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UNITED STATES  SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

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QUARTERLY REPORTPURSUANT TO SECTION 13
OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED JUNE 30, 2003

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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 jurisdictionof incorporation or organization) |  | (I.R.S. EmployerIdentification No.)

1888 Century Park East, Los Angeles, California 90067www.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.

YesxNoo

Indicate by check mark whether the
Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YesoNox

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

|                                           |  |                              
|------------------------------------------ |  | -----------------------------
|Class                                      |  | Outstanding at August 8, 2003
|                                           |  |                              
|Preferred stock, par value $l.00 per share |  | No shares outstanding        
|Common stock, par value $0.0001 per share  |  | 9,864,201 shares             

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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)

|                                                                                                                                                                |               |  |                   |           |   |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- |  | ----------------- | --------- | - | - | --------- | -
|                                                                                                                                                                | JUNE 30, 2003 |  | DECEMBER 31, 2002 |          
|                                                                                                                                                                |               | 
|                                                                                                                                                                | (unaudited)   |  |                   |          
|ASSETS                                                                                                                                                          |               |  |                   |           |   |   |           |  
|Securities available-for-sale:                                                                                                                                  |               |  |                   |           |   |   |           |  
|Fixed maturity investments, at fair value (amortized cost 2003 - $542,162; 2002 -
$523,516)                                                                     |               |  | $                 | 565,386   |   | $ | 538,675   |  
|Equity investments, at fair value (cost 2003 - $25,377; 2002 - $29,758)                                                                                         |               |  |                   | 28,279    |   |   | 34,237    |  
|                                                                                                                                                                |               | 
|Total securities available-for-sale                                                                                                                             |               |  |                   | 593,665   |   |   | 572,912   |  
|Other Investment                                                                                                                                                |               |  |                   | 16,152    |   |   | 15,000    |  
|Real estate                                                                                                                                                     |               |  |                   | 12,977    |   |   | 15,407    |  
|Cash and cash equivalents                                                                                                                                       |               |  |                   | 63,999    |   |   | 115,787   |  
|                                                                                                                                                                |               | 
|Total investments                                                                                                                                               |               |  |                   | 686,793   |   |   | 719,106   |  
|Accrued investment income                                                                                                                                       |               |  |                   | 7,520     |   |   | 8,157     |  
|Premiums receivable                                                                                                                                             |               |  |                   | 141,211   |   |   | 117,335   |  
|Reinsurance recoverable on paid and unpaid claims                                                                                                               |               |  |                   | 141,418   |   |   | 153,589   |  
|Deferred policy acquisition costs                                                                                                                               |               |  |                   | 10,886    |   |   | 6,858     |  
|Federal income taxes receivable                                                                                                                                 |               |  |                   | 10,944    |   |   | 10,944    |  
|Deferred federal income taxes                                                                                                                                   |               |  |                   | 33,028    |   |   | 32,356    |  
|Property and equipment, net                                                                                                                                     |               |  |                   | 4,701     |   |   | 5,305     |  
|Other assets                                                                                                                                                    |               |  |                   | 12,580    |   |   | 10,116    |  
|                                                                                                                                                                |               | 
|Total assets                                                                                                                                                    |               |  | $                 | 1,049,081 |   | $ | 1,063,766 |  
|                                                                                                                                                                |               | 
|LIABILITIES                                                                                                                                                     |               |  |                   |           |   |   |           |  
|Reserves:                                                                                                                                                       |               |  |                   |           |   |   |           |  
|Losses and loss adjustment expenses                                                                                                                             |               |  | $                 | 636,295   |   | $ | 650,671   |  
|Unearned premiums                                                                                                                                               |               |  |                   | 78,969    |   |   | 67,556    |  
|                                                                                                                                                                |               | 
|Total reserves                                                                                                                                                  |               |  |                   | 715,264   |   |   | 718,227   |  
|Amounts held for reinsurance                                                                                                                                    |               |  |                   | 79,664    |   |   | 87,701    |  
|Other liabilities                                                                                                                                               |               |  |                   | 21,970    |   |   | 30,672    |  
|                                                                                                                                                                |               | 
|Total liabilities                                                                                                                                               |               |  |                   | 816,898   |   |   | 836,600   |  
|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, 2003  9,364,201 shares
outstanding 2002  9,333,807 shares outstanding |               |  |                   | 1         |   |   | 1         |  
|Additional paid-in capital                                                                                                                                      |               |  |                   | 37,281    |   |   | 37,805    |  
|Retained earnings                                                                                                                                               |               |  |                   | 278,032   |   |   | 280,609   |  
|Treasury stock, at cost 2003  2,927,890 shares and 2002  2,958,284 shares                                                                                     |               |  |                   | (98,059   | ) |   | (98,830   | )
|Subscription notes receivable                                                                                                                                   |               |  |                   | (3,313    | ) |   | (3,592    | )
|Accumulated other comprehensive income                                                                                                                          |               |  |                   | 18,241    |   |   | 11,173    |  
|                                                                                                                                                                |               | 
|Total stockholders equity                                                                                                                                      |               |  |                   | 232,183   |   |   | 227,166   |  
|                                                                                                                                                                |               | 
|Total liabilities and stockholders equity                                                                                                                      |               |  | $                 | 1,049,081 |   | $ | 1,063,766 |  
|                                                                                                                                                                |               | 

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)

|                                                          |                           |  |                             |         |      |   |         |   |   |        |  |   |         |  
|--------------------------------------------------------- | ------------------------- |  | --------------------------- | ------- | ---- | - | ------- | - | - | ------ |  | - | ------- | -
|                                                          | SIX MONTHS ENDED JUNE 30, |  | THREE MONTHS ENDED JUNE 30, |        
|                                                          |                           |  |                            
|                                                          | 2003                      |  | 2002                        |         | 2003 |   | 2002    |  
|                                                          |                           |  |                             |         |     
|Revenues:                                                 |                           |  |                             |         |      |   |         |   |   |        |  |   |         |  
|Net premiums earned                                       |                           |  | $                           | 94,000  |      | $ | 159,879 |   | $ | 39,744 |  | $ | 78,826  |  
|Net investment income                                     |                           |  |                             | 10,920  |      |   | 16,455  |   |   | 5,330  |  |   | 7,917   |  
|Realized investment gains                                 |                           |  |                             | 3,927   |      |   | 1,376   |   |   | 837    |  |   | 1,041   |  
|Income from affiliates                                    |                           |  |                             | 375     |      |   | 332     |   |   | 188    |  |   | 84      |  
|Other revenue                                             |                           |  |                             | 1,645   |      |   | 880     |   |   | 1,326  |  |   | 776     |  
|                                                          |                           | 
|Total revenues                                            |                           |  |                             | 110,867 |      |   | 178,922 |   |   | 47,425 |  |   | 88,644  |  
|Expenses:                                                 |                           |  |                             |         |      |   |         |   |   |        |  |   |         |  
|Losses and loss adjustment expenses                       |                           |  |                             | 82,875  |      |   | 157,027 |   |   | 34,324 |  |   | 88,327  |  
|Other operating expenses                                  |                           |  |                             | 29,278  |      |   | 39,947  |   |   | 11,844 |  |   | 19,170  |  
|Interest expense                                          |                           |  |                             |         |      |   | 66      |   |   |        |  |   | 15      |  
|                                                          |                           | 
|Total expenses                                            |                           |  |                             | 112,153 |      |   | 197,040 |   |   | 46,168 |  |   | 107,512 |  
|                                                          |                           | 
|Income (loss) before federal income taxes                 |                           |  |                             | (1,286  | )    |   | (18,118 | ) |   | 1,257  |  |   | (18,868 | )
|Federal income tax expense (benefit)                      |                           |  |                             | (676    | )    |   | (7,055  | ) |   | 645    |  |   | (6,879  | )
|                                                          |                           | 
|Net income (loss)                                         |                           |  | $                           | (610    | )    | $ | (11,063 | ) | $ | 612    |  | $ | (11,989 | )
|                                                          |                           | 
|Basic earnings (loss) per share                           |                           |  | $                           | (0.07   | )    | $ | (1.19   | ) | $ | 0.07   |  | $ | (1.29   | )
|Diluted earnings (loss) per share                         |                           |  | $                           | (0.07   | )    | $ | (1.19   | ) | $ | 0.07   |  | $ | (1.29   | )
|Cash dividend declared and paid per share of common stock |                           |  | $                           | 0.20    |      | $ | 0.20    |   | $ | 0.10   |  | $ | 0.10    |  

