##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 (Mark One)
 R
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 £
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from            to
 Commission File Number: 000-51530
 North Pointe Holdings Corporation
 
  Michigan
    
    38-3615047(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)28819 Franklin Road, Southfield, MI
    
    48034(Address of Principal Executive Offices)
    
    (Zip Code)
 (248) 358-1171
 
   R £
  Large accelerated filer £
    
    Accelerated filer £
    
    Non-accelerated filer R
  £ R




---



NORTH POINTE HOLDINGS CORPORATION
FORM 10-Q
 
 TABLE OF CONTENTS
 PagePart I. Financial InformationItem 1. Financial Statements (Unaudited)
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    33Part II. Other InformationItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 3. Defaults Upon Senior Securities
    
    
    34Item 4. Submission of Matters to a Vote of Security Holders
    
    
    34Item 5. Other Information
    
    
    34Item 6. Exhibits
    
    
    35Second Amended and Restated Credit AgreementRevolving Credit NoteSwing Line Credit NoteAmended and Restated Pledge AgreementThird Amended and Restated Stock Pledge AgreementSecond Amended and Restated Security AgreementRevolving Credit NoteRevolving Credit NoteEquity Incentive Plan Non-Employee Directors Restricted Stock AwardCertification of Chief Executive Officer to Rule 13a-14(a)Certification of Chief Financial Officer to Rule 13a-14(a)Certification of Chief Executive Officer to 18 U.S.C. Section 1350Certification of Chief Financial Officer to 18 U.S.C. Section 1350
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 North Pointe Holdings Corporation and Subsidiaries
 Condensed Consolidated Balance Sheets
As of June 30, 2006 (Unaudited) and December 31, 2005
 2006
    
    
    2005(Dollars in thousands)ASSETSInvestmentsDebt securities, available for sale, at fair value (amortized cost
of $111,308 and $100,337, respectively)
    
    $
    107,523
    
    
    $
    98,018Common stocks, available for sale, at fair value (cost of $9,081 and
$8,681, respectively)
    
    
    10,280
    
    
    
    10,001Other investments
    
    
    553
    
    
    
    553Total investments
    
    
    118,356
    
    
    
    108,572Cash and cash equivalents
    
    
    44,397
    
    
    
    34,119Restricted cash
    
    
    200
    
    
    
    200Accrued investment income
    
    
    1,158
    
    
    
    840Premiums and agents balances receivable, net
    
    
    19,354
    
    
    
    21,324Reinsurance recoverables onPaid losses
    
    
    14,734
    
    
    
    11,470Unpaid losses
    
    
    37,681
    
    
    
    65,989Prepaid reinsurance premiums
    
    
    6,635
    
    
    
    7,424Deferred policy acquisition costs
    
    
    10,658
    
    
    
    9,578Deferred federal income taxes, net
    
    
    6,092
    
    
    
    5,843Federal income tax recoverable
    
    
    1,357
    
    
    
    2,199Fixed assets, net of accumulated depreciation
    
    
    5,899
    
    
    
    4,990Prepaid expenses and other assets
    
    
    3,655
    
    
    
    2,488Total assets
    
    $
    270,176
    
    
    $
    275,036LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesUnpaid losses and loss adjustment expenses
    
    $
    96,429
    
    
    $
    117,778Unearned premiums
    
    
    56,349
    
    
    
    44,701Debt
    
    
    23,234
    
    
    
    5,026Amounts due to reinsurers
    
    
    3,124
    
    
    
    3,048Accrued expenses and other liabilities
    
    
    7,066
    
    
    
    15,160Premiums in advance
    
    
    534
    
    
    
    7,096Total liabilities
    
    
    186,736
    
    
    
    192,809Commitments and Contingent LiabilitiesShareholders equityCommon stock, no par value; 50,000,000 shares authorized; 9,122,687 and
9,116,687 issued
and outstanding in 2006 and 2005, respectively
    
    
    50,398
    
    
    
    50,233Preferred stock, no par value; 5,000,000 shares authorized and 0 issued and
outstanding in 2006 and 2005
    
    
    
    
    
    
    Retained earnings
    
    
    34,749
    
    
    
    32,653Accumulated other comprehensive lossNet unrealized losses on investments, net of deferred federal income
tax benefit of $879 and $340 in 2006 and 2005, respectively
    
    
    (1,707
    )
    
    
    (659
    )Total shareholders equity
    
    
    83,440
    
    
    
    82,227Total liabilities and shareholders equity
    
    $
    270,176
    
    
    $
    275,036
  3




---



##### Table of Contents



North Pointe Holdings Corporation and Subsidiaries
 Unaudited Condensed Consolidated Statements of Income
For the Three Months Ended June 30, 2006 and 2005
 2006
    
    
    2005(Dollars in thousands,except share data)RevenuesDirect premiums written
    
    $
    22,182
    
    
    $
    22,441Assumed premiums written
    
    
    
    
    
    
    (4
    )Gross premiums written
    
    
    22,182
    
    
    
    22,437Premiums ceded
    
    
    (7,313
    )
    
    
    (4,539
    )Net premiums written
    
    
    14,869
    
    
    
    17,898Decrease in net unearned premiums
    
    
    6,347
    
    
    
    5,159Net premiums earned
    
    
    21,216
    
    
    
    23,057Investment income, net of investment expenses
    
    
    1,702
    
    
    
    926Net realized capital gains (losses)
    
    
    22
    
    
    
