | RETAINED EARNINGS |  |   | TREASURY STOCK |   |  | STOCK SUBSCRIPTION NOTESRECEIVABLE |         |   | ACCUMULATEDOTHER COMPREHENSIVE LOSS |   |        | TOTAL STOCK- HOLDERS
EQUITY | 
|BALANCE AT JANUARY 1, 2006                                                        |  | $            | 1 |                            | $ | 37,127 |                   |  | $ | 259,645        |   |  | $                                  | (97,063 | ) |                                     | $ | (2,649 | )                            |  | $ | (6,268 | ) |  | $ | 190,793 |  
|Net income                                                                        |  |              |  |                            |   |       |                   |  |   | 8,297          |   |  |                                    |        |   |                                     |   |       |                              |  |   |       |   |  |   | 8,297   |  
|Unrealized losses on securities, net of applicable income tax benefit of $37      |  |              |  |                            |   |       |                   |  |   |               |   |  |                                    |        |   |                                     |   |       |                              |  |   | (69    | ) |  |   | (69     | )
|Change in minimum pension liability, net of applicable income tax benefit of $110 |  |              |  |                            |   |       |                   |  |   |               |   |  |                                    |        |   |                                     |   |       |                              |  |   | (205   | ) |  |   | (205    | )
|Unrealized foreign currency gain                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   | 137    |   |  |   | 137     |  
|                                                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   |         |  
|Comprehensive income                                                              |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   | 8,160   |  
|Stock subscription notes repaid                                                   |  |              |  |                            |   |       |                   |  |   |               |   |  |                                    |        |   |                                     |   | 302    |                              |  |   |       |   |  |   | 302     |  
|Treasury stock reissued                                                           |  |              |  |                            |   |       |                   |  |   |               |   |  |                                    | 1,836   |   |                                     |   |       |                              |  |   |       |   |  |   | 1,836   |  
|                                                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   |         |  
|BALANCE AT SEPTEMBER 30, 2006                                                     |  | $            | 1 |                            | $ | 37,127 |                   |  | $ | 267,942        |   |  | $                                  | (95,227 | ) |                                     | $ | (2,347 | )                            |  | $ | (6,405 | ) |  | $ | 201,091 |  
|                                                                                  |  |              |   |                            |   |        |                   |  |   |                |   |  |                                    |         |   |                                     |   |        |                              |  |   |        |   |  |   |         |  

See accompanying notes to Consolidated Financial Statements.



4



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SCPIE HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

(UNAUDITED)



|                                                                                       |  |                                |         |   |      |   |         |  
|-------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                       |  | NINE MONTHS ENDEDSEPTEMBER 30, |        
|                                                                                       |  | 2007                           |         |   | 2006 |  
|OPERATING ACTIVITIES                                                                   |  |                                |         |   |      |   |         |  
|Net income                                                                             |  | $                              | 11,681  |   |      | $ | 8,297   |  
|Adjustments to reconcile net income to net cash Provided used in operating activities: |  |                                |         |   |      |   |         |  
|Provisions for amortization and depreciation                                           |  |                                | 2,940   |   |      |   | 3,857   |  
|Provision for deferred federal income taxes                                            |  |                                | 6,058   |   |      |   | 4,364   |  
|Realized investment losses                                                             |  |                                | 111     |   |      |   | 423     |  
|Changes in operating assets and liabilities:                                           |  |                                |         |   |      |   |         |  
|Deferred acquisition costs                                                             |  |                                | (1,074  | ) |      |   | (1,695  | )
|Accrued investment income                                                              |  |                                | 761     |   |      |   | 836     |  
|Unearned premiums                                                                      |  |                                | 5,568   |   |      |   | 5,691   |  
|Loss and loss adjustment expense reserves                                              |  |                                | (19,206 | ) |      |   | (6,941  | )
|Reinsurance recoverable                                                                |  |                                | 4,419   |   |      |   | 5,126   |  
|Amounts held for reinsurance                                                           |  |                                | (413    | ) |      |   | 2,187   |  
|Other liabilities                                                                      |  |                                | (2,347  | ) |      |   | (3,983  | )
|Premium receivable, net                                                                |  |                                | (7,582  | ) |      |   | (14,636 | )
|Other assets                                                                           |  |                                | (36     | ) |      |   | (1,176  | )
|                                                                                       |  |                                |         |   |      |   |         |  
|Net cash provided by operating activities                                              |  |                                | 880     |   |      |   | 2,350   |  
|INVESTING ACTIVITIES                                                                   |  |                                |         |   |      |   |         |  
|Purchasesfixed maturities                                                             |  |                                | (22,278 | ) |      |   | (10,777 | )
|Salesfixed maturities                                                                 |  |                                | 7,960   |   |      |   | 19,627  |  
|Maturitiesfixed maturities                                                            |  |                                | 72,560  |   |      |   | 32,190  |  
|Purchase of furniture and equipment, net                                               |  |                                | (30     | ) |      |   | (87     | )
|                                                                                       |  |                                |         |   |      |   |         |  
|Net cash provided by investing activities                                              |  |                                | 58,212  |   |      |   | 40,953  |  
|FINANCING ACTIVITIES                                                                   |  |                                |         |   |      |   |         |  
|Reissuance of treasury shares                                                          |  |                                | 777     |   |      |   | 1,836   |  
|Repayment of stock subscriptions                                                       |  |                                | 280     |   |      |   | 302     |  
|                                                                                       |  |                                |         |   |      |   |         |  
|Net cash provided by financing activities                                              |  |                                | 1,057   |   |      |   | 2,138   |  
|                                                                                       |  |                                |         |   |      |   |         |  
|Increase in cash and cash equivalents                                                  |  |                                | 60,149  |   |      |   | 45,441  |  
|Cash and cash equivalents at beginning of period                                       |  |                                | 145,815 |   |      |   | 68,783  |  
|                                                                                       |  |                                |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                             |  | $                              | 205,964 |   |      | $ | 114,224 |  
|                                                                                       |  |                                |         |   |      |   |         |  

See accompanying notes to Consolidated Financial Statements.



5



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SCPIE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

SEPTEMBER 30, 2007



|1. | BASIS OF PRESENTATION
|-- | ---------------------

The accompanying unaudited consolidated financial
statements include the accounts and operations, after intercompany eliminations, 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.

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the
instructions to Form 10-Q and Article 7 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2007. For further information, refer to the consolidated financial statements and notes thereto included in the SCPIE Holdings Annual Report on Form 10-K/A for the year ended December 31, 2006.

Certain 2006 amounts have been reclassified to conform to the 2007 presentation.