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DOLLARS IN THOUSANDS) (UNAUDITED)

|                                                                                                                                                   |              |  |                            |   |                                        |   |                   |   |                |        |                                     |   |                            |   |   |         |   |   |        |   |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ |  | -------------------------- | - | -------------------------------------- | - | ----------------- | - | -------------- | ------ | ----------------------------------- | - | -------------------------- | - | - | ------- | - | - | ------ | - | - | ------- | -
|                                                                                                                                                   | COMMON STOCK |  | ADDITIONAL PAID-IN CAPITAL |   | ACCUMULATED OTHER COMPREHENSIVE INCOME |   | RETAINED EARNINGS |   | TREASURY STOCK |        | STOCK SUBSCRIPTION NOTES RECEIVABLE |   | TOTAL STOCKHOLDERS EQUITY |  
|                                                                                                                                                   |             
|BALANCE AT JANUARY 1, 2003                                                                                                                         |              |  | $                          | 1 |                                        | $ | 37,805            |   | $              | 11,173 |                                     | $ | 280,609                    |   | $ | (98,830 | ) | $ | (3,592 | ) | $ | 227,166 |  
|Net loss                                                                                                                                           |              |  |                            |   |                                        |   |                   |   |                |        |                                     |   | (610                       | ) |   |         |   |   |        |   |   | (610    | )
|Other comprehensive income for unrealized gains on securities sold, net of
reclassification adjustments of $2,226 for gains included in net income |              |  |                            |   |                                        |   |                   |   |                | 7,043  |                                     |   |                            |   |   |         |   |   |        |   |   | 7,043   |  
|Unrealized foreign currency gain                                                                                                                   |              |  |                            |   |                                        |   |                   |   |                | 220    |                                     |   |                            |   |   |         |   |   |        |   |   | 220     |  
|Change in minimum pension liability                                                                                                                |              |  |                            |   |                                        |   |                   |   |                | (195   | )                                   |   |                            |   |   |         |   |   |        |   |   | (195    | )
|                                                                                                                                                   |              |  |                            |   |                                        |   |                   |  
|Comprehensive gain:                                                                                                                                |              |  |                            |   |                                        |   |                   |   |                |        |                                     |   |                            |   |   |         |   |   |        |   |   | 6,458   |  
|Treasury stock reissued                                                                                                                            |              |  |                            |   |                                        |   | (524              | ) |                |        |                                     |   |                            |   |   | 771     |   |   | 279    |   |   | 526     |  
|Cash dividends                                                                                                                                     |              |  |                            |   |                                        |   |                   |   |                |        |                                     |   | (1,967                     | ) |   |         |   |   |        |   |   | (1,967  | )
|                                                                                                                                                   |              | 
|BALANCE AT JUNE 30, 2003                                                                                                                           |              |  | $                          | 1 |                                        | $ | 37,281            |   | $              | 18,241 |                                     | $ | 278,032                    |   | $ | (98,059 | ) | $ | (3,313 | ) | $ | 232,183 |  
|                                                                                                                                                   |              | 

See accompanying notes to Consolidated Financial Statements.

3



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SCPIE HOLDINGS INC. AND SUBISIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
(UNAUDITED)

|                                                                                                   |                           |  |      |          |   |   |          |  
|-------------------------------------------------------------------------------------------------- | ------------------------- |  | ---- | -------- | - | - | -------- | -
|                                                                                                   | SIX MONTHS ENDED JUNE 30, | 
|                                                                                                   | 2003                      |  | 2002 |         
|                                                                                                   |                           |  |     
|OPERATING ACTIVITIES                                                                               |                           |  |      |          |   |   |          |  
|Net income (loss)                                                                                  |                           |  | $    | (610     | ) | $ | (11,063  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |                           |  |      |          |   |   |          |  
|Provisions for amortization and depreciation                                                       |                           |  |      | 2,474    |   |   | 2,389    |  
|Provision for deferred federal income taxes                                                        |                           |  |      | (676     | ) |   | (3,991   | )
|Realized investment gains                                                                          |                           |  |      | (3,927   | ) |   | (1,376   | )
|Equity in earnings of affiliate                                                                    |                           |  |      | (375     | ) |   | (332     | )
|Changes in operating assets and liabilities:                                                       |                           |  |      |          |   |   |          |  
|Deferred acquisition costs                                                                         |                           |  |      | (4,028   | ) |   | (1,481   | )
|Accrued investment income                                                                          |                           |  |      | 637      |   |   | (109     | )
|Federal income tax receivable                                                                      |                           |  |      |          |   |   | 18,951   |  
|Unearned premiums                                                                                  |                           |  |      | 11,413   |   |   | 32,567   |  
|Loss and loss adjustment expense reserves                                                          |                           |  |      | (14,376  | ) |   | 20,332   |  
|Reinsurance coverable on paid and unpaid claims                                                    |                           |  |      | 12,171   |   |   | (5,287   | )
|Amounts held for reinsurance                                                                       |                           |  |      | (8,037   | ) |   |          |  
|Other liabilities                                                                                  |                           |  |      | (8,702   | ) |   | (2,317   | )
|Premiums receivable                                                                                |                           |  |      | (23,876  | ) |   | (43,828  | )
|Other assets                                                                                       |                           |  |      | (63      | ) |   | 564      |  
|                                                                                                   |                           |  |     
|Net cash provided by (used in) operating activities                                                |                           |  |      | (38,254  | ) |   | 5,019    |  
|INVESTING ACTIVITIES                                                                               |                           |  |      |          |   |   |          |  
|Purchasesfixed maturities                                                                         |                           |  |      | (273,923 | ) |   | (165,041 | )
|Salesfixed maturities:                                                                            |                           |  |      | 256,025  |   |   | 174,354  |  
|Maturitiesfixed maturities                                                                        |                           |  |      | 1,600    |   |   | 3,500    |  
|Salesequities                                                                                     |                           |  |      | 3,926    |   |   |          |  
|                                                                                                   |                           |  |     
|Net cash provided by (used in) investing activities                                                |                           |  |      | (12,372  | ) |   | 12,813   |  
|FINANCING ACTIVITIES                                                                               |                           |  |      |          |   |   |          |  
|Reissue of treasury shares                                                                         |                           |  |      | 247      |   |   | 109      |  
|Repayment of stock subscription note                                                               |                           |  |      | 279      |   |   | 279      |  
|Cash dividends                                                                                     |                           |  |      | (1,967   | ) |   | (1,874   | )
|Bank loan payment                                                                                  |                           |  |      |          |   |   | (9,000   | )
|                                                                                                   |                           |  |     
|Net cash used in financing activities                                                              |                           |  |      | (1,441   | ) |   | (10,486  | )
|                                                                                                   |                           |  |     
|Decrease in cash and cash equivalents                                                              |                           |  |      | (51,788  | ) |   | 7,346    |  
|Cash and cash equivalents at beginning of period                                                   |                           |  |      | 115,787  |   |   | 10,162   |  
|                                                                                                   |                           |  |     
|Cash and cash equivalents at end of period                                                         |                           |  | $    | 63,999   |   | $ | 17,508   |  
|                                                                                                   |                           |  |     

See accompanying notes to Consolidated Financial Statements.

4



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SCPIE HOLDINGS INC. AND SUBISIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2003

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 generally accepted accounting principles (GAAP) for interim financial information and with 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 generally accepted accounting principles 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 six-month period ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and notes thereto included
in SCPIE Holdings Inc.s Annual Report on Form 10-K for the year ended December 31, 2002.