    (96
    )Fees and other income
    
    
    434
    
    
    
    436Total revenues
    
    
    23,374
    
    
    
    24,323ExpensesLosses and loss adjustment expenses, net
    
    
    10,528
    
    
    
    9,274Policy acquisition costs
    
    
    5,646
    
    
    
    5,236Other underwriting and operating expenses
    
    
    5,985
    
    
    
    3,829Interest expense
    
    
    462
    
    
    
    264Total expenses
    
    
    22,621
    
    
    
    18,603Income before federal income tax expense
    
    
    753
    
    
    
    5,720Federal income tax expense
    
    
    284
    
    
    
    2,131Net income
    
    $
    469
    
    
    $
    3,589Earnings Per ShareBasic
    
    $
    0.05
    
    
    $
    0.73Diluted
    
    
    0.05
    
    
    
    0.73Weighted average number of common shares outstandingBasic
    
    
    9,114,187
    
    
    
    4,889,187Diluted
    
    
    9,114,364
    
    
    
    4,889,187
  4




---



##### Table of Contents



North Pointe Holdings Corporation and Subsidiaries
 Unaudited Condensed Consolidated Statements of Income
For the Six Months Ended June 30, 2006 and 2005
 2006
    
    
    2005(Dollars in thousands,except share data)RevenuesDirect premiums written
    
    $
    67,746
    
    
    $
    67,635Assumed premiums written
    
    
    4
    
    
    
    623Gross premiums written
    
    
    67,750
    
    
    
    68,258Premiums ceded
    
    
    (15,725
    )
    
    
    (8,694
    )Net premiums written
    
    
    52,025
    
    
    
    59,564Increase in net unearned premiums
    
    
    (10,618
    )
    
    
    (14,372
    )Net premiums earned
    
    
    41,407
    
    
    
    45,192Investment income, net of investment expenses
    
    
    3,000
    
    
    
    1,688Net realized capital losses
    
    
    (347
    )
    
    
    (229
    )Fees and other income
    
    
    887
    
    
    
    779Total revenues
    
    
    44,947
    
    
    
    47,430ExpensesLosses and loss adjustment expenses, net
    
    
    20,022
    
    
    
    18,365Policy acquisition costs
    
    
    11,293
    
    
    
    11,265Other underwriting and operating expenses
    
    
    9,691
    
    
    
    7,694Interest expense
    
    
    711
    
    
    
    494Total expenses
    
    
    41,717
    
    
    
    37,818Income before federal income tax expense
    
    
    3,230
    
    
    
    9,612Federal income tax expense
    
    
    1,134
    
    
    
    3,477Net income
    
    $
    2,096
    
    
    $
    6,135Earnings Per ShareBasic
    
    $
    0.23
    
    
    $
    1.25Diluted
    
    
    0.23
    
    
    
    1.25Weighted average number of common shares outstandingBasic
    
    
    9,114,187
    
    
    
    4,889,187Diluted
    
    
    9,114,570
    
    
    
    4,889,187
  5




---



##### Table of Contents



North Pointe Holdings Corporation and Subsidiaries
 Unaudited Condensed Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss)
For the Three Months Ended June 30, 2006 and 2005
 AccumulatedOtherCommon
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Total(Dollars in thousands)Balances, April 1, 2005
    
    $
    5,880
    
    
    $
    31,349
    
    
    $
    (791
    )
    
    $
    36,438Comprehensive incomeNet income
    
    
    
    
    
    
    3,589
    
    
    
    
    
    
    
    3,589Unrealized gains on investments, net of
deferred federal income tax expense of $605
    
    
    
    
    
    
    
    
    
    
    1,176
    
    
    
    1,176Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,765Balances, June 30, 2005
    
    $
    5,880
    
    
    $
    34,938
    
    
    $
    385
    
    
    $
    41,203Balances, April 1, 2006
    
    $
    50,315
    
    
    $
    34,280
    
    
    $
    (990
    )
    
    $
    83,605Stock-based employee compensation
    
    
    83
    
    
    
    
    
    
    
    
    
    
    
    83Comprehensive incomeNet income
    
    
    
    
    
    
    469
    
    
    
    
    
    
    
    469Unrealized losses on investments, net of
deferred federal income tax benefit of $368
    
    
    
    
    
    
    
    
    
    
    (717
    )
    
    
    (717
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (248
    )Balances, June 30, 2006
    
    $
    50,398
    
    
    $
    34,749
    
    
    $
    (1,707
    )
    
    $
    83,440
  6




---



##### Table of Contents



North Pointe Holdings Corporation and Subsidiaries
 Unaudited Condensed Consolidated Statements of Shareholders Equity and Comprehensive Income
For the Six Months Ended June 30, 2006 and 2005
 AccumulatedOtherCommon
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Total(Dollars in thousands)Balances, January 1, 2005
    
    $
    5,880
    
    
    $
    28,803
    
    
    $
    9
    
    
    $
    34,692Comprehensive incomeNet income
    
    
    
    
    
    
    6,135
    
    
    
    
    
    
    
    6,135Unrealized gains on investments, net of
deferred federal income tax expense of $194
    
    
    
    
    
    
    
    
    
    
    376
    
    
    
    376Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,511Balances, June 30, 2005
    
    $
    5,880
    
    
    $
    34,938
    
    
    $
    385
    
    
    $
    41,203Balances, January 1, 2006
    
    $
    50,233
    
    
    $
    32,653
    
    
    $
    (659
    )
    