6



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|2. | EARNINGS PER SHARE
|-- | ------------------

The following table sets forth the computation of
basic and diluted earnings per share:



|                                                                                                          |  |                                       |        |                                 |   |       |  |      |       |  |   |      
|--------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ | ------------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                                                                                                          |  | NINE MONTHS ENDEDSEPTEMBER 30,        |        | THREE MONTHS ENDEDSEPTEMBER 30,
|                                                                                                          |  | 2007                                  |        | 2006                            |   | 2007  |  | 2006
|                                                                                                          |  | (IN THOUSANDS,
EXCEPT PER SHARE DATA)
|Net income                                                                                                |  | $                                     | 11,681 |                                 | $ | 8,297 |  | $    | 4,259 |  | $ | 3,283
|Numerator for:                                                                                            |  |                                       |        |                                 |   |       |  |      |       |  |   |      
|Basic earnings per share of common stock                                                                  |  |                                       | 11,681 |                                 |   | 8,297 |  |      | 4,259 |  |   | 3,283
|Diluted earnings per share of common stock                                                                |  |                                       | 11,681 |                                 |   | 8,297 |  |      | 4,259 |  |   | 3,283
|Denominator                                                                                               |  |                                       |        |                                 |   |       |  |      |       |  |   |      
|Denominator for basic earnings per share of common stock  weighted-average shares outstanding            |  |                                       | 9,566  |                                 |   | 9,505 |  |      | 9,581 |  |   | 9,506
|Effect of dilutive securities:                                                                            |  |                                       |        |                                 |   |       |  |      |       |  |   |      
|Stock options                                                                                             |  |                                       | 123    |                                 |   | 114   |  |      | 123   |  |   | 114  
|                                                                                                          |  |                                       |        |                                 |   |       |  |      |       |  |   |      
|Denominator for diluted earnings per share of common stock adjusted  weighted-average shares outstanding |  |                                       | 9,689  |                                 |   | 9,619 |  |      | 9,704 |  |   | 9,620
|Basic earnings per share of common stock                                                                  |  | $                                     | 1.22   |                                 | $ | 0.87  |  | $    | .44   |  | $ | 0.35 
|Diluted earnings per share of common stock                                                                |  | $                                     | 1.21   |                                 | $ | 0.86  |  | $    | .44   |  | $ | 0.34 



7



---

|3. | INVESTMENTS
|-- | -----------

The Companys investments in available-for-sale
securities at September 30, 2007 are summarized as follows:



|                                 |  |                      |         |                      |   |                       |  |           |       |  |   |        
|-------------------------------- |  | -------------------- | ------- | -------------------- | - | --------------------- |  | --------- | ----- |  | - | -------
|                                 |  | COST ORAMORTIZEDCOST |         | GROSSUNREALIZEDGAINS |   | GROSSUNREALIZEDLOSSES |  | FAIRVALUE
|                                 |  | (IN THOUSANDS)      
|September 30, 2007               |  |                      |         |                      |   |                       |  |           |       |  |   |        
|Fixed-maturity securities:       |  |                      |         |                      |   |                       |  |           |       |  |   |        
|Bonds:                           |  |                      |         |                      |   |                       |  |           |       |  |   |        
|U.S. government and agencies     |  | $                    | 152,429 |                      | $ | 860                   |  | $         | 665   |  | $ | 152,624
|Mortgage-backed and asset-backed |  |                      | 58,465  |                      |   | 246                   |  |           | 1,179 |  |   | 57,532 
|Corporate                        |  |                      | 125,821 |                      |   | 99                    |  |           | 3,134 |  |   | 122,786
|                                 |  |                      |         |                      |   |                       |  |           |       |  |   |        
|Total fixed-maturity securities  |  |                      | 336,715 |                      |   | 1,205                 |  |           | 4,978 |  |   | 332,942
|Common stocks                    |  |                      | 1,501   |                      |   | 336                   |  |           |      |  |   | 1,837  
|                                 |  |                      |         |                      |   |                       |  |           |       |  |   |        
|Total                            |  | $                    | 338,216 |                      | $ | 1,541                 |  | $         | 4,978 |  | $ | 334,779
|                                 |  |                      |         |                      |   |                       |  |           |       |  |   |        

The Companys investments in available-for-sale securities at December 31, 2006 are summarized as
follows:



|                                 |  |                      |         |                      |   |                       |  |           |       |  |   |        
|-------------------------------- |  | -------------------- | ------- | -------------------- | - | --------------------- |  | --------- | ----- |  | - | -------
|                                 |  | COST ORAMORTIZEDCOST |         | GROSSUNREALIZEDGAINS |   | GROSSUNREALIZEDLOSSES |  | FAIRVALUE
|                                 |  | (IN THOUSANDS)      
|December 31, 2006                |  |                      |         |                      |   |                       |  |           |       |  |   |        
|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
|                                 |  |                      |         |                      |   |                       |  |           |       |  |   |        

The following table illustrates the gross unrealized losses included in the Companys investment portfolio
and the fair value of those securities, aggregated by investment category. The table also illustrates the length of time that they have been in a continuous unrealized loss position as of September 30, 2007.



|                                 |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|-------------------------------- |  | --------------------- | --- | ----------------- | - | --------------------- |  | --------- | ----- | --------------------- | - | --------- |  | - | ----- |  | - | -------
|                                 |  | LESS THAN 12 MONTHS   |     | 12 MONTHS OR MORE |   | TOTAL                
|                                 |  | GROSSUNREALIZEDLOSSES |     | FAIRVALUE         |   | GROSSUNREALIZEDLOSSES |  | FAIRVALUE |       | GROSSUNREALIZEDLOSSES |   | FAIRVALUE
|                                 |  | (IN THOUSANDS)       
|September 30, 2007               |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|Fixed-maturity securities:       |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|Bonds:                           |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|U.S. government and agencies     |  | $                     | 3   |                   | $ | 1,679                 |  | $         | 662   |                       | $ | 68,369    |  | $ | 665   |  | $ | 70,048 
|Mortgage-backed and asset-backed |  |                       | 947 |                   |   | 12,703                |  |           | 232   |                       |   | 25,321    |  |   | 1,179 |  |   | 38,024 
|Corporate                        |  |                       | 42  |                   |   | 6,212                 |  |           | 3,092 |                       |   | 110,777   |  |   | 3,134 |  |   | 116,989
|                                 |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        
|Total fixed maturity securities  |  | $                     | 992 |                   | $ | 20,594                |  | $         | 3,986 |                       | $ | 204,467   |  | $ | 4,978 |  | $ | 225,061
|                                 |  |                       |     |                   |   |                       |  |           |       |                       |   |           |  |   |       |  |   |        



8



---

The Company held 81 investment positions with unrealized losses as of September 30, 2007. All of the investments are
investment grade, and the unrealized losses are primarily due to interest rate fluctuations. The Company held 80 securities that were in an unrealized loss position for 12 months or more.