Certain 2002 amounts have been reclassified to conform to the 2003 presentation.

2. EARNINGS PER SHARE

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

|                                                                                                                 |                           |  |                             |       |      |   |         |   |   |       |  |   |         |  
|---------------------------------------------------------------------------------------------------------------- | ------------------------- |  | --------------------------- | ----- | ---- | - | ------- | - | - | ----- |  | - | ------- | -
|                                                                                                                 | SIX MONTHS ENDED JUNE 30, |  | THREE MONTHS ENDED JUNE 30, |      
|(IN THOUSANDS, EXCEPT PER SHARE DATA)                                                                            | 2003                      |  | 2002                        |       | 2003 |   | 2002    |  
|                                                                                                                 |                           |  |                             |       |     
|Numerator                                                                                                        |                           |  |                             |       |      |   |         |   |   |       |  |   |         |  
|Net income (loss)                                                                                                |                           |  | $                           | (610  | )    | $ | (11,063 | ) | $ | 612   |  | $ | (11,989 | )
|Numerator for:                                                                                                   |                           |  |                             |       |      |   |         |   |   |       |  |   |         |  
|Basic earnings (loss) per share of common stock                                                                  |                           |  |                             | (610  | )    |   | (11,063 | ) |   | 612   |  |   | (11,989 | )
|Diluted earnings (loss) per share of common stock                                                                |                           |  |                             | (610  | )    |   | (11,063 | ) |   | 612   |  |   | (11,989 | )
|Denominator                                                                                                      |                           |  |                             |       |      |   |         |   |   |       |  |   |         |  
|Denominator for basic earnings (loss) per share of common stock  weighted-average shares outstanding            |                           |  |                             | 9,345 |      |   | 9,318   |   |   | 9,345 |  |   | 9,318   |  
|Effect of dilutive securities:                                                                                   |                           |  |                             |       |      |   |         |   |   |       |  |   |         |  
|Stock options                                                                                                    |                           |  |                             |       |      |   |         |   |   | 70    |  |   |         |  
|                                                                                                                 |                           | 
|Denominator for diluted earnings (loss) per share of common stock adjusted  weighted-average shares outstanding |                           |  |                             | 9,345 |      |   | 9,318   |   |   | 9,415 |  |   | 9,318   |  
|Basic earnings (loss) per share of common stock                                                                  |                           |  | $                           | (0.07 | )    | $ | (1.19   | ) | $ | 0.07  |  | $ | (1.29   | )
|Diluted earnings (loss) per share of common stock                                                                |                           |  | $                           | (0.07 | )    | $ | (1.19   | ) | $ | 0.07  |  | $ | (1.29   | )

For the six months ended June 30, 2003, no incremental shares related to stock options are included in the diluted number of shares
outstanding as the impact would have been antidilutive.

5



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3. INVESTMENTS

The Companys investments in available-for-sale securities at June 30, 2003 are summarized
as follows:

|                                                                                             |                        |  |                        |         |                         |   |            |  |   |       |  |   |        
|-------------------------------------------------------------------------------------------- | ---------------------- |  | ---------------------- | ------- | ----------------------- | - | ---------- |  | - | ----- |  | - | -------
|                                                                                             | COST OR AMORTIZED COST |  | GROSS UNREALIZED GAINS |         | GROSS UNREALIZED LOSSES |   | FAIR VALUE
|                                                                                             |                       
|                                                                                             | (IN THOUSANDS)        
|Fixed-maturity securities:                                                                   |                        |  |                        |         |                         |   |            |  |   |       |  |   |        
|Bonds:                                                                                       |                        |  |                        |         |                         |   |            |  |   |       |  |   |        
|U.S. Government and Agencies                                                                 |                        |  | $                      | 221,895 |                         | $ | 12,402     |  | $ | 192   |  | $ | 234,105
|Mortgage-backed securities, Collateralized mortgage obligations, and Asset-backed securities |                        |  |                        | 76,369  |                         |   | 2,566      |  |   | 108   |  |   | 78,827 
|Corporate                                                                                    |                        |  |                        | 243,898 |                         |   | 9,163      |  |   | 607   |  |   | 252,454
|                                                                                             |                       
|Total fixed-maturity securities                                                              |                        |  |                        | 542,162 |                         |   | 24,131     |  |   | 907   |  |   | 565,386
|Equity securities                                                                            |                        |  |                        | 25,377  |                         |   | 3,077      |  |   | 175   |  |   | 28,279 
|                                                                                             |                       
|Total                                                                                        |                        |  | $                      | 567,539 |                         | $ | 27,208     |  | $ | 1,082 |  | $ | 593,665
|                                                                                             |                       

4. FEDERAL INCOME TAXES

A reconciliation of income tax benefit in the accompanying
statements of income are summarized as follows:

|                                             |                           |  |      |      |   |   |        |  
|-------------------------------------------- | ------------------------- |  | ---- | ---- | - | - | ------ | -
|                                             | SIX MONTHS ENDED JUNE 30, | 
|                                             | 2003                      |  | 2002
|                                             |                           | 
|                                             | (IN THOUSANDS)            | 
|Federal income tax at 35%                    |                           |  | $    | (450 | ) | $ | (6,341 | )
|Increase (decrease) in taxes resulting from: |                           |  |      |      |   |   |        |  
|Tax-exempt interest                          |                           |  |      |      |   |   | (767   | )
|Other                                        |                           |  |      | (226 | ) |   | 53     |  
|                                             |                           |  |     
|Total                                        |                           |  | $    | (676 | ) | $ | (7,055 | )
|                                             |                           |  |     

5. COMPREHENSIVE INCOME (LOSS)

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

|                                                          |                           |  |                             |        |      |   |         |   |   |       |   |   |         |  
|--------------------------------------------------------- | ------------------------- |  | --------------------------- | ------ | ---- | - | ------- | - | - | ----- | - | - | ------- | -
|                                                          | SIX MONTHS ENDED JUNE 30, |  | THREE MONTHS ENDED JUNE 30, |       
|(IN THOUSANDS)                                            | 2003                      |  | 2002                        |        | 2003 |   | 2002   
|                                                          |                           |  |                             |       
|Net income (loss)                                         |                           |  | $                           | (610   | )    | $ | (11,063 | ) | $ | 612   |   | $ | (11,989 | )
|Other comprehensive income (loss), before tax:            |                           |  |                             |        |      |   |         |   |   |       |   |   |         |  
|Unrealized gains (loss) on securities                     |                           |  |                             | 9,820  |      |   | 5,275   |   |   | 9,002 |   |   | 14,975  |  
|Unrealized foreign currency gains                         |                           |  |                             | 220    |      |   |         |   |   | 220   |   |   |         |  
|Change in minimum pension liability                       |                           |  |                             | (300   | )    |   |         |   |   | (150  | ) |   |         |  
|                                                          |                           |  |                             |        |     
|Other comprehensive income (loss) before tax              |                           |  |                             | 9,740  |      |   | 5,275   |   |   | 9,072 |   |   | 14,975  |  
|Income tax expense (benefit) related to securities        |                           |  |                             | 2,777  |      |   | 1,846   |   |   | 2,491 |   |   | 5,241   |  
|Income tax expense (benefit) related to pension liability |                           |  |                             | (105   | )    |   |         |   |   | (52   | ) |   |         |  
|                                                          |                           |  |                             |        |     
|Comprehensive income (loss)                               |                           |  | $                           | (6,458 | )    | $ | (7,634  | ) | $ | 7,245 |   | $ | (2,255  | )
|                                                          |                           |  |                             |        |     

6



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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 a subsidiary of GoshawK Insurance Holdings plc, a publicly held London-based insurer and reinsurer (GoshawK), that divested substantially all of the Companys ongoing assumed
reinsurance operations. The Company has one ongoing assumed reinsurance treaty for the 2003 underwriting year.