    $
    82,227Stock-based employee compensation
    
    
    165
    
    
    
    
    
    
    
    
    
    
    
    165Comprehensive incomeNet income
    
    
    
    
    
    
    2,096
    
    
    
    
    
    
    
    2,096Unrealized losses on investments, net of
deferred federal income tax benefit of $539
    
    
    
    
    
    
    
    
    
    
    (1,048
    )
    
    
    (1,048
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,048Balances, June 30, 2006
    
    $
    50,398
    
    
    $
    34,749
    
    
    $
    (1,707
    )
    
    $
    83,440
  7




---



##### Table of Contents



North Pointe Holdings Corporation and Subsidiaries
 Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2006 and 2005
 2006
    
    
    2005(Dollars in thousands)Cash flows from operating activitiesNet income
    
    $
    2,096
    
    
    $
    6,135Adjustments to reconcile net income to cash provided by operating activitiesDepreciation and amortization
    
    
    401
    
    
    
    289Net realized losses on sales and other dispositions of investments
    
    
    347
    
    
    
    229Stock compensation expense
    
    
    165
    
    
    
    Deferred federal income tax expense
    
    
    290
    
    
    
    (152
    )Change in assets and liabilitiesPremiums and agents balances receivable, net
    
    
    1,970
    
    
    
    (520
    )Accrued investment income
    
    
    (318
    )
    
    
    (255
    )Reinsurance recoverable, net
    
    
    25,120
    
    
    
    10,863Prepaid reinsurance premiums
    
    
    789
    
    
    
    (1,298
    )Deferred policy acquisition costs
    
    
    (1,080
    )
    
    
    (1,273
    )Federal income tax recoverable
    
    
    842
    
    
    
    436Prepaid expenses and other assets
    
    
    136
    
    
    
    (226
    )Losses and loss adjustment expenses
    
    
    (21,349
    )
    
    
    (10,038
    )Unearned premiums
    
    
    11,648
    
    
    
    13,826Accrued expenses and other liabilities
    
    
    (8,025
    )
    
    
    520Premiums in advance
    
    
    (6,562
    )
    
    
    (453
    )Net cash provided by operating activities
    
    
    6,470
    
    
    
    18,083Cash flows from investing activitiesProceeds from maturities of debt securities
    
    
    4,545
    
    
    
    3,326Proceeds from sales of debt securities
    
    
    20,133
    
    
    
    17,555Proceeds from sales of equity securities
    
    
    2,280
    
    
    
    1,768Purchases of debt securities
    
    
    (36,439
    )
    
    
    (49,450
    )Purchases of equity securities
    
    
    (2,415
    )
    
    
    (1,708
    )Purchases of fixed assets
    
    
    (1,193
    )
    
    
    (1,782
    )Capital Contribution to NP Capital Trust I
    
    
    (620
    )
    
    
    Change in restricted cash
    
    
    
    
    
    
    (3,156
    )Net cash used in investing activities
    
    
    (13,709
    )
    
    
    (33,447
    )Cash flows from financing activitiesProceeds from issuance of debt (net of $690 of issuance costs paid in 2006)
    
    
    20,500
    
    
    
    31,778Repayments of debt
    
    
    (2,983
    )
    
    
    (29,134
    )Net cash provided by financing activities
    
    
    17,517
    
    
    
    2,644Increase (decrease) in cash and cash equivalents
    
    
    10,278
    
    
    
    (12,720
    )Cash and cash equivalentsBeginning of period
    
    
    34,119
    
    
    
    29,678End of period
    
    $
    44,397
    
    
    $
    16,958Supplemental cash flow information  cash paid during the period forInterest
    
    $
    674
    
    
    $
    567Federal income taxes
    
    
    1
    
    
    
    3,193
  8




---



##### Table of Contents



North Pointe Holdings Corporation And Subsidiaries
 Notes To Condensed Consolidated Financial Statements
 1. Basis of Financial Presentation and Principles of Consolidation
      Recent Accounting Pronouncements
 Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of
Statement of Financial Accounting Standard (SFAS) No. 109
  9




---



##### Table of Contents



2. Earnings Per Share
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands, except share data)Net income
    
    $
    469
    
    
    $
    3,589
    
    
    $
    2,096
    
    
    $
    6,135Weighted average shares outstanding
    
    
    9,117,281
    
    
    
    4,889,187
    
    
    
    9,116,986
    
    
    
    4,889,187Unvested restricted stock
    
    
    (3,094
    )
    
    
    
    
    
    
    (2,799
    )
    
    
    Weighted average shares outstanding used for Basic EPS
    
    
    9,114,187
    
    
    
    4,889,187
    
    
    
    9,114,187
    
    
    
    4,889,187Dilutive effect of restricted stock
    
    
    177
    
    
    
    
    
    
    
    383
    
    
    
    Weighted average shares outstanding used for Diluted EPS
    
    
    9,114,364
    
    
    
    4,889,187
    
    
    
    9,114,570
    
    
    
    4,889,187Basic earnings per share
    
    $
    0.05
    
    
    $
    0.73
    
    
    $
    0.23
    
    
    $
    1.25Diluted earnings per share
    
    $
    0.05
    
    
    $
    0.73
    
    
    $
    0.23
    
    
    $
    1.25
  3. Income Taxes
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands)Current tax (benefit) expense
    
    $
    (82
    )
    
    $
    2,752
    
    
    $
    844
    
    
    $
    3,629Deferred tax expense relating toNOL carryforwards
    
    
    