The Company has the ability and intent to hold securities with unrealized losses until they recover their value. In the future, information may come to light or
circumstances may change that would cause the Company to write-down or sell these securities and incur a realized loss.



|4. | FEDERAL INCOME TAXES
|-- | --------------------

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



|                                             |  |                                |       |   |                                 |   |       |      |  |   |       |   |  |   |      
|-------------------------------------------- |  | ------------------------------ | ----- | - | ------------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | -----
|                                             |  | NINE MONTHS ENDEDSEPTEMBER 30, |       |   | THREE MONTHS ENDEDSEPTEMBER 30,
|                                             |  | 2007                           |       |   | 2006                            |   |       | 2007 |  |   | 2006 
|                                             |  | (IN THOUSANDS)                
|Federal income tax expense at 35%            |  | $                              | 6,209 |   |                                 | $ | 4,431 |      |  | $ | 2,252 |   |  | $ | 1,790
|Increase (decrease) in taxes resulting from: |  |                                |       |   |                                 |   |       |      |  |   |       |   |  |   |      
|State franchise tax and other                |  |                                | (92   | ) |                                 |   |      |      |  |   |      |   |  |   |     
|Foreign and miscellaneous                    |  |                                | (59   | ) |                                 |   | (67   | )    |  |   | (79   | ) |  |   | 43   
|                                             |  |                                |       |   |                                 |   |       |      |  |   |       |   |  |   |      
|Total income tax expense                     |  | $                              | 6,058 |   |                                 | $ | 4,364 |      |  | $ | 2,173 |   |  | $ | 1,833
|                                             |  |                                |       |   |                                 |   |       |      |  |   |       |   |  |   |      

Tax years after 2002 are subject to examination by the federal taxing authority. There are no income tax
examinations currently in progress.



9



---

|5. | COMPREHENSIVE INCOME (LOSS)
|-- | ---------------------------

The following table reconciles net income and
comprehensive income for the periods presented:



|                                                   |  |                                |        |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|-------------------------------------------------- |  | ------------------------------ | ------ | - | ------------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ------ | -
|                                                   |  | NINE MONTHS ENDEDSEPTEMBER 30, |        |   | THREE MONTHS ENDEDSEPTEMBER 30, |  
|                                                   |  | 2007                           |        |   | 2006                            |   |       | 2007 |  |   | 2006  |  
|                                                   |  | (IN THOUSANDS)                 |       
|Net income                                         |  | $                              | 11,681 |   |                                 | $ | 8,297 |      |  | $ | 4,259 |   |  | $ | 3,283  |  
|Other comprehensive income (loss) before tax:      |  |                                |        |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|Unrealized (losses) gains on securities            |  |                                | 3,850  |   |                                 |   | (106  | )    |  |   | 4,566 |   |  |   | 8,051  |  
|Unrealized foreign currency gains (losses)         |  |                                | 35     |   |                                 |   | 137   |      |  |   | 11    |   |  |   | (44    | )
|Change in minimum pension liability                |  |                                | (315   | ) |                                 |   | (315  | )    |  |   | (105  | ) |  |   | (105   | )
|                                                   |  |                                |        |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|Other comprehensive income before tax              |  |                                | 15,251 |   |                                 |   | 8,013 |      |  |   | 8,731 |   |  |   | 11,185 |  
|Income tax (benefit) expense related to securities |  |                                | 1,347  |   |                                 |   | (37   | )    |  |   | 1,597 |   |  |   | 2,818  |  
|Income tax benefit related to pension liability    |  |                                | (110   | ) |                                 |   | (110  | )    |  |   | (37   | ) |  |   | (36    | )
|                                                   |  |                                |        |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|Comprehensive income                               |  | $                              | 14,014 |   |                                 | $ | 8,160 |      |  | $ | 7,171 |   |  | $ | 8,403  |  
|                                                   |  |                                |        |   |                                 |   |       |      |  |   |       |   |  |   |        |  



|6. | 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. In December 2002, the Company entered into a 100% quota share reinsurance agreement with Rosemont Reinsurance Ltd. (Rosemont Re) (formerly known as GoshawK Re), a subsidiary of GoshawK Insurance
Holdings plc, a publicly held London-based insurer and reinsurer, that divested substantially all of the Companys ongoing assumed reinsurance operations.



10



---

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



|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|----------------------------------------- |  | ------------------------------------ | ------ | ------------------ | - | ------ | ----- |  | - | ------- | - |  | - | ------- | -
|NINE MONTHS ENDED SEPTEMBER 30, 2007      |  | DIRECT HEALTHCARE LIABILITYINSURANCE |        | ASSUMEDREINSURANCE |   |        | OTHER |  |   | TOTAL   |  
|                                          |  | (IN THOUSANDS)                       |       
|Net premiums written                      |  | $                                    | 95,817 |                    | $ | (229   | )     |  |   |         |   |  | $ | 95,588  |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Net premiums earned                       |  | $                                    | 90,249 |                    | $ | (229   | )     |  |   |         |   |  | $ | 90,020  |  
|Net investment income                     |  |                                      |       |                    |   |       |       |  | $ | 16,573  |   |  |   | 16,573  |  
|Realized investment losses                |  |                                      |       |                    |   |       |       |  |   | (111    | ) |  |   | (111    | )
|Other income                              |  |                                      |       |                    |   |       |       |  |   | 335     |   |  |   | 335     |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Total revenues                            |  |                                      | 90,249 |                    |   | (229   | )     |  |   | 16,797  |   |  |   | 106,817 |  
|Losses and loss adjustment expenses       |  |                                      | 61,984 |                    |   | 5,395  |       |  |   |        |   |  |   | 67,379  |  
|Underwriting and other operating expenses |  |                                      | 18,764 |                    |   | 782    |       |  |   | 2,153   |   |  |   | 21,699  |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Total expenses                            |  |                                      | 80,748 |                    |   | 6,177  |       |  |   | 2,153   |   |  |   | 89,078  |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment income (loss) before income taxes |  | $                                    | 9,501  |                    | $ | (6,406 | )     |  | $ | 14,644  |   |  | $ | 17,739  |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment assets                            |  | $                                    | 31,699 |                    | $ | 61,139 |       |  | $ | 591,117 |   |  | $ | 683,955 |  



|                                          |  |                                      |                |                    |   |        |       |  |   |         |   |  |   |         |  
|----------------------------------------- |  | ------------------------------------ | -------------- | ------------------ | - | ------ | ----- |  | - | ------- | - |  | - | ------- | -
|NINE MONTHS ENDED SEPTEMBER 30, 2006      |  | DIRECT HEALTHCARE LIABILITYINSURANCE |                | ASSUMEDREINSURANCE |   |        | OTHER |  |   | TOTAL   |  
|                                          |  |                                      | (IN THOUSANDS) |                   
|Net premiums written                      |  | $                                    | 98,757         |                    | $ | 179    |       |  |   |         |   |  | $ | 98,936  |  
|                                          |  |                                      |                |                    |   |        |       |  |   |         |   |  |   |         |  
|Net premiums earned                       |  | $                                    | 93,066         |                    | $ | 179    |       |  |   |         |   |  | $ | 93,245  |  
|Net investment income                     |  |                                      |               |                    |   |       |       |  | $ | 15,476  |   |  |   | 15,476  |  
|Realized investment losses                |  |                                      |               |                    |   |       |       |  |   | (423    | ) |  |   | (423    | )
|Other income                              |  |                                      |               |                    |   |       |       |  |   | 18      |   |  |   | 18      |  
|                                          |  |                                      |                |                    |   |        |       |  |   |         |   |  |   |         |  
|Total revenues                            |  |                                      | 93,066         |                    |   | 179    |       |  |   | 15,071  |   |  |   | 108,316 |  
|Losses and loss adjustment expenses       |  |                                      | 66,083         |                    |   | 8,501  |       |  |   |        |   |  |   | 74,584  |  
|Underwriting and other operating expenses |  |                                      | 19,294         |                    |   | 168    |       |  |   | 1,609   |   |  |   | 21,071  |  
|                                          |  |                                      |                |                    |   |        |       |  |   |         |   |  |   |         |  
|Total expenses                            |  |                                      | 85,377         |                    |   | 8,669  |       |  |   | 1,609   |   |  |   | 95,655  |  
|                                          |  |                                      |                |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment income (loss) before income taxes |  | $                                    | 7,689          |                    | $ | (8,490 | )     |  | $ | 13,462  |   |  | $ | 12,661  |  
|                                          |  |                                      |                |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment assets                            |  | $                                    | 33,436         |                    | $ | 66,513 |       |  | $ | 594,267 |   |  | $ | 694,216 |  