The following table presents information about reportable segment income (loss) and segment
assets as of and for the periods indicated (dollars in thousands):

|                                          |                                       |  |                     |         |       |   |         |   |   |         |  |   |           |  
|----------------------------------------- | ------------------------------------- |  | ------------------- | ------- | ----- | - | ------- | - | - | ------- |  | - | --------- | -
|SIX MONTHS ENDED JUNE 30, 2003            | DIRECT HEALTHCARE LIABILITY INSURANCE |  | ASSUMED REINSURANCE |         | OTHER |   | TOTAL  
|                                         
|Premiums written                          |                                       |  | $                   | 97,667  |       | $ | 8,572   |   |   |         |  | $ | 106,239   |  
|                                          |                                       |  |                     |         |      
|Premiums earned                           |                                       |  | $                   | 67,310  |       | $ | 26,690  |   |   |         |  | $ | 94,000    |  
|Net investment income                     |                                       |  |                     |         |       |   |         |   | $ | 10,920  |  |   | 10,920    |  
|Realized investment gains                 |                                       |  |                     |         |       |   |         |   |   | 3,927   |  |   | 3,927     |  
|Income from affiliates                    |                                       |  |                     |         |       |   |         |   |   | 375     |  |   | 375       |  
|Other revenue                             |                                       |  |                     |         |       |   |         |   |   | 1,645   |  |   | 1,645     |  
|                                          |                                       |  |                     |         |      
|Total revenues                            |                                       |  |                     | 67,310  |       |   | 26,690  |   |   | 16,867  |  |   | 110,867   |  
|Losses and loss adjustment expenses       |                                       |  |                     | 64,863  |       |   | 18,012  |   |   |         |  |   | 82,875    |  
|Underwriting and other operating expenses |                                       |  |                     | 13,153  |       |   | 16,125  |   |   |         |  |   | 29,278    |  
|Interest expense                          |                                       |  |                     |         |       |   |         |   |   |         |  |   |           |  
|                                          |                                       |  |                     |         |      
|Total expenses                            |                                       |  |                     | 78,016  |       |   | 34,137  |   |   |         |  |   | 112,153   |  
|                                          |                                       |  |                     |         |      
|Segment income (loss) before income taxes |                                       |  | $                   | (10,706 | )     | $ | (7,447  | ) | $ | 16,867  |  | $ | (1,286    | )
|                                          |                                       |  |                     |         |      
|Combined ratio                            |                                       |  |                     | 115.9   | %     |   | 127.9   | % |   |         |  |   | 119.3     | %
|Segment assets                            |                                       |  | $                   | 62,895  |       | $ | 230,620 |   | $ | 755,566 |  | $ | 1,049,081 |  

7



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|                                          |                                       |  |                     |         |       |   |         |   |   |         |  |   |           |  
|----------------------------------------- | ------------------------------------- |  | ------------------- | ------- | ----- | - | ------- | - | - | ------- |  | - | --------- | -
|SIX MONTHS ENDED JUNE 30, 2002            | DIRECT HEALTHCARE LIABILITY INSURANCE |  | ASSUMED REINSURANCE |         | OTHER |   | TOTAL   |  
|Premiums written                          |                                       |  | $                   | 104,278 |       | $ | 88,168  |   |   |         |  | $ | 192,446   |  
|                                          |                                       |  |                     |         |       |   |         |  
|Premiums earned                           |                                       |  | $                   | 85,354  |       | $ | 74,525  |   |   |         |  | $ | 159,879   |  
|Net investment income                     |                                       |  |                     |         |       |   |         |   | $ | 16,455  |  |   | 16,455    |  
|Realized investment gains                 |                                       |  |                     |         |       |   |         |   |   | 1,376   |  |   | 1,376     |  
|Income from affiliates                    |                                       |  |                     |         |       |   |         |   |   | 332     |  |   | 332       |  
|Other revenue                             |                                       |  |                     |         |       |   |         |   |   | 880     |  |   | 880       |  
|                                          |                                       |  |                     |         |       |   |         |  
|Total revenues                            |                                       |  |                     | 85,354  |       |   | 74,525  |   |   | 19,043  |  |   | 178,922   |  
|Losses and loss adjustment expenses       |                                       |  |                     | 88,290  |       |   | 68,737  |   |   |         |  |   | 157,027   |  
|Underwriting and other operating expenses |                                       |  |                     | 18,554  |       |   | 21,393  |   |   |         |  |   | 39,947    |  
|Interest expense                          |                                       |  |                     |         |       |   |         |   |   | 66      |  |   | 66        |  
|                                          |                                       |  |                     |         |       |   |         |  
|Total expenses                            |                                       |  |                     | 106,844 |       |   | 90,130  |   |   | 66      |  |   | 197,040   |  
|                                          |                                       |  |                     |         |       |   |         |  
|Segment income (loss) before income taxes |                                       |  | $                   | (21,490 | )     | $ | (15,605 | ) | $ | 18,977  |  | $ | (18,118   | )
|                                          |                                       |  |                     |         |       |   |         |  
|Combined ratio                            |                                       |  |                     | 125.2   | %     |   | 120.9   | % |   |         |  |   | 123.2     | %
|Segment assets                            |                                       |  | $                   | 218,684 |       | $ | 82,518  |   | $ | 708,908 |  | $ | 1,010,110 |  

|                                          |                                       |  |                     |        |       |   |         |   |   |         |  |   |           |  
|----------------------------------------- | ------------------------------------- |  | ------------------- | ------ | ----- | - | ------- | - | - | ------- |  | - | --------- | -
|THREE MONTHS ENDED JUNE 30, 2003          | DIRECT HEALTHCARE LIABILITY INSURANCE |  | ASSUMED REINSURANCE |        | OTHER |   | TOTAL   |  
|Premiums written                          |                                       |  | $                   | 2,239  |       | $ | 10,096  |   |   |         |  | $ | 12,335    |  
|                                          |                                       |  |                     |        |       |   |         |  
|Premiums earned                           |                                       |  | $                   | 31,660 |       | $ | 8,084   |   |   |         |  | $ | 39,744    |  
|Net investment income                     |                                       |  |                     |        |       |   |         |   | $ | 5,330   |  |   | 5,330     |  
|Realized investment gains                 |                                       |  |                     |        |       |   |         |   |   | 837     |  |   | 837       |  
|Income from affiliates                    |                                       |  |                     |        |       |   |         |   |   | 188     |  |   | 188       |  
|Other revenue                             |                                       |  |                     |        |       |   |         |   |   | 1,326   |  |   | 1,326     |  
|                                          |                                       |  |                     |        |       |   |         |  
|Total revenues                            |                                       |  |                     | 31,660 |       |   | 8,084   |   |   | 7,681   |  |   | 47,425    |  
|Losses and loss adjustment expenses       |                                       |  |                     | 27,302 |       |   | 7,022   |   |   |         |  |   | 34,324    |  
|Underwriting and other operating expenses |                                       |  |                     | 5,430  |       |   | 6,414   |   |   |         |  |   | 11,844    |  
|Interest expense                          |                                       |  |                     |        |       |   |         |   |   |         |  |   |           |  
|                                          |                                       |  |                     |        |       |   |         |  
|Total expenses                            |                                       |  |                     | 32,732 |       |   | 13,436  |   |   |         |  |   | 46,168    |  
|                                          |                                       |  |                     |        |       |   |         |  
|Segment income (loss) before income taxes |                                       |  | $                   | (1,072 | )     | $ | (5,352  | ) | $ | 7,681   |  | $ | 1,257     |  
|                                          |                                       |  |                     |        |       |   |         |  
|Combined ratio                            |                                       |  |                     | 103.4  | %     |   | 166.2   | % |   |         |  |   | 116.2     | %
|Segment assets                            |                                       |  | $                   | 62,895 |       | $ | 230,620 |   | $ | 755,566 |  | $ | 1,049,081 |  