    
    
    
    
    
    
    
    358
    
    
    
    401Other deferred tax expense (benefit)
    
    
    366
    
    
    
    (621
    )
    
    
    (68
    )
    
    
    (553
    )Total federal income tax expense
    
    $
    284
    
    
    $
    2,131
    
    
    $
    1,134
    
    
    $
    3,477
 10




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands)Tax provision at the 34% statutory rate
    
    $
    256
    
    
    $
    1,945
    
    
    $
    1,098
    
    
    $
    3,268Tax effect ofDividend received deduction
    
    
    (10
    )
    
    
    (7
    )
    
    
    (18
    )
    
    
    (14
    )Other, net
    
    
    38
    
    
    
    193
    
    
    
    54
    
    
    
    223Total federal income tax expense
    
    $
    284
    
    
    $
    2,131
    
    
    $
    1,134
    
    
    $
    3,477
   June 30,
    
    
    December 31,2006
    
    
    2005(Dollars in thousands)Deferred federal income tax assetsLoss and loss adjustment expenses
    
    $
    2,442
    
    
    $
    2,445Unearned premiums
    
    
    3,381
    
    
    
    2,659NOL carryforwards
    
    
    2,271
    
    
    
    2,629Premiums receivable
    
    
    85
    
    
    
    85Lease obligation
    
    
    142
    
    
    
    165Intangible asset
    
    
    323
    
    
    
    340Net unrealized losses on investments
    
    
    879
    
    
    
    340Citizens assessment
    
    
    53
    
    
    
    186Other
    
    
    478
    
    
    
    389Total deferred tax assets
    
    
    10,054
    
    
    
    9,238Deferred federal income tax liabilitiesDeferred policy acquisition costs
    
    
    3,624
    
    
    
    3,257Other
    
    
    338
    
    
    
    138Total deferred tax liabilities
    
    
    3,962
    
    
    
    3,395Net deferred federal income tax assets
    
    $
    6,092
    
    
    $
    5,843
 4. Stock-based Compensation
  11




---



##### Table of Contents



5. Outstanding Debt
 Senior Credit Facility
           Trust Preferred Securities
     12




---



##### Table of Contents



(Dollars inYear
    
    thousands)2006
    
    $
    582007
    
    
    1222008
    
    
    1302009
    
    
    1832010
    
    
    1462011 and thereafter
    
    
    22,595$
    23,234
 6. Contingencies
     7. Segment Reporting
  13




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands)Total RevenuesCommercial linesLiability
    
    $
    6,172
    
    
    $
    6,083
    
    
    $
    11,874
    
    
    $
    11,899Property
    
    
    1,852
    
    
    
    1,971
    
    
    
    3,526
    
    
    
    3,831Commercial multi-peril
    
    
    6,111
    
    
    
    5,683
    
    
    
    11,994
    
    
    
    11,192Commercial automobile
    
    
    1,478
    
    
    
    1,591
    
    
    
    3,047
    
    
    
    3,105Other
    
    
    632
    
    
    
    818
    
    
    
    1,260
    
    
    
    1,449Total commercial lines
    
    
    16,245
    
    
    
    16,146
    
    
    
    31,701
    
    
    
    31,476Personal linesPersonal automobile
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    1,386Homeowners
    
    
    4,971
    
    
    
    6,750
    
    
    
    9,706
    
    
    
    12,330Total personal lines
    
    
    4,971
    
    
    
    6,911
    
    
    
    9,706
    
    
    
    13,716Administrative servicesAffiliated companies
    
    
    7,494
    
    
    
    7,563
    
    
    
    19,200
    
    
    
    17,247Non-affiliated companies
    
    
    434
    
    
    
    436
    
    
    
    887
    
    
    
    779Total administrative services
    
    
    7,928
    
    
    
    7,999
    
    
    
    20,087
    
    
    
    18,026Corporate and eliminationsInvestment activity
    
    
    1,724
    
    
    
    830
    
    
    
    2,653
    
    
    
    1,459Eliminations
    
    
    (7,494
    )
    
    
    (7,563
    )
    
    
    (19,200
    )
    
    
    (17,247
    )Total revenues
    
    $
    23,374
    
    
    $
    24,323
    
    
    $
    44,947
    
    
    $
    47,430Income (loss) before federal income tax expenseCommercial linesLiability
    
    $
    1,539
    
    
    $
    348
    
    
    $
    6,280
    
    
    $
    514Property
    
    
    367
    
    
    
    282
    
    
    
    (576
    )
    
    
    (96
    )Commercial multi-peril
    
    
    (1,752
    )
    
    
    978
    
    
    
    (3,104
    )
    
    
    2,288Commercial automobile
    
    
    (278
    )
    
    
    215
    
    
    
    (793
    )
    
    
    (556
    )Other
    
    
    43
    
    
    
    195
    
    
    
    (250
    )
    
    
    171Total commercial lines
    
    
    (81
    )
    
    
    2,018
    
    
    
    1,557
    
    
    
    2,321Personal linesPersonal automobile
    
    
    (935
    )
    
    
    (364
    )
    
    
    (2,198
    )
    
    
    (473
    )Homeowners
    
    
    (116
    )
    
    
    1,705
    
    
    
    (1,506
    )
    
    
    2,826Total personal lines
    
    
    (1,051
    )
    
    
    1,341
    
    
    
    (3,704
    )
    