11



---

|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|----------------------------------------- |  | ------------------------------------ | ------ | ------------------ | - | ------ | ----- |  | - | ------- | - |  | - | ------- | -
|THREE MONTHS ENDED SEPTEMBER 30, 2007     |  | DIRECT HEALTHCARE LIABILITYINSURANCE |        | ASSUMEDREINSURANCE |   |        | OTHER |  |   | TOTAL   |  
|                                          |  | (In Thousands)                       |       
|Net premiums written                      |  | $                                    | 8,020  |                    | $ | (9     | )     |  |   |         |   |  | $ | 8,011   |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Net premiums earned                       |  | $                                    | 30,318 |                    | $ | (9     | )     |  |   |         |   |  | $ | 30,309  |  
|Net investment income                     |  |                                      |       |                    |   |       |       |  | $ | 5,804   |   |  |   | 5,804   |  
|Realized investment losses                |  |                                      |       |                    |   |       |       |  |   | (227    | ) |  |   | (227    | )
|Other income                              |  |                                      |       |                    |   |       |       |  |   | 141     |   |  |   | 141     |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Total revenues                            |  |                                      | 30,318 |                    |   | (9     | )     |  |   | 5,718   |   |  |   | 36,027  |  
|Losses and loss adjustment expenses       |  |                                      | 20,147 |                    |   | 1,029  |       |  |   |        |   |  |   | 21,176  |  
|Underwriting and other operating expenses |  |                                      | 6,472  |                    |   | 642    |       |  |   | 1,305   |   |  |   | 8,419   |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Total expenses                            |  |                                      | 26,619 |                    |   | 1,671  |       |  |   | 1,305   |   |  |   | 29,595  |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment income (loss) before income taxes |  | $                                    | 3,699  |                    | $ | (1,680 | )     |  | $ | 4,413   |   |  | $ | 6,432   |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment assets                            |  | $                                    | 31,699 |                    | $ | 61,139 |       |  | $ | 591,117 |   |  | $ | 683,955 |  



|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|----------------------------------------- |  | ------------------------------------ | ------ | ------------------ | - | ------ | ----- |  | - | ------- | - |  | - | ------- | -
|THREE MONTHS ENDED SEPTEMBER 30, 2006     |  | DIRECT HEALTHCARE LIABILITYINSURANCE |        | ASSUMEDREINSURANCE |   |        | OTHER |  |   | TOTAL   |  
|                                          |  | (In Thousands)                       |       
|Net premiums written                      |  | $                                    | 6,703  |                    | $ | (331   | )     |  |   |         |   |  | $ | 6,372   |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Net premiums earned                       |  | $                                    | 30,494 |                    | $ | (331   | )     |  |   |         |   |  | $ | 30,163  |  
|Net investment income                     |  |                                      |       |                    |   |       |       |  | $ | 5,265   |   |  |   | 5,265   |  
|Realized investment losses                |  |                                      |       |                    |   |       |       |  |   | (259    | ) |  |   | (259    | )
|Other losses                              |  |                                      |       |                    |   |       |       |  |   | (41     | ) |  |   | (41     | )
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Total revenues                            |  |                                      | 30,494 |                    |   | (331   | )     |  |   | 4,965   |   |  |   | 35,128  |  
|Losses and loss adjustment expenses       |  |                                      | 21,679 |                    |   | 1,999  |       |  |   |        |   |  |   | 23,678  |  
|Underwriting and other operating expenses |  |                                      | 6,031  |                    |   | 260    |       |  |   | 43      |   |  |   | 6,334   |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Total expenses                            |  |                                      | 27,710 |                    |   | 2,259  |       |  |   | 43      |   |  |   | 30,012  |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment income (loss) before income taxes |  | $                                    | 2,784  |                    | $ | (2,590 | )     |  | $ | 4,922   |   |  | $ | 5,116   |  
|                                          |  |                                      |        |                    |   |        |       |  |   |         |   |  |   |         |  
|Segment assets                            |  | $                                    | 33,436 |                    | $ | 66,513 |       |  | $ | 594,267 |   |  | $ | 694,216 |  

Net premiums written represents the net premiums charged on policies issued during a fiscal period. Net premiums
earned represents the portion of net premiums written that is recognized as income in the financial statements for the periods presented and earned on a pro-rata basis over the term of the policies.



12



---

|7. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

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 September 30, 2007, Highlands had established case loss reserves of $3.1 million, net of reinsurance, for the subject policies. Based on a limited review of
the exposures remaining, the Company estimates that incurred but not reported (IBNR) losses are $2.5 million, for a total loss and loss adjustment expenses (LAE) reserve of $5.6 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 receiver has filed a rehabilitation plan with the Texas Court. A hearing on that plan is scheduled for January 14, 2008. In the
interim, Highlands continues to pay and settle claims as the Receivership remains in place. If a Rehabilitation Plan ultimately is not approved, Highlands could be placed in liquidation.

Letters of Credit

The Company had a letter of credit facility in the amount of $50.0 million with Barclays
Bank PLC which was terminated on November 7, 2007. Effective July 18, 2007, the Company established a letter of credit facility in the amount of $25.0 million with Union Bank of California. Letters of credit issued under the facilities
guarantee the payment of loss reserves assumed under certain reinsurance contracts. As of September 30, 2007, letter of credit issuance under the facilities was approximately $16.9 million and securities of approximately $18.6 million were
pledged as collateral.



|8. | STOCK-BASED COMPENSATION
|-- | ------------------------

At September 30, 2007, the Company
maintains 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 compensation cost that has been charged against
income for this plan was $408,000 and $193,000 for the nine-month periods ended September 30, 2007 and September 30, 2006, respectively. The income tax benefit recognized in the income statement for share-based compensation was $143,000
and $68,000 for the nine-month periods ended September 30, 2007 and September 30, 2006, respectively.

Effective January 1, 2006, the
Company adopted SFAS 123(R), Share-Based Payment which revised SFAS 123 Accounting for Stock Based Compensation(SFAS 123(R)) 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.)