8



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|                                          |                                       |  |                     |         |       |   |         |   |   |         |  |   |           |  
|----------------------------------------- | ------------------------------------- |  | ------------------- | ------- | ----- | - | ------- | - | - | ------- |  | - | --------- | -
|THREE MONTHS ENDED JUNE 30, 2002          | DIRECT HEALTHCARE LIABILITY INSURANCE |  | ASSUMED REINSURANCE |         | OTHER |   | TOTAL   |  
|Premiums written                          |                                       |  | $                   | 5,557   |       | $ | 45,466  |   |   |         |  | $ | 51,023    |  
|                                          |                                       |  |                     |         |       |   |         |  
|Premiums earned                           |                                       |  | $                   | 42,212  |       | $ | 36,614  |   |   |         |  | $ | 78,826    |  
|Net investment income                     |                                       |  |                     |         |       |   |         |   | $ | 7,917   |  |   | 7,917     |  
|Realized investment gains                 |                                       |  |                     |         |       |   |         |   |   | 1,041   |  |   | 1,041     |  
|Income from affiliates                    |                                       |  |                     |         |       |   |         |   |   | 84      |  |   | 84        |  
|Other revenue                             |                                       |  |                     |         |       |   |         |   |   | 776     |  |   | 776       |  
|                                          |                                       |  |                     |         |       |   |         |  
|Total revenues                            |                                       |  |                     | 42,212  |       |   | 36,614  |   |   | 9,818   |  |   | 88,644    |  
|Losses and loss adjustment expenses       |                                       |  |                     | 47,794  |       |   | 40,533  |   |   |         |  |   | 88,327    |  
|Underwriting and other operating expenses |                                       |  |                     | 7,446   |       |   | 11,724  |   |   |         |  |   | 19,170    |  
|Interest expense                          |                                       |  |                     |         |       |   |         |   |   | 15      |  |   | 15        |  
|                                          |                                       |  |                     |         |       |   |         |  
|Total expenses                            |                                       |  |                     | 55,240  |       |   | 52,257  |   |   | 15      |  |   | 107,512   |  
|                                          |                                       |  |                     |         |       |   |         |  
|Segment income (loss) before income taxes |                                       |  | $                   | (13,028 | )     | $ | (15,643 | ) | $ | 9,803   |  | $ | (18,868   | )
|                                          |                                       |  |                     |         |       |   |         |  
|Combined ratio                            |                                       |  |                     | 130.9   | %     |   | 142.7   | % |   |         |  |   | 136.4     | %
|Segment assets                            |                                       |  | $                   | 218,684 |       | $ | 82,518  |   | $ | 708,908 |  | $ | 1,010,110 |  

Premiums written represents the premiums charged on policies issued during a fiscal period. Premiums earned 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.

7.   COMMITMENTS AND
CONTINGENCIES

The Company is named as 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.

Between January 1, 2000, and April 30, 2001, the Company issued endorsements to certain policyholders of the insurance company subsidiaries of Highlands Insurance Group, Inc. (HIG). Under these endorsements, the Company agreed
to assume the policy obligations of the HIG insurance company subsidiaries, if the subsidiaries became unable to pay their obligations by reason of having been declared insolvent by a court of competent jurisdiction. The coverages included property,
workers compensation, commercial automobile, general liability and umbrella. The gross premiums written by the HIG subsidiaries were approximately $88.0 million for the subject policies. In November 2001, HIG disclosed that its A.M. Best
Company (A.M. Best) rating had been reduced to C- and that its financial plan might trigger some level of regulatory involvement. In December 2001, HIG announced that it would cease issuing any new or renewal policies as soon as practical. HIG has
advised the Company that at June 30, 2003, the HIG insurance company subsidiaries had paid losses and LAE under the subject policies of $57.4 million and had established case loss reserves of $14.9 million, net of reinsurance. Incurred but not
reported losses are expected to emerge; however, the amount cannot be reasonably determined at this time. To the extent the HIG insurance company subsidiaries are declared insolvent at some future date by a court of competent jurisdiction and are
unable to pay losses under the subject policies, the Company would be responsible to pay the amount of the losses incurred and unpaid at such date, and the Company would be entitled to indemnification of a portion of this loss from certain of the
reinsurers of the HIG insurance company subsidiaries. The Company would also be subrogated to the rights of the policyholders as creditors of the HIG insurance company subsidiaries.

On August 1, 2003, the
Superior Court of the State of California for the County of Orange, upon an application filed by the California Insurance Commissioner, declared the California domiciled HIG insurance company subsidiary insolvent and appointed the Insurance
Commissioner liquidator of the subsidiary. That subsidiary had established case loss reserves under the subject policies of approximately $450,000 at June 30, 2003. All of the other non-California HIG insurance company subsidiaries were merged
during 2002 and 2003 into a single Texas domiciled subsidiary. The Quarterly Statements filed by these merged subsidiaries with the Texas insurance regulatory authorities at March 31, 2003 show combined policyholder surplus of approximately $15.5
million at that date. These merged subsidiaries are currently in voluntary liquidation and under close supervision by regula-

9



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tory authorities. The ultimate impact of additional regulatory action against this Texas domiciled subsidiary, if any, is not currently determinable, but could be
significant.

The Company has a letter of credit facility in the amount of $50 million with Barclays Bank PLC. Letters of credit issued under the facility fulfill the requirements of Lloyds and
guarantee loss reserves under reinsurance contracts. As of June 30, 2003, letter of credit issuance under the facility was approximately $42.3 million. Securities with an aggregate fair market value of $46.5 million are pledged as collateral under
the facility.

In the third quarter of 2002, the Company received a notice of assessment from the California Franchise Tax Board (FTB) for the 1997, 1998, 1999 and 2000 tax years in the total amount of $15.4
million, not including the federal tax benefits from the payment of such assessment or interest that might be included on amounts, if any, ultimately paid to the FTB. The assessment is the result of a memorandum issued by the FTB in April 2002. The
memorandum, which is based partly on the California Court of Appeals Decision inCeridian v. Franchise Tax Board, challenges the exclusion from the California income tax of dividends received by holding companies from their insurance company
subsidiaries during the tax years ended on or after December 1, 1997. The Company has protested these assessments and while the Company intends to vigorously protest the current and any future assessments, there can be no assurance as to the
ultimate outcome of these protests.

8.   STOCK-BASED COMPENSATION

The following table illustrates the effect on net income (loss) and earnings per share if the Company applied
the fair value recognition provision as defined in Financial Accounting Standards Board Statement (FASB) No. 123, Accounting of Stock-Based Compensation:

|                                      | SIX MONTHS ENDEDJUNE 30,                                                                                                                   | THREE MONTHS ENDED  JUNE 30,
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------
|                                      |                                                                                                                                            |                             
|(IN THOUSANDS, EXCEPT PER SHARE DATA) | 2003                                                                                                                                       | 2002                        
|                                      |                                                                                                                                            |                             
|                                      | Net income (loss) as reported                                                                                                              | $     (610)                 
|                                      | Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards net of related tax effects | (697)                       
|                                      |                                                                                                                                            |                             
|                                      | Pro forma net income (loss)                                                                                                                | $ (1,307)                   
|                                      | Earnings (loss) per share: Basicas reported                                                                                               | $   (0.07)                  
|                                      | Basicpro forma                                                                                                                            | $   (0.14)                  
|                                      | Dilutedas reported                                                                                                                        | $   (0.07)                  
|                                      | Dilutedpro forma                                                                                                                          | $   (0.14)                  

For pro forma disclosure purposes, the fair value of stock options was estimated at each date of
grant using a Black-Scholes option pricing model using the following assumptions: Risk-free interest rates ranging from 3.5% to 6.1%; dividend yields ranging from 0.66% to 2.72%; volatility factors of the expected market price of the
Companys common stock ranging from .273 to .871 and a weighted average expected life of the options ranging from three to ten years.