    
    2,353Administrative services
    
    
    1,308
    
    
    
    1,882
    
    
    
    4,138
    
    
    
    4,258Corporate and eliminationsInvestment activity
    
    
    1,724
    
    
    
    830
    
    
    
    2,653
    
    
    
    1,459Other expense, net
    
    
    (1,147
    )
    
    
    (351
    )
    
    
    (1,414
    )
    
    
    (779
    )Income before federal income tax expense
    
    $
    753
    
    
    $
    5,720
    
    
    $
    3,230
    
    
    $
    9,612
 14




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The discussion and analysis of our financial condition and results of operations contained
herein should be read in conjunction with our consolidated financial statements and accompanying
notes which appear elsewhere in this report. It contains forward-looking statements that involve
risks and uncertainties. Please see Note on Forward-Looking Statements for more information. Our
actual results could differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those discussed below and elsewhere in this report.
 Note on Forward-Looking Statements
  
    
    our ability to accurately price the risks we underwrite;
    
    existing and future regulations by local, state and federal governments, including
regulatory limitations on our ability to increase rates in Florida in order to absorb
increases in reinsurance costs and catastrophe losses;
    
    the occurrence of severe weather conditions and other catastrophes;
    
    risks associated with high concentration of our business in certain geographic markets;
    
    the availability and pricing of reinsurance and the potential for non-payment or delay in payment by reinsurers;
    
    the establishment of adequate loss and loss adjustment expense reserves;
    
    retention and recruiting of independent agents and the potential loss of key personnel;
    
    failure to pay claims accurately;
    
    inability to implement our growth strategies;
    
    possible assessments for guaranty funds, other insurance-related assessments and
mandatory reinsurance arrangements and our ability to recover such assessments through
future surcharges or other rate changes;
    
    the cyclical and seasonal nature of the industries within which we operate;
    
    intense competition with other insurance companies;
    
    our ability to obtain and retain trade association endorsements;
    
    performance of our various operating subsidiaries and restrictions that may limit the
ability of our subsidiaries to pay dividends to North Pointe Holdings;
    
    the compliance of our insurance company subsidiaries with minimum capital and surplus requirements;
    
    ratings of our insurance company subsidiaries by A.M. Best;
    
    the outcome of current industry investigations and potential regulation limiting the use
of undisclosed contingent commission arrangements with independent agents;
    
    adverse market conditions that could negatively impact our investment portfolio;
    
    reliance on information technology and telecommunication systems;
 15




---



##### Table of Contents




    
    our limited history writing homeowners insurance policies in Florida;
    
    changes in insurance-related laws and regulations;
    
    our ability to implement and maintain adequate internal controls in our business;
    
    managements ability to effectively manage a public company; and
    
    other risks that we identify in past and future filings with the Securities and Exchange
Commission, including without limitation the risks described under the caption Risk
Factors in the Prospectus constituting part of our Registration Statement on Form S-1 (Reg.
No. 333-122220) and any past or subsequent filings on Forms 10-K, 10-Q and 8-K.
  Description of Business
   Critical Accounting Estimates
  16




---



##### Table of Contents



Results of Operations for the Three and Six Months Ended June 30, 2006 and 2005
 Results of Operations
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands)Gross premiums written:Commercial lines
    
    $
    18,559
    
    
    $
    19,344
    
    
    $
    39,550
    
    
    $
    37,966Personal lines
    
    
    3,623
    
    
    
    3,093
    
    
    
    28,200
    
    
    
    30,292Total gross premiums written
    
    
    22,182
    
    
    
    22,437
    
    
    
    67,750
    
    
    
    68,258Net premiums written:Commercial lines
    
    
    14,212
    
    
    
    16,517
    
    
    
    29,887
    
    
    
    32,202Personal lines
    
    
    657
    
    
    
    1,381
    
    
    
    22,138
    
    
    
    27,362Total net premiums written
    
    
    14,869
    
    
    
    17,898
    
    
    
    52,025
    
    
    
    59,564Revenues:Net premiums earned:Commercial lines
    
    
    16,245
    
    
    
    16,146
    
    
    
    31,701
    
    
    
    31,476Personal lines
    
    
    4,971
    
    
    
    6,911
    
    
    
    9,706
    
    
    
    13,716Total net premiums earned
    
    
    21,216
    
    
    
    23,057
    
    
    
    41,407
    
    
    
    45,192Investment income, net
    
    
    1,702
    
    
    
    926
    
    
    
    3,000
    
    
    
    1,688Net realized capital gains (losses)
    
    
    22
    
    
    
    (96
    )
    
    
    (347
    )
    
    
    (229
    )Fees and other income
    
    
    434
    
    
    
    436
    
    
    
    887
    
    
    
    779Total revenues
    
    
    23,374
    
    
    
    24,323
    
    
    
    44,947
    
    
    
    47,430Expenses:Losses and loss adjustment expenses, net
    
    
    10,528
    
    
    
    9,274
    
    
    
    20,022
    
    
    
    18,365Policy acquisition costs
    
    
    5,646
    
    
    
    5,236
    
    
    
    11,293
    
    
    
    11,265Other underwriting and operating expenses
    
    
    5,985
    
    
    
    3,829
    
    
    
    9,691
    
    
    
    7,694Interest expense
    
    
    462
    
    
    
    264
    
    
    
    711
    
    
    
    494Total expenses
    
    
    22,621
    
    
    
    18,603
    
    
    
    41,717
    
    
    