13



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The Company adopted SFAS 123(R) using the modified-prospective transition method. Under the modified-prospective
transition method, prior periods are not restated. However, for awards granted prior to the date of adoption that were 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).

Option activity as of
September 30, 2007 and changes during the nine months ended September 30, 2007 were as follows:



|                                  |  |         |  |                                 |       |                                                     |      |                           |   |           
|--------------------------------- |  | ------- |  | ------------------------------- | ----- | --------------------------------------------------- | ---- | ------------------------- | - | ----------
|                                  |  | Shares  |  | Weighted Average Exercise Price |       | Weighted Average Remaining Contractual Term (years) |      | Aggregate Intrinsic Value
|Outstanding at January 1, 2007    |  | 794,100 |  | $                               | 13.28 |                                                     | 5.38 |                           | $ | 10,560,604
|Granted                           |  |        |  |                                 |       |                                                     |      |                           |   |           
|Exercised                         |  | 19,000  |  | $                               | 16.70 |                                                     |      |                           |   |           
|Cancelled or expired              |  | 7,000   |  | $                               | 33.04 |                                                     |      |                           |   |           
|                                  |  |         |  |                                 |       |                                                     |      |                           |   |           
|Outstanding at September 30, 2007 |  | 768,100 |  | $                               | 13.02 |                                                     | 4.68 |                           | $ | 9,999,740 
|                                  |  |         |  |                                 |       |                                                     |      |                           |   |           
|Exercisable at September 30, 2007 |  | 756,431 |  | $                               | 13.04 |                                                     | 4.64 |                           | $ | 7,417,343 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference
between the Companys closing stock price and the exercise price, multiplied by the number of in-the-money-options) that would have been received by the option holders had such options been exercised on that date.



|9. | ADOPTION OF ACCOUNTING PRINCIPLES
|-- | ---------------------------------

New accounting pronouncements that we
have adopted or will adopt in the near future are as follows:

SFAS 157, Fair Value Measurements  In September 2006, the FASB issued SFAS
157, which establishes a framework for measuring fair value and requires expanded disclosure about the information used to measure fair value. The statement applies whenever other statements require, or permit, assets or liabilities to be measured
at fair value. The statement does not expand the use of fair value in any new circumstances and is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company plans to adopt SFAS 157
on January 1, 2008. The Company does not expect the adoption of this statement to have a material impact on our financial condition or results of operations.

In June 2006, the FASB issued Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an Interpretation of FAS No. 109 (FIN 48). This interpretation clarifies the accounting for uncertainty
in income taxes recognized in an enterprises financial statements in accordance with FAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As permitted
by FIN 48, the Company also adopted a policy of classifying interest and penalties related to income taxes as elements of income tax expense in the consolidated financial statements. The effect of this adoption on January 1, 2007, resulted in a
$227,000 decrease to retained earnings.

SFAS 159, Fair Value Option for Financial Assets and Financial Liabilities  In February 2007,
the FASB issued SFAS 159, which permits entities to voluntarily choose to measure eligible items at fair value at specified election dates. The election is made on an instrument-by-instrument basis and is irrevocable. If the fair value option is
elected for an instrument, the statement specifies that entities report unrealized gains and losses at each subsequent reporting date. The statement is effective as of the beginning of an entitys first fiscal year that begins after
November 15, 2007. The Company plans to adopt SFAS 159 on January 1, 2008. The Company does not expect the adoption of this statement to have a material impact on our financial condition or results of operations.



14



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|10. | EVENT SUBSEQUENT
|--- | ----------------

On October 15, 2007, the Company agreed to be
acquired by The Doctors Company for $28.00 in cash for each outstanding share of Company common stock in a merger transaction valued at approximately $281.1 million. The merger is subject to customary closing conditions, including, among others,
(i) the approval of the merger by the holders of a majority in voting power of the outstanding common stock of the Company; (ii) the approval of the merger by the Departments of Insurance of California, Delaware and Arkansas;
(iii) the receipt of antitrust approvals, or the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (iv) the absence of any order or injunction prohibiting the
consummation of the merger.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

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, its
core healthcare liability markets. Previously, the Company had also been actively engaged in the medical malpractice insurance business and related products in other states and the assumed reinsurance 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
Companys insurance business is organized into two reportable business segments: direct healthcare liability insurance and assumed reinsurance operations. Primarily due to significant losses on medical malpractice insurance outside of the state
of California and assumed reinsurance business losses arising out of the September 11, 2001, World Trade Center terrorist attack, the Company incurred significant losses. The resulting reductions in surplus and corresponding decrease in capital
adequacy ratios under both the A.M. Best Company (A.M. Best) and National Association of Insurance Commissioners (NAIC) capital adequacy models required the Company to take actions to improve its long-term capital adequacy position. The primary
actions taken by the Company were to effect an orderly withdrawal from healthcare liability insurance markets outside of California and Delaware and from the assumed reinsurance market in its entirety. All of the healthcare liability insurance
policies in these other markets expired during the first quarter of 2004. In December 2002, the Company entered into a 100% quota share reinsurance agreement to retrocede to Rosemont Re the majority of reinsurance business written in 2002 and 2001.

In November, 2006, A.M. Best raised its financial strength rating of the Companys insurance subsidiaries to B+ (good) from B (Fair). On
October 29, 2007, following the announcement of acquisition by The Doctors Company, A.M. Best placed the ratings of the insurance subsidiaries under review with developing implications. The ratings are expected to remain under review pending
the close of the transaction with The Doctors Company.

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.



15



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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 any potential development for known claims, and reserves for the
cost of 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 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 business 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. The Company relies heavily on the ceding
entitys estimates of ultimate incurred losses. These reported ultimate incurred losses along with independent or internal actuarial reports are reviewed by the Companys internal actuarial staff to determine their reasonableness. 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 reserves attributable to the operating segments of the Company are as follows:

Summary of Net Loss and LAE Reserves

(IN THOUSANDS)



|                    |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        
|------------------- |  | ------------ | ------- | ------------------- | - | ------------------- |  | ------------- | ------- | ----------------- | - | ------ |  | - | -------
|                    |  | CaseReserves |         | Bulk & IBNRReserves |   | Total GrossReserves |  | CededReserves |         | Total NetReserves
|September 30, 2007  |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        
|Direct Healthcare   |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        
|Core                |  | $            | 63,662  |                     | $ | 231,104             |  | $             | 294,766 |                   | $ | 9,785  |  | $ | 284,981
|Non-Core            |  |              | 13,526  |                     |   | 12,905              |  |               | 26,431  |                   |   | 1,006  |  |   | 25,425 
|                    |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        
|                    |  |              | 77,188  |                     |   | 244,009             |  |               | 321,197 |                   |   | 10,791 |  |   | 310,406
|Assumed Reinsurance |  |              | 42,886  |                     |   | 22,159              |  |               | 65,045  |                   |   | 22,702 |  |   | 42,343 
|                    |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        
|                    |  | $            | 120,074 |                     | $ | 266,168             |  | $             | 386,242 |                   | $ | 33,493 |  | $ | 352,749
|                    |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        
|December 31, 2006   |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        
|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
|                    |  |              |         |                     |   |                     |  |               |         |                   |   |        |  |   |        



16



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For most, if not all 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 primary factor affecting the adequacy of reserve estimates in the core direct healthcare area is the trend in pure loss costs (the combination of frequency and
average severity changes) related to malpractice coverage. At September 30, 2007 reserve levels, a 1% change in pure loss costs trend produces a change in prior reserves of approximately $4.1 million. Such changes are reflected in the period of
change. Reserves related to medical malpractice coverage account for over 95% of core reserves.