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

The Company currently conducts its insurance
business in two segments: direct healthcare liability insurance and assumed reinsurance operations. Direct healthcare liability insurance represents professional liability insurance for physicians, oral and maxillofacial surgeons and dentists,
healthcare facilities and other healthcare providers. The direct healthcare liability insurance segment is comprised of two components; core and non-core business. Core business represents direct healthcare liability insurance business in California
and Delaware excluding a dental program managed by Brown and Brown, an independent insurance agency, and hospital business. Non-core business represents direct healthcare liability business outside of California and Delaware (principally managed by
Brown & Brown), the Brown & Brown dental program and all hospital business. The non-core business is in run-off and no new or renewal policies have been issued since March 6, 2003.

Assumed
reinsurance represents the book of assumed worldwide reinsurance of professional, commercial and personal liability coverages, commercial and residential property risks, accident and health and workers compensation coverages and marine
coverages. The assumed reinsurance operations were significantly reduced in 2002. In December 2002, the Company entered into a quota share reinsurance transaction with GoshawK, under which the Company ceded almost all of its unearned assumed
reinsurance premiums as of June 30, 2002, together with written reinsurance premiums after that date, in each case related to the assumed reinsurance business for the 2001 and 2002 underwriting years. The effect of this transaction was to retrocede
to GoshawK $129.3 million of premiums in 2002 and an additional $26.3 million of premium in the first half of 2003. The Company retains certain losses related to the assumed reinsurance business, including those related to the World Trade Center,
and the Company will continue to participate in one Lloyds syndicate for the 2003 underwriting year. Other than estimated written premiums of $23 million from this syndicate, the Company will have no significant premiums written or earned from
assumed reinsurance after December 31, 2002.

Certain statements in this 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. 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) and expectations
concerning the Companys ability to retain current insureds at profitable levels, expand its healthcare liability insurance business in its principal market, and successfully withdraw from its assumed reinsurance operations are dependent upon a
variety of factors, including future economic, competitive and market conditions, frequency and severity of catastrophic events, future legislative and regulatory changes, uncertainties of success and potential delays in contested rate approval
hearings, the level of ratings established by national rating organizations, the inherent uncertainty of loss and loss expense estimates, and the cyclical nature of the property and casualty 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, including statutory restrictions on dividends and other intercompany transactions within the Companys holding
structure. These risks and uncertainties, as well as the Companys critical accounting policies, are discussed in more detail under Business  Risk Factors, Managements Discussion and Analysis  General,
and Managements Discussion and Analysis  Critical Accounting Policies in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

10



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RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30,
2002

Consolidated Operating Results

Total revenues were $110.9 million for the six months ended June 30, 2003, a decrease of 38.0%
from total revenues of $178.9 million for the same period in 2002. Premiums earned decreased to $94.0 million in the first six months of 2003 from $159.9 million for the same period in 2002, a decrease of $65.9 million, of which $47.8 million of the
reductions occurred from the assumed reinsurance segment and $18.1 million in the direct healthcare liability segment.

Net investment income decreased to $10.9 million for the six months ended June 30,
2003, a decrease of 33.6% from $16.5 million a year ago. The reduction in investment income is a result of a reduction in invested assets and a significant reduction in the average rate of return on invested assets. The decline in average rate of
return resulted from the sales and corresponding investment gains recorded in 2002 to strengthen statutory surplus, and the lower rates achievable upon the reinvestment of sales proceeds in new securities. The average rate of return on invested
assets was 3.0% and 4.7% for the six months ended June 30, 2003 and 2002, respectively.

Total expenses were $112.1 million for the six months ended June 30, 2003, a decrease of $84.9 million over total
expenses of $197.0 million for the same period in 2002. The combined ratios were 119.3% and 123.2% for the six months ending 2003 and 2002, respectively.

The Company recorded a net loss of $0.6 million for
the six months ended June 30, 2003 as compared to $11.1 million for the corresponding period in 2002.

Direct Healthcare Liability Insurance Segment

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

Direct Healthcare Liability Insurance Segment  Underwriting Results

|                                |      |        |          |   |         |   |   |         |  
|------------------------------- | ---- | ------ | -------- | - | ------- | - | - | ------- | -
|                                | CORE |        | NON-CORE |   | TOTAL   |  
|                                |      |        |          |  
|SIX MONTHS ENDED JUNE 30, 2003  |      |        |          |   |         |   |   |         |  
|Premiums written                | $    | 92,580 |          | $ | 5,087   |   | $ | 97,667  |  
|                                |      |        |          |  
|Premiums earned                 | $    | 58,283 |          | $ | 9,027   |   | $ | 67,310  |  
|Losses and LAE incurred         |      | 54,250 |          |   | 10,613  |   |   | 64,863  |  
|Underwriting and other expenses |      | 10,100 |          |   | 3,053   |   |   | 13,153  |  
|                                |      |        |          |  
|Underwriting loss               |      | (6,067 | )        |   | (4,639  | ) |   | (10,706 | )
|Loss ratio                      |      | 93.1   | %        |   | 117.6   | % |   | 96.4    | %
|Expense ratio                   |      | 17.3   | %        |   | 33.8    | % |   | 19.5    | %
|                                |      |        |          |  
|Combined ratio                  |      | 110.4  | %        |   | 151.4   | % |   | 115.9   | %
|SIX MONTHS ENDED JUNE 30, 2002  |      |        |          |   |         |   |   |         |  
|Premiums written                | $    | 87,669 |          | $ | 16,609  |   | $ | 104,278 |  
|                                |      |        |          |  
|Premiums earned                 | $    | 54,064 |          | $ | 31,290  |   | $ | 85,354  |  
|Losses and LAE incurred         |      | 48,267 |          |   | 40,023  |   |   | 88,290  |  
|Underwriting and other expenses |      | 11,260 |          |   | 7,294   |   |   | 18,554  |  
|                                |      |        |          |  
|Underwriting loss               |      | (5,463 | )        |   | (16,027 | ) |   | (21,490 | )
|Loss ratio                      |      | 89.3   | %        |   | 127.9   | % |   | 103.4   | %
|Expense ratio                   |      | 20.8   | %        |   | 23.3    | % |   | 21.8    | %
|                                |      |        |          |  
|Combined ratio                  |      | 110.1  | %        |   | 151.2   | % |   | 125.2   | %

11



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Core Business

Premiums written and earned increased 5.6% and 7.8%, respectively, in the six months ended June 30, 2003
compared to the same period in 2002. Premiums written and earned increased primarily due to increases in schedule-rated or loss-rated large accounts.

The loss ratio (losses and LAE expenses related to
premiums earned) for the second quarter 2003 was 93.1% compared to 89.3% in the second quarter 2002. The increase in the loss ratio is due primarily to rising underlying cost trends between the periods.

The
expense ratio (underwriting and other expenses related to premiums earned) declined to 17.3% in the second quarter 2003 from 20.8% in the second quarter 2002. The decline is primarily attributable to staff reductions made in the second quarter
2002.

Non-Core Business

Premiums written decreased in the six months ended June 30, 2003 to $5.1 million from $16.6 million for the same period
in 2002. This resulted from a significant decline in the number of policies in the non-core business. Unearned premium related to the non-core business was $3.1 million as of June 30, 2003. After March 6, 2003, no new or renewal business was written
in the non-core programs as the Company exited these markets. Premium earned in the non-core direct healthcare liability insurance business decreased as the written premium declined.

The lower loss ratio in
the six months ended June 30, 2003 of 117.6% compared to 127.9% for the same period a year ago is the result of smaller development of prior reserves in the second quarter of 2003 versus the second quarter of 2002.

The expense ratio increased in the six months ended June 30, 2003 versus 2002 as the Company now expenses acquisition costs in 2003 in light of the unprofitability of the non-core business that was previously
deferred.