    37,818Income before federal income tax expense
    
    
    753
    
    
    
    5,720
    
    
    
    3,230
    
    
    
    9,612Federal income tax expense
    
    
    284
    
    
    
    2,131
    
    
    
    1,134
    
    
    
    3,477Net income
    
    $
    469
    
    
    $
    3,589
    
    
    $
    2,096
    
    
    $
    6,135Loss ratio:Commercial lines
    
    
    50.4
    %
    
    
    39.0
    %
    
    
    42.3
    %
    
    
    41.1
    %Personal lines
    
    
    47.0
    %
    
    
    43.2
    %
    
    
    68.0
    %
    
    
    39.6
    %Consolidated
    
    
    48.6
    %
    
    
    39.5
    %
    
    
    47.3
    %
    
    
    39.9
    %Expense ratio
    
    
    53.7
    %
    
    
    38.6
    %
    
    
    49.6
    %
    
    
    41.2
    %Combined ratio
    
    
    102.3
    %
    
    
    78.1
    %
    
    
    96.9
    %
    
    
    81.1
    %
 17




---



##### Table of Contents



Overview
    Gross Premiums Written
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
    Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
 18




---



##### Table of Contents



Net Premiums Written
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
   st
 19




---



##### Table of Contents



Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
  Net Premiums Earned
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
 Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands)Gross premiums earned:Commercial lines
    
    $
    20,656
    
    
    $
    19,107
    
    
    $
    40,374
    
    
    $
    37,286Personal lines
    
    
    7,918
    
    
    
    8,771
    
    
    
    15,728
    
    
    
    17,146Total
    
    
    28,574
    
    
    
    27,878
    
    
    
    56,102
    
    
    
    54,432Ceded premiums earned:Commercial lines
    
    
    4,411
    
    
    
    2,961
    
    
    
    8,673
    
    
    
    5,810Personal lines
    
    
    2,947
    
    
    
    1,860
    
    
    
    6,022
    
    
    
    3,430Total
    
    
    7,358
    
    
    
    4,821
    
    
    
    14,695
    
    
    
    9,240Net premiums earned:Commercial lines
    
    
    16,245
    
    
    
    16,146
    
    
    
    31,701
    
    
    
    31,476Personal lines
    
    
    4,971
    
    
    
    6,911
    
    
    
    9,706
    
    
    
    13,716Total
    
    $
    21,216
    
    
    $
    23,057
    
    
    $
    41,407
    
    
    $
    45,192
 20




---



##### Table of Contents



Net Investment Income
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
 Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
  Net Realized Gains and Losses on Investments
 Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
 Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
 Fees and Other Income
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
 Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
 21




---



##### Table of Contents



Losses and Loss Adjustment Expenses
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
   Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
  All Lines
    
    2006
    
    2005Loss ratios before effects of reserve development
    
    
    50.8
    %
    
    
    44.1
    %Decrease in loss ratios attributable to reserve development
    
    
    (3.5)
    %
    
    
    (4.2)
    %Total lines loss ratios
    
    
    47.3
    %
    
    
    39.9
    %
   22




---



##### Table of Contents



Commercial Lines
    
    2006
    
    2005Loss ratios before effects of reserve development
    
    
    51.6
    %
    
    
    43.8
    %Decrease in loss ratios attributable to reserve development
    
    
    (9.3)
    %
    
    
    (2.7)
    %Total commerical lines loss ratios
    
    
    42.3
    %
    
    
    41.1
    %
      Personal Lines
    
    2006
    
    2005Loss ratios before effects of reserve development
    
    
    52.9
    %
    
    
    47.7
    %Increase (decrease) in loss ratios attributable to reserve development
    
    
    15.1
    %
    
    
    (8.1)
    %Total personal lines loss ratios
    
    
    68.0
    %
    
    
    39.6
    %
  Policy Acquisition Costs
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
 23




---



##### Table of Contents



Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
 Other Underwriting and Operating Expenses
  Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
   Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
 Interest Expense
 Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
 Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
 Federal Income Tax Expense
 Three Months Ended June 30, 2006 as Compared to Three Months Ended June 30, 2005.
 Six Months Ended June 30, 2006 as Compared to Six Months Ended June 30, 2005.
 24




---



##### Table of Contents



Liquidity and Capital Resources
 Sources and Uses of Funds
        Cash Flows
  25




---



##### Table of Contents



Contractual Obligations and Commitments
  2011 and2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    thereafter
    
    
    Total(Dollars in thousands)Junior subordinated debt
    
    $
    897
    
    
    $
    1,794
    
    
    $
    1,794
    
    
    $
    1,794
    
    
    $
    1,794
    
    
    $
    65,728
    
    
    $
    73,801Senior credit facility
    
    
    2
    
    
    
    3
    
    
    
    3
    
    
    
    47
    
    
    
    
    
    
    
    
    
    
    
    55$
    899
    
    
    $
    1,797
    
    
    $
    1,797
    
    
    $
    1,841
    
    
    $
    1,794
    
    
    $
    65,728
    
    
    $
    73,856
  Investments
   26




---



##### Table of Contents



As of June 30, 2006
    
    
    As of December 31, 2005Percent of
    
    
    
    
    
    
    Percent ofAmount
    
    
    portfolio
    
    
    Amount
    
    
    portfolio(Dollars in thousands)Fixed Income:U.S. governmental and agency securities
    
    $
    30,074
    
    
    
    18.5
    %
    
    $
    20,672
    
    
    