In the non-core direct healthcare area, the adequacy of
reserves is primarily dependent upon achieving fair settlements with the injured parties and reasonable litigation results. 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 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. The current average reserve (including bulk and IBNR reserves) is approximately $279,000 per outstanding case. If the average settlement ultimately achieved is different by $12,000 for the current
average reserve, the ultimate reserves will be affected by approximately $1.1 million.

The sensitivity of the Companys reserves for Assumed
Reinsurance is impacted primarily by three factors: the accuracy of internal and independent actuarial reviews of particular contracts; timely reporting of losses through the worldwide reinsurance system; and the ultimate severity of large excess of
loss claims. 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.

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 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. 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. Some of the factors the Company considers in the evaluation of its investments are:



| |  |  | the extent to which the market value of the security is less than its cost basis;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the length of time for which the market value of the security has been less than its cost basis;
| | - |  | ------------------------------------------------------------------------------------------------



17



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| |  |  | the financial condition and near-term prospects of the securitys issuer, taking into consideration the economic prospects of the issuers industry and
geographical region, to the extent that information is publicly available; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

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 statement of operations and reduces the cost basis of the security.

Income Taxes

At September 30, 2007, the Company had $37.5 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 $15.4 million for a net operating loss carryforward that
will begin to expire in 2023. 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 have been 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 believes it will generate
sufficient taxable income in future periods to utilize 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.

Forward Looking Statements

Certain statements in this
quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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.
Actuarial estimates of losses and loss adjustment expenses (LAE), expectations concerning the Companys ability to retain current insureds at profitable levels, successful withdrawal from the assumed reinsurance business, continued solvency of
the Companys reinsurers, obtaining necessary rate change regulatory approvals, expansion of liability insurance business in its principal market and improved performance and profitability are dependent upon a variety of factors, including
future economic, competitive and market conditions, frequency and severity of catastrophic events, future legislative and regulatory actions, uncertainties and potential delays in obtaining premium rate approvals, the level of ratings from
recognized rating services, the importance of brokerage business to the Companys growth, the inherent uncertainty of loss and LAE estimates in both the core and discontinued non-core businesses (including a contingent liability related to
Highlands Insurance Company), and the cyclical nature of the property and casualty insurance industry, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. The Company is also
subject to certain structural risks as an insurance holding company, including statutory restrictions on dividends and other intercompany transactions. In light of the significant uncertainties inherent in the forward-looking information herein, the
inclusion of such information should not be regarded as a representation by the Company or any other person that the Companys objectives or plans will be realized. These risks and uncertainties, as well as the Companys critical
accounting policies, are discussed in more detail under Critical Accounting Policies, Managements Discussion and Analysis of Financial Condition and Results of Operations  Overview, and in Managements
Discussion and Analysis of Financial Condition and Results of Operations  Critical Accounting Policies and Risk Factors in the Companys Annual Report on Form 10-K/A for the fiscal year ended December 31, 2006. The
Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.



18



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Information Regarding Non-GAAP Measures

The Company has presented information in this report with respect to premiums written, an operating measure which in managements opinion provides investors useful industry specific information to evaluate and
perform meaningful comparisons of the Companys performance. 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 recognized as income in the financial statements for the periods presented and earned on a pro-rata basis
over the term of the policies. The change in unearned premium reconciles the difference between the two measures.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2006

Direct Healthcare Liability Insurance Segment

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 dentist 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 a national independent insurance agency, other state non-standard physician programs and hospital programs including those in
California.

The following table summarizes the core business underwriting results of the direct healthcare liability insurance segment for the periods
indicated (dollars in thousands):



|                                          |  |      |         |   |      |   |         |  
|----------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|For The Nine Months Ended September 30,   |  | 2007 |         |   | 2006 |  
|Net premiums written                      |  | $    | 95,817  |   |      | $ | 98,757  |  
|                                          |  |      |         |   |      |   |         |  
|Net premiums earned                       |  | $    | 90,249  |   |      | $ | 93,066  |  
|Underwriting expenses                     |  |      |         |   |      |   |         |  
|Losses and LAE incurred                   |  |      | 61,984  |   |      |   | 66,083  |  
|Underwriting and other operating expenses |  |      | 18,764  |   |      |   | 19,294  |  
|                                          |  |      |         |   |      |   |         |  
|Underwriting gain                         |  | $    | 9,501   |   |      | $ | 7,689   |  
|                                          |  |      |         |   |      |   |         |  
|Loss ratio                                |  |      | 68.7    | % |      |   | 71.0    | %
|Expense ratio                             |  |      | 20.8    | % |      |   | 20.7    | %
|Combined ratio                            |  |      | 89.5    | % |      |   | 91.7    | %
|Net reserves held                         |  | $    | 284,981 |   |      | $ | 271,475 |  

Core Business

Premiums written were $95.8 million and premiums earned were $90.2 million in the nine months ended September 30, 2007; compared to $98.8 million and $93.1 million in the nine months ended September 30, 2006. Premiums written and
earned decreased primarily due to lower premiums from loss-rated groups as a result of improved claim frequency and a decline in policies in-force of 2.3%.

The loss ratio (losses and LAE related to premiums earned) for the first nine months of 2007 was 68.7% compared to 71.0 % in the first nine months of 2006. The decrease in the loss ratio is due primarily to a continued improved trend
in claim frequency.



19



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The underwriting expense ratio (expenses related to net premiums earned) increased slightly to 20.8% in the nine months
ended September 30, 2007 from 20.7% in the first nine months of 2006 primarily due to cost increases while premiums earned remained flat.

Non-Core Business

Outstanding reserves for the non-core healthcare declined to $25.4 million as of September 30, 2007 from
$37.7 million at December 31, 2006 and the number of open claims decreased to 91 from 136 for the same period. No change in prior reserve estimates was required in the nine-month period ended September 30, 2007.

Assumed Reinsurance Segment

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. The Company from time to time
may commute certain of its assumed reinsurance contracts to settle all past and future obligations under such contracts. In some cases, the commutation settlement amount (net of reinsurance recoverables) may exceed the amount reserved (net of
reinsurance recoverables) for the related assumed reinsurance.