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 SIX MONTHS ENDED JUNE 30,         | 2003                                             |        | 2002 |  
|                                          |                                                  |        |     
|Premiums written                          | $                                                | 8,572  |      | $ | 88,168  |  
|                                          |                                                  |        |     
|Premiums earned                           | $                                                | 26,690 |      | $ | 74,525  |  
|Underwriting expenses                     |                                                  |        |      |   |         |  
|Losses                                    |                                                  | 18,012 |      |   | 68,737  |  
|Underwriting and other operating expenses |                                                  | 16,125 |      |   | 21,393  |  
|                                          |                                                  |        |     
|Underwriting gain (loss)                  |                                                  | (7,447 | )    |   | (15,605 | )
|Loss ratio                                |                                                  | 67.5   | %    |   | 92.2    | %
|Expense ratio                             |                                                  | 60.4   | %    |   | 28.7    | %
|                                          |                                                  |        |     
|Combined ratio                            |                                                  | 127.9  | %    |   | 120.9   | %

Premiums written decreased $79.6 million between the second quarter 2002 and the second quarter 2003 because of reduction in programs for the
2003 underwriting year to one and the cession of written premiums to GoshawK. The decrease in earned premium is a result of the decline in written premium.

The loss ratio declined in the six months ended
June 30, 2003 to 67.5% from 92.2% a year ago. 2002 had been unfavorably impacted by adverse development on prior year reserves.

The GoshawK reinsurance treaty entered into in December 2002 effectively cedes
all of the unearned premium and future reported premium after June 30, 2002, for the assumed reinsurance business written for underwriting years 2001 and 2002 by the Company. This treaty relieves the Company of significant underwriting risk and
written premium leverage in 2002 and 2003 and significantly improves the Companys risk-based capital adequacy ratios under both the A.M. Best and National Association of Insurance Commissioners (NAIC) models. The treaty has no limitations on
loss recoveries and includes a profit-sharing provision should the combined ratios calculated on the base premium ceded be below 100%. The treaty requires GoshawK to reimburse the Company for its acquisition and administrative expenses. In addition,
the Company is required to pay GoshawK additional

12



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premium in excess of the base premium ceded of 14.3%. The additional premium reduced the six months ended June 30, 2003 written and earned premium by $3.8 million.

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

The expense ratio was 60.4% in the six months ended June 30, 2003 and 28.7% in the six months ended June 30, 2002. The
impact of the GoshawK additional premium as well as the retroactive treatment of a portion of the premium ceded to GoshawK added approximately 47.6 percentage points to the expense ratio for the six months ended June 30, 2003.

Net investment income decreased to $10.9 million for the six months ended June 30, 2003, a decrease of 33.6% from $16.5 million a year ago. The reduction in
investment income is a result of a reduction in invested assets and a significant reduction in the average rate of return on invested assets. The decline in average rate of return resulted from the sales and corresponding investment gains recorded
in 2002 to strengthen statutory surplus, and the lower rates achievable upon the reinvestment of sales proceeds in new securities. The average rate of return on invested assets was 3.0% and 4.7% for the six months ended June 30, 2003 and 2002,
respectively.

The Company recorded a $2.2 million permanent impairment write-down of its real estate holdings, including transaction costs. This reduces the Companys real estate holdings to the
estimated net realizable proceeds from the pending sales transaction. The pending sale is expected to be completed during the third quarter. The Company will receive a $10.4 million, 7-year mortgage note and cash as part of the sale.

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

Consolidated Operating Results

Total revenues were $47.4 million for the three months ended June 30, 2003, a decrease of 46.5% from total revenues of $88.6 million for the same period in 2002. Premiums earned decreased to $39.7 million in the second quarter
of 2003 from $78.8 million for the same period in 2002, a decrease of $39.1 million, of which $28.5 million of the reductions occurred from the assumed reinsurance segment and $10.6 million in the direct healthcare liability segment.

Net investment income decreased to $5.3 million for the three months ended June 30, 2003, a decrease of 32.7% from $7.9 million a year ago. The reduction in investment income is a result of a reduction in invested
assets and a significant reduction in the average rate of return on invested assets. The decline in average rate of return resulted from the sales and corresponding investment gains recorded in 2002 to strengthen statutory surplus, and the lower
rates achievable upon the reinvestment of sales proceeds in new securities. The average rate of return on invested assets was 3.1 and 4.2% for the three months ended June 30, 2003 and 2002, respectively.

Total expenses were $46.2 million for the three months ended June 30, 2003, a decrease of $61.3 million over total expenses of $107.5 million for the same period in 2002. The combined ratios were 116.2% and 136.4% in the
second quarter of 2003 and 2002, respectively.

The Company recorded net income of $0.6 million for the three months ended June 30, 2003 as compared to a net loss of $12.0 million for the corresponding
period in 2002.

13



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

Direct Healthcare Liability Insurance Segment  Underwriting Results

|                                 |      |  |          |        |       |   |         |   |   |         |  
|-------------------------------- | ---- |  | -------- | ------ | ----- | - | ------- | - | - | ------- | -
|                                 | CORE |  | NON-CORE |        | TOTAL |  
|                                 |      |  |          |       
|THREE MONTHS ENDED JUNE 30, 2003 |      |  |          |        |       |   |         |   |   |         |  
|Premiums written                 |      |  | $        | 2,318  |       | $ | (79     | ) | $ | 2,239   |  
|                                 |      |  |          |       
|Premiums earned                  |      |  | $        | 28,736 |       | $ | 2,924   |   | $ | 31,660  |  
|Losses and LAE incurred          |      |  |          | 26,555 |       |   | 747     |   |   | 27,302  |  
|Underwriting and other expenses  |      |  |          | 5,104  |       |   | 326     |   |   | 5,430   |  
|                                 |      |  |          |       
|Underwriting (loss) gain         |      |  |          | (2,923 | )     |   | 1,851   |   |   | (1,072  | )
|Loss ratio                       |      |  |          | 92.4   | %     |   | 25.5    | % |   | 86.2    | %
|Expense ratio                    |      |  |          | 17.8   | %     |   | 11.1    | % |   | 17.2    | %
|                                 |      |  |          |       
|Combined ratio                   |      |  |          | 110.2  | %     |   | 36.6    | % |   | 103.4   | %
|THREE MONTHS ENDED JUNE 30, 2002 |      |  |          |        |       |   |         |   |   |         |  
|Premiums written                 |      |  | $        | 2,045  |       | $ | 3,512   |   | $ | 5,557   |  
|                                 |      |  |          |       
|Premiums earned                  |      |  | $        | 25,803 |       | $ | 16,409  |   | $ | 42,212  |  
|Losses and LAE incurred          |      |  |          | 23,661 |       |   | 24,133  |   |   | 47,794  |  
|Underwriting and other expenses  |      |  |          | 4,813  |       |   | 2,633   |   |   | 7,446   |  
|                                 |      |  |          |       
|Underwriting loss                |      |  |          | (2,671 | )     |   | (10,357 | ) |   | (13,028 | )
|Loss ratio                       |      |  |          | 91.7   | %     |   | 147.1   | % |   | 113.3   | %
|Expense ratio                    |      |  |          | 18.7   | %     |   | 16.0    | % |   | 17.6    | %
|                                 |      |  |          |       
|Combined ratio                   |      |  |          | 110.4  | %     |   | 163.1   | % |   | 130.9   | %

Premiums written and earned increased 13.3% and 11.3%, respectively, in the
three months ended June 30, 2003 compared to the same period in 2002. Premiums written and earned increased primarily due increases in schedule-rated or loss-rated large accounts. A large majority of the Companys core business has a January 1,
inception date and therefore most written premiums occur in the first quarter of a fiscal year.

The loss ratio (losses and LAE expenses related to premiums earned) for the second quarter 2003 was 92.4%
compared to 91.7% in the second quarter 2002. The increase in the loss ratio is due primarily to rising underlying cost trends between the periods.

The expense ratio (underwriting and other expenses related
to premiums earned) declined to 17.8% in the second quarter 2003 from 18.7% in the second quarter 2002. The decline is primarily attributable to staff reductions made during the second quarter 2002.

After March 6, 2003, no new or renewal business was written in the non-core programs as the Company exited these markets. The negative written premium represented
return premiums due to policy cancellations. Premium earned in the non-core direct healthcare liability insurance business decreased as the written premium declined.