    14.5
    %Foreign governmental
    
    
    296
    
    
    
    0.2
    %
    
    
    561
    
    
    
    0.4
    %Corporate securities
    
    
    27,399
    
    
    
    16.8
    %
    
    
    31,509
    
    
    
    22.0
    %Municipal securities
    
    
    6,899
    
    
    
    4.2
    %
    
    
    
    
    
    
    0.0
    %Mortgage-backed securities
    
    
    31,973
    
    
    
    19.6
    %
    
    
    32,847
    
    
    
    23.0
    %Asset-backed
    
    
    10,882
    
    
    
    6.7
    %
    
    
    12,429
    
    
    
    8.7
    %Total fixed-income
    
    
    107,523
    
    
    
    66.0
    %
    
    
    98,018
    
    
    
    68.6
    %Cash, cash equivalents and restricted cash
    
    
    44,597
    
    
    
    27.4
    %
    
    
    34,319
    
    
    
    24.0
    %Equity securities:Common shares
    
    
    10,280
    
    
    
    6.3
    %
    
    
    10,001
    
    
    
    7.0
    %Total equity securities
    
    
    10,280
    
    
    
    6.3
    %
    
    
    10,001
    
    
    
    7.0
    %Other investments
    
    
    553
    
    
    
    0.3
    %
    
    
    553
    
    
    
    0.4
    %Total
    
    $
    162,953
    
    
    
    100.0
    %
    
    $
    142,891
    
    
    
    100.0
    %
   As of June 30, 2006Less than 12 months
    
    
    12 months or More
    
    
    TotalGross
    
    
    
    
    
    
    Gross
    
    
    
    
    
    
    GrossUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    UnrealizedFair Value
    
    
    Loss
    
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    Loss(Dollars in thousands)U.S. governmental and agency securities
    
    $
    17,047
    
    
    $
    372
    
    
    $
    7,723
    
    
    $
    300
    
    
    $
    24,770
    
    
    $
    672Foreign governmental
    
    
    296
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    296
    
    
    
    14Corporate securities
    
    
    14,789
    
    
    
    695
    
    
    
    12,530
    
    
    
    674
    
    
    
    27,319
    
    
    
    1,369Municipal securities
    
    
    6,899
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    6,899
    
    
    
    137Mortgage-backed securities
    
    
    12,343
    
    
    
    449
    
    
    
    18,048
    
    
    
    1,020
    
    
    
    30,391
    
    
    
    1,469Asset-backed
    
    
    2,495
    
    
    
    28
    
    
    
    7,215
    
    
    
    145
    
    
    
    9,710
    
    
    
    173Total debt securities
    
    $
    53,869
    
    
    $
    1,695
    
    
    $
    45,516
    
    
    $
    2,139
    
    
    $
    99,385
    
    
    $
    3,834Equity securities
    
    $
    1,614
    
    
    $
    124
    
    
    $
    275
    
    
    $
    44
    
    
    $
    1,889
    
    
    $
    168
 27




---



##### Table of Contents



Unpaid Losses and Loss Adjustment Expenses
      Net Reserves at June 30, 2006
    
    
    Total NetPersonal
    
    
    Commercial
    
    
    
    
    
    
    Reserves atLines
    
    
    Lines
    
    
    
    
    
    
    December 31,Segment
    
    
    Segment
    
    
    Total
    
    
    2005(Dollars in thousands)High end of range
    
    $
    8,907
    
    
    $
    56,218
    
    
    $
    65,125
    
    
    $
    60,421Carried reserves
    
    
    7,705
    
    
    
    51,714
    
    
    
    59,419
    
    
    
    57,744Low end of range
    
    
    7,493
    
    
    
    49,545
    
    
    
    57,038
    
    
    
    53,130
  28




---



##### Table of Contents



June 30,
    
    
    December 31,2006
    
    
    2005(Dollars in thousands)Case:Commercial lines productsLiability
    
    $
    13,516
    
    
    $
    13,180Property
    
    
    4,679
    
    
    
    8,246Commercial multi-peril
    
    
    18,451
    
    
    
    19,942Commercial automobile
    
    
    3,938
    
    
    
    4,325Other
    
    
    1,144
    
    
    
    772Total commercial lines
    
    
    41,728
    
    
    
    46,465Personal lines productsPersonal automobile
    
    
    6,185
    
    
    
    6,128Homeowners
    
    
    3,381
    
    
    
    8,893Total personal lines
    
    
    9,566
    
    
    
    15,021Total case reserves
    
    $
    51,294
    
    
    $
    61,486IBNR:Commercial lines productsLiability
    
    $
    12,796
    
    
    $
    13,742Property
    
    
    864
    
    
    
    3,868Commercial multi-peril
    
    
    18,922
    
    
    
    14,613Commercial automobile
    
    
    3,758
    
    
    
    2,622Other
    
    
    586
    
    
    
    805Total commercial lines
    
    
    36,926
    
    
    
    35,650Personal lines productsPersonal automobile
    
    
    3,828
    
    
    
    9,451Homeowners
    
    
    4,381
    
    
    
    11,191Total personal lines
    
    
    8,209
    
    
    
    20,642Total IBNR reserves
    
    $
    45,135
    
    
    $
    56,292Gross:Commercial lines productsLiability
    
    $
    26,312
    
    
    $
    26,922Property
    
    
    5,543
    
    
    
    12,114Commercial multi-peril
    
    
    37,373
    
    
    