The following table summarizes the underwriting results of the assumed reinsurance segment
for the periods indicated (dollars in thousands):



|                                          |  |                                                  |        |   |      |   |        |  
|----------------------------------------- |  | ------------------------------------------------ | ------ | - | ---- | - | ------ | -
|                                          |  | Assumed Reinsurance Segment Underwriting Results |       
|FOR THE NINE MONTHS ENDED SEPTEMBER 30,   |  | 2007                                             |        |   | 2006 |  
|Net premiums written                      |  | $                                                | (229   | ) |      | $ | 179    |  
|                                          |  |                                                  |        |   |      |   |        |  
|Net premiums earned                       |  | $                                                | (229   | ) |      | $ | 179    |  
|Underwriting expenses                     |  |                                                  |        |   |      |   |        |  
|Losses and LAE incurred                   |  |                                                  | 5,395  |   |      |   | 8,501  |  
|Underwriting and other operating expenses |  |                                                  | 782    |   |      |   | 168    |  
|                                          |  |                                                  |        |   |      |   |        |  
|Underwriting loss                         |  | $                                                | (6,406 | ) |      | $ | (8,490 | )
|                                          |  |                                                  |        |   |      |   |        |  

The net premiums written and earned in 2007 and 2006 are primarily from premium adjustments related to old
underwriting years.

The underwriting losses for the nine months ended September 30, 2007 are primarily due to commutation of several treaties. For
2006, the loss was principally attributable to increases in reserve estimates for a small number of contracts.

The Rosemont Re reinsurance treaty entered
into in December 2002 effectively ceded a significant portion of assumed reinsurance losses occurring after June 30, 2002, for the 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%.

As of September 30, 2007, the
Company has ceded $28.5 million of assumed reinsurance reserves, including IBNR, to Rosemont Re. In accordance with the Rosemont Re reinsurance treaty, a trust is maintained for the benefit of the Company. The agreement requires the trust to have a
minimum balance equal to 102% of loss reserves ceded under the treaty. The Trust was in compliance with this funding provision as of September 30, 2007. 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. Rosemont Re, due to significant losses related to Hurricanes Katrina, Rita and Wilma, is in voluntary run-off and will be liquidated. As of December 31, 2006, Rosemont Re had $64.2 million
in regulatory surplus.



20



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Other Operations

Net investment income increased 7.1% to $16.6 million for the nine months ended September 30, 2007 from $15.5 million for the nine months ended September 30, 2006. The increase in investment income principally reflects an increase
in the average annual rate of return on invested assets from 3.9% to 4.2% for the nine months ended September 30, 2006 and September 30, 2007 respectively.

Net realized investment loss of $111 thousand was recorded for the nine months ended September 30, 2007 versus realized investment losses of $423 thousand in the nine months ended September 30, 2006.

Expenses of $2.2 million included in Other operating expenses are costs associated with the strategic planning effort of SCPIE Holdings Inc. Expenses of
$1.6 million included in 2006 Other operating expenses are costs related to the proxy challenge against the Companys slate of director nominees.

THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2006

Direct Healthcare Liability Insurance Segment

The following table summarizes the core business underwriting results of the direct healthcare liability insurance segment for the periods
indicated (dollars in thousands):



|                                          |  |      |         |   |      |   |         |  
|----------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|For The Three Months Ended September 30,  |  | 2007 |         |   | 2006 |  
|Net premiums written                      |  | $    | 8,020   |   |      | $ | 6,703   |  
|                                          |  |      |         |   |      |   |         |  
|Net premiums earned                       |  | $    | 30,318  |   |      | $ | 30,494  |  
|Underwriting expenses                     |  |      |         |   |      |   |         |  
|Losses and LAE incurred                   |  |      | 20,147  |   |      |   | 21,679  |  
|Underwriting and other operating expenses |  |      | 6,472   |   |      |   | 6,031   |  
|                                          |  |      |         |   |      |   |         |  
|Underwriting gain                         |  | $    | 3,699   |   |      | $ | 2,784   |  
|                                          |  |      |         |   |      |   |         |  
|Loss ratio                                |  |      | 66.5    | % |      |   | 71.1    | %
|Expense ratio                             |  |      | 21.3    | % |      |   | 19.8    | %
|Combined ratio                            |  |      | 87.8    | % |      |   | 90.9    | %
|Net reserves held                         |  | $    | 284,981 |   |      | $ | 271,475 |  

Core Business

Net premiums written were $8.0 million and net premiums earned were $30.3 million in the three months ended September 30, 2007; compared to $6.7 million and $30.5 million in the three months ended September 30, 2006. Net premiums
earned decreased 0.6%, primarily due to a small decline in policies in-force and decreased premium from loss-rated groups as loss experience improved. Net premiums written increased slightly in the 2007 period, compared to the prior year.

The loss ratio (losses and LAE related to net premiums earned) for the third quarter 2007 was 66.5% compared to 71.1% in the third quarter 2006. The
difference in the loss ratios was attributable to reduction in claim frequency in the core business, compared to the earlier periods in 2006.



21



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The underwriting expense ratio (expenses related to net premiums earned) increased to 21.3% in the third quarter 2007
from 19.8% in the third quarter 2006 primarily due to cost increases while premiums earned remained flat.

Non-Core Business

Outstanding reserves for the non-core healthcare declined to $25.4 million as of September 30, 2007 from $28.6 million at June 30, 2007 and the number of open
claims decreased to 91 from 100 for the same period.

Assumed Reinsurance Segment

The following table summarizes the underwriting results of the assumed reinsurance segment for the periods indicated (dollars in thousands):



|                                          |  |                                                  |        |   |      |   |        |  
|----------------------------------------- |  | ------------------------------------------------ | ------ | - | ---- | - | ------ | -
|                                          |  | Assumed Reinsurance Segment Underwriting Results |       
|FOR THE THREE MONTHS ENDED SEPTEMBER 30,  |  | 2007                                             |        |   | 2006 |  
|Net premiums written                      |  | $                                                | (9     | ) |      | $ | (331   | )
|                                          |  |                                                  |        |   |      |   |        |  
|Net premiums earned                       |  | $                                                | (9     | ) |      | $ | (331   | )
|Underwriting expenses                     |  |                                                  |        |   |      |   |        |  
|Losses and LAE incurred                   |  |                                                  | 1,029  |   |      |   | 1,999  |  
|Underwriting and other operating expenses |  |                                                  | 642    |   |      |   | 260    |  
|                                          |  |                                                  |        |   |      |   |        |  
|Underwriting loss                         |  | $                                                | (1,680 | ) |      | $ | (2,590 | )
|                                          |  |                                                  |        |   |      |   |        |  

The net premiums written and earned in 2007 and 2006 are primarily from premium adjustments related to old
underwriting years.

The underwriting loss for the three months ended September 30, 2007 and three months ended September 30, 2006 were primarily
related to increased reserve estimates for a small number of contracts.

Other Operations

Net investment income increased 10.2% to $5.8 million for the three months ended September 30, 2007 from $5.3 million for the three months ended September 30,
2006. Investment income reflects an increase in the average rate of return on invested assets from 4.0% to 4.2% for the three months ended September 30, 2006 and 2007, respectively.