The lower loss ratio in the three months
ended June 30, 2003 of 25.5% compared to 147.1% for the same period a year ago is the result of a small downward development of prior reserves in the second quarter of 2003 versus significant upward development in 2002. The expense ratio decreased
in the three months ended June 30, 2003 versus 2002 as all commission acquisition costs in 2003 were expensed previously. As the non-core premium declines, the ratios become less meaningful.

14



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Assumed Reinsurance Segment

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

|                                          |                                                 |      |   |        |   |   |         |  
|----------------------------------------- | ----------------------------------------------- | ---- | - | ------ | - | - | ------- | -
|                                          | Assumed Reinsurance SegmentUnderwriting Results |     
|FOR THE THREE MONTHS ENDED JUNE 30,       | 2003                                            | 2002
|Premiums written                          |                                                 |      | $ | 10,096 |   | $ | 45,466  |  
|                                          |                                                 |      |   |       
|Premiums earned                           |                                                 |      | $ | 8,084  |   | $ | 36,614  |  
|Underwriting expenses                     |                                                 |      |   |        |   |   |         |  
|Losses                                    |                                                 |      |   | 7,022  |   |   | 40,533  |  
|Underwriting and other operating expenses |                                                 |      |   | 6,414  |   |   | 11,724  |  
|                                          |                                                 |      |   |       
|Underwriting gain (loss)                  |                                                 |      |   | (5,352 | ) |   | (15,643 | )
|Loss ratio                                |                                                 |      |   | 86.9   | % |   | 110.7   | %
|Expense ratio                             |                                                 |      |   | 79.3   | % |   | 32.0    | %
|                                          |                                                 |      |   |       
|Combined ratio                            |                                                 |      |   | 166.2  | % |   | 142.7   | %

Premiums written decreased $35.4 million between the second quarter 2002 and the second quarter 2003 because of reduction in
programs for the 2003 underwriting year to one and the cession of written premiums to GoshawK. The decrease in earned premium is a result of the decline in written premium.

The loss ratio declined in the
three months ended June 30, 2003 to 86.9% from 110.7% a year ago. 2002 had been unfavorably impacted by adverse development on prior year reserves.

The GoshawK reinsurance treaty entered into in December
2002 effectively cedes all of the unearned premium and future reported premium after June 30, 2002, for the assumed reinsurance business written for underwriting years 2001 and 2002 by the Company. This treaty relieves the Company of significant
underwriting risk and written premium leverage in 2002 and 2003 and significantly improves the Companys risk-based capital adequacy ratios under both the A.M. Best and National Association of Insurance Commissioners (NAIC) models. The treaty
has no limitations on loss recoveries and includes a profit-sharing provision should the combined ratios calculated on the base premium ceded be below 100%. The treaty requires GoshawK to reimburse the Company for its acquisition and administrative
expenses. In addition, the Company is required to pay GoshawK additional premium in excess of the base premium ceded of 14.3%. The additional premium reduced the three months ended June 30, 2003 written and earned premium by $0.9 million.

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

The expense ratio was 79.3% in the three months ended June 30, 2003 and 32.0% in the three months ended June
30, 2002. The impact of the GoshawK additional premium as well as the retroactive treatment of a portion of the premium ceded to GoshawK added approximately 25.5 percentage points to the expense ratio in the second quarter 2003.

Other Operations

Net investment income decreased to $5.3 million for the three months ended June 30, 2003, a decrease of 32.9% from $7.9 million a year ago. The reduction in
investment income is a result of a reduction in invested assets and a significant reduction in the average rate of return on invested assets. The decline in average rate of return resulted from the sales and corresponding investment gains recorded
in 2002 to strengthen statutory surplus, and the lower rates achievable upon the reinvestment of sales proceeds in new securities. The average rate of return on invested assets was 3.1% and 4.2% for the three months ended June 30, 2003 and 2002,
respectively.

15



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The Company has entered into an agreement to sell its former headquarter buildings to an outside party. The Company recorded a $2.2 million permanent impairment write-down of its real
estate holdings, including transaction costs. This reduces the Companys real estate holdings to the estimated net realizable proceeds from the pending sales transaction. The Company will receive a $10.4 million, 7-year mortgage note and cash
as part of the sale. The pending sale is expected to be completed during the third quarter.

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.

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 six months of 2003, the Company had negative cash flow from operations of $38.3 million compared to a positive cash flow of $5.0 million in 2002. The negative cash flow in 2003 is related to claims payments associated with the non-core
physician programs, which are now in run-off. The positive cash flow in 2002 was principally due to the receipt of increased assumed reinsurance premiums for which incurred losses had not yet been paid. The Company maintains sufficient liquidity in
its investment portfolio to meet fluctuations in payment needs.

The Company invests its cash flow from operations in both fixed maturity securities and equity securities. The Companys current policy
is to limit its investment in unaffiliated equity securities and real estate to no more than 8% of the total market value of its investments. The Companys portfolio of unaffiliated equity securities was $28.3 million at June 30, 2003. 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 of 10 years ending in 2009, and the Company has two options to renew the lease for a period of five years each.

SCPIE Holdings is an insurance holding company whose assets primarily consist of
all of the capital stock of its insurance 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 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 the insurance company subsidiaries are able
to pay to SCPIE Holdings during 2003 without prior regulatory approval is approximately $15.6 million. As of June 30, 2003, no dividends had been paid by the insurance company subsidiary to SCPIE Holdings.

Common stock dividends paid to stockholders were $0.10 per share in the second quarter 2003. These dividends were funded through dividends from the Companys insurance subsidiaries received in prior years. Payment of
future dividends is subject to Board approval, earnings and the financial condition of the Company.

Based on historical trends, market conditions and its business plans, the Company believes that it has
sufficient liquid investments to meet its needs over the next 18 months and beyond. However, because economic, market and regulatory conditions may change, there can be no assurance that the Companys sources of funds will be sufficient to meet
these liquidity needs. The short- and long-term liquidity requirements of the Company may vary because of the uncertainties regarding the settlement dates for unpaid claims.

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.

16



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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 June 30, 2003 comprised 82.3% of total investments at market value.
Corporate bonds represent 44.7% and U.S. government bonds represent 41.4% of the fixed-maturity investments, with the remainder consisting of mortgage-backed and asset-backed securities. Equity securities, consisting primarily of common stocks,
account for 4.1% of total investments at market value. The other investment, which is comprised of a mutual fund investment that contains derivative instruments, accounts for 2.3% of total investments at market value. Real estate investments
represent 1.9% of the investment portfolio. 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 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 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 June 30, 2003, the carrying
value of the investment portfolio included $26.1 million in net unrealized gains. At December 31, 2002, the investment portfolio included $19.6 million in net unrealized gains.

ITEM 4.  DISCLOSURE
CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Companys reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, 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 for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management
recognizes 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 the Securities and Exchange Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer and the Companys 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 Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were
effective.

There has been no change in the Companys internal controls over financial reporting during the Companys most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Companys internal controls over financial reporting.

17



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PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) The following
exhibits are included herewith.

|       |  |         
|------ |  | --------
|NUMBER |  | DOCUMENT

---

| |      |  |                                                                                                                                              
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
| | 31.1 |  | Certifications of Registrants Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 32.1 |  | Certifications of Registrants Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. These certifications are being
furnished solely to accompany this Quarterly Report on Form 10-Q and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the
Company.

(b)    None.

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:   August 14, 2003 | By:                 | /s/  DONALD J. ZUK                   
|                        |                     |                                      
|                        |                     | Donald J. Zuk                        
|                        |                     | President and Chief Executive Officer

|                        |     |                                                  
|----------------------- | --- | -------------------------------------------------
|Date:   August 14, 2003 | By: | /s/  ROBERT B. TSCHUDY                           
|                        |     |                                                  
|                        |     | Robert B. Tschudy                                
|                        |     | Senior Vice President and Chief Financial Officer

18