Net realized investment losses of $227 thousand were recorded for the third quarter 2007 versus net realized investment losses of $259 thousand in the third quarter 2006.

Expenses of $1.3 million included in Other operating expenses are costs associated with the strategic planning effort of SCPIE Holdings Inc. Expenses of $43,000 included
in 2006 Other operating expenses related to a proxy challenge against the Companys slate of director nominees.

LIQUIDITY AND CAPITAL RESOURCES

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.



22



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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. During the first nine months of 2007, the Company had positive cash flow from operations of $0.9 million compared to a positive cash flow of $2.4 million in 2006. The positive cash flow
in 2007 is primarily related to reduced claims payments associated with the non-core physician and assumed reinsurance programs, which are now in run-off. 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 investments totaled $206.0 million or 38.1% of invested assets, at September 30, 2007. The
Company believes that all of its short-term and fixed maturity securities are readily marketable and have scheduled maturities in excess of projected cash needs. The Company has very little exposure to sub-prime mortgages. The majority of the $57.5
million mortgage and asset-backed portfolio is government-backed, credit card and auto-related securities, which are currently rated AAA. Premiums generated by the Companys core operations have historically produced positive cash flow after
consideration of investment income.

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% of the total market value of its investments. The market value of the Companys portfolio of unaffiliated equity securities was
$1.8 million at September 30, 2007. The Company plans to continue its emphasis on fixed maturity securities investments for the indefinite future.

The Company leases approximately 95,000 square feet of office space for its headquarters. The lease is for a term 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 company subsidiaries. Its principal sources of
funds are dividends from its subsidiaries and proceeds from the issuance of debt and equity securities. The insurance company 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 $16.4 million. As of September 30, 2007, no dividends had been paid to SCPIE Holdings.

As of September 30, 2007, SCPIE Holdings
held cash and short-term securities of $6.3 million. Based on historical trends, market conditions and its business plans, the Company believes that its sources of funds (including dividends from the insurance company subsidiaries) will be
sufficient to meet the liquidity needs of SCPIE Holdings over the next 18 months.

The Companys insurance subsidiaries current rating from A.M. Best
is B+ (Good). On October 29, 2007, following the announcement of acquisition by The Doctors Company, A.M. Best placed the ratings of the insurance subsidiaries under review with developing implications. The ratings are expected to remain under
review pending the close of the transaction with The Doctors Company. 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 insurance subsidiaries exceeded the threshold
requiring the least regulatory attention. At December 31, 2006, SCPIE Indemnitys adjusted surplus level of $164.4 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 of September 30, 2007, the Companys statutory
surplus was approximately $183.4 million. The principal differences between statutory surplus and stockholders equity are deferred policyholder acquisition costs and the deferred federal income tax asset.



23



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



|ITEM 3. | 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 September 30, 2007 comprised 61.6% of total investments at market value. Corporate bonds represent 36.9 % and U.S. government bonds represent 45.8% 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 less than 0.3% 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 September 30, 2007 was 3.0 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 September 30, 2007, the carrying value of the investment portfolio included $3.4 million in net unrealized
losses. At December 31, 2006, the investment portfolio included $7.6 million in net unrealized losses.



|ITEM 4. | 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 quarter 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.

There have been no significant changes in the Companys internal controls over financial reporting during the Companys most recent fiscal quarter that may have materially affected, or are reasonably likely to materially affect,
the Companys internal controls over financial reporting.



24



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PART II  OTHER INFORMATION



|ITEM 1. | 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, was 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 were a number of 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 was 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 was concluded on April 12, 2007. As a result of the arbiters rulings in the Sirius proceeding, the Company recorded additional net losses and expenses of approximately $840,000
in the first quarter of 2007. The Highlands arbitration proceeding is still in its early stages.

The Company has recorded in the financial statements its
best reserve estimate of $3.2 million to cover the ultimate net liability under the Sirius and Highlands reinsurance agreements. Highlands has provided claim information to the Company with respect to alleged losses during 2001 and 2002 under bail
bonds issued in the State of New Jersey and alleged losses during 2001 under federal immigration 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 greater than the reserves estimated by the Company at September 30, 2007. The Company intends to vigorously contest
the claims of Highlands.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Except for the risk factors set forth
below, there have been no material changes in the risk factors disclosed in Item 1A of Part 1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2006.

Proposed Merger with The Doctors Company

On October 15,
2007, the Company agreed to be acquired by The Doctors Company for $28.00 in cash for each outstanding share of Company common stock in a merger transaction valued at approximately $281.1 million. The merger is subject to customary closing
conditions, including, among others, (i) the approval of the merger by the holders of a majority in voting power of the outstanding common stock of the Company; (ii) the approval of the merger by the Departments of Insurance of California,
Delaware and Arkansas; (iii) the receipt of antitrust approvals, or the expiration or termination of the waiting period under the



25



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Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (iv) the absence of any order or injunction prohibiting the consummation of the
merger. The Company currently expects the merger to close during the first half of 2008. However, it is possible that factors outside of the Companys control could require the parties to complete the proposed merger at a later time or not to
complete it at all.

In addition, the announcement of the proposed merger may have a negative impact on the Company due to:



| |  |  | risks that the proposed merger disrupts current plans and operations and potential difficulties in employee retention as a result of the merger;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effect of the announcement of the merger on the Companys agent, broker and customer relationships, operating results and business generally; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount of the costs, fees, expenses and charges related to the merger.
| | - |  | --------------------------------------------------------------------------

In the event that the proposed merger is not completed:



| |  |  | under specified circumstances, the Company may be required to pay a termination fee of up to 3% of the aggregate merger consideration; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the market price of the Companys common stock may decline to the extent that the current market price reflects a market assumption that the proposed merger
will be completed.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any of these events could have a negative impact on the Companys results of operations and financial condition
and could adversely affect the price of its common stock.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



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

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

Termination of Credit Agreement with
Barclays Bank PLC.

On November 7, 2007 the Company terminated its Credit Agreement with Barclays Bank PLC which provided for
the issuance of up to $50.0 million face amount of letters of credit on behalf of the Company. Securities pledged under the Barclays facility were fully released on October 16, 2007. Letters of Credit previously issued under the Barclays
facility were replaced under the Credit Agreement with Union Bank of California which was established on July 18, 2007.



26



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|ITEM 6. | EXHIBITS
|------- | --------

The following exhibits are included
herewith.



|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER |  | DOCUMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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.

SIGNATURES

Pursuant to the requirements 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.
|                       |  |  | 
|Date: November 7, 2007 |  |  |  | By:                 |  | /s/ Donald J. Zuk    
|                       |  |  |  |                     |  |                       |  | Donald J. Zuk                                    
|                       |  |  |  |                     |  |                       |  | President and Chief Executive Officer            
|                       |  |  | 
|Date: November 7, 2007 |  |  |  | By:                 |  | /s/ Robert B. Tschudy
|                       |  |  |  |                     |  |                       |  | Robert B. Tschudy                                
|                       |  |  |  |                     |  |                       |  | Senior Vice President and Chief Financial Officer



27