    34,555Commercial automobile
    
    
    7,696
    
    
    
    6,947Other
    
    
    1,730
    
    
    
    1,577Total commercial lines
    
    
    78,654
    
    
    
    82,115Personal lines productsPersonal automobile
    
    
    10,013
    
    
    
    15,579Homeowners
    
    
    7,762
    
    
    
    20,084Total personal lines
    
    
    17,775
    
    
    
    35,663Total gross reserves
    
    $
    96,429
    
    
    $
    117,778
   29




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands)Gross reserves, beginning of period
    
    $
    107,809
    
    
    $
    89,064
    
    
    $
    117,778
    
    
    $
    96,561Less reinsurance recoverables,
excluding Citizens assessment (1)
    
    
    49,898
    
    
    
    28,952
    
    
    
    60,034
    
    
    
    36,544Net balance
    
    
    57,911
    
    
    
    60,112
    
    
    
    57,744
    
    
    
    60,017Incurred related toCurrent year
    
    
    9,681
    
    
    
    9,643
    
    
    
    21,518
    
    
    
    20,307Prior years
    
    
    847
    
    
    
    (369
    )
    
    
    (1,496
    )
    
    
    (1,942
    )Total incurred
    
    
    10,528
    
    
    
    9,274
    
    
    
    20,022
    
    
    
    18,365Paid related toCurrent year
    
    
    3,951
    
    
    
    3,628
    
    
    
    6,087
    
    
    
    5,179Prior years
    
    
    5,069
    
    
    
    5,844
    
    
    
    12,260
    
    
    
    13,289Total paid
    
    
    9,020
    
    
    
    9,472
    
    
    
    18,347
    
    
    
    18,468Net balance, end of period
    
    
    59,419
    
    
    
    59,914
    
    
    
    59,419
    
    
    
    59,914Plus reinsurance recoverables,
excluding Citizens assessment (1)
    
    
    37,010
    
    
    
    26,609
    
    
    
    37,010
    
    
    
    26,609Gross reserves, end of period
    
    $
    96,429
    
    
    $
    86,523
    
    
    $
    96,429
    
    
    $
    86,523
 
 (1)
    
    Reinsurance recoverables exclude a $671,000, $3,429,000 and $5,955,000 recoverable attributable
to the liability established for the anticipated Citizens assessment at June 30, 2006, March 31,
2006 and December 31, 2005, respectively. The liability for the Citizens assessment is not
included in unpaid losses and loss adjustment expenses, therefore the related recoverable from
reinsurers is also excluded. Reinsurance
     30




---



##### Table of Contents



Contingencies
 Citizens Property Insurance Company
    Guaranty Fund Assessments
  31




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Interest Rate Risk
   Hypothetical PercentageIncrease (Decrease) inEstimatedHypothetical Change in Interest Rates
    
    Estimated
    
    
    Change in
    
    
    
    
    
    
    ShareholdersAs of June 30, 2006
    
    Fair Value
    
    
    Fair Value
    
    
    Fair Value
    
    
    Equity(Dollars in thousands)200 basis point increase
    
    $
    99,730
    
    
    $
    (7,793
    )
    
    
    (7.2
    )%
    
    
    (6.2
    )%100 basis point increase
    
    
    103,571
    
    
    
    (3,952
    )
    
    
    (3.7
    )
    
    
    (3.1
    )No Change
    
    
    107,523
    
    
    
    
    
    
    
    
    
    
    
    100 basis point decrease
    
    
    111,509
    
    
    
    3,986
    
    
    
    3.7
    
    
    
    3.2200 basis point decrease
    
    
    115,327
    
    
    
    7,804
    
    
    
    7.3
    
    
    
    6.2
 Credit Risk
    Effects of Inflation
  32




---



##### Table of Contents



Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls over Financial Reporting
  33




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  Name
    
    Votes For
    
    
    Votes WithheldR. Jamison Williams, Jr.
    
    
    6,086,882
    
    
    
    2,585,125Julius A. Otten
    
    
    7,808,857
    
    
    
    863,150
    Votes For
    
    
    8,634,628Votes Against
    
    
    0Abstentions
    
    
    37,379Total
    
    
    8,672,007
 
 Item 5. Other Information.
  34




---



##### Table of Contents



Item 6. Exhibits.
 ExhibitNumber
    
    Exhibit10.1
    
    Second Amended and Restated Credit Agreement, dated as of June 30, 2006, by and among the lenders, Comerica
Bank, as agent, and North Pointe Holdings Corporation.10.2
    
    $10,000,000 Revolving Credit Note, dated as of June 30, 2006, made by North Pointe Holdings Corporation in
favor of Comerica Bank.10.3
    
    $3,000,000 Swing Line Credit Note, dated June 30, 2006, made by North Pointe Holdings Corporation in favor of
Comerica Bank.10.4
    
    Amended and Restated Pledge Agreement, dated June 30, 2006, by and between North Pointe Holdings and Comerica
Bank as agent.10.5
    
    Third Amended and Restated Stock Pledge Agreement, dated June 30, 2006, by and between North Pointe Financial
Services, Inc. and Comerica Bank as agent.10.6
    
    Second Amended and Restated Security Agreement, dated as of June 30, 2006, by and among certain of North
Pointe Holdings Corporations subsidiaries, and Comerica Bank as agent.10.7
    
    $7,500,000 Revolving Credit Note, dated June 30, 2006, made by North Pointe Holdings Corporation, in favor of
Fifth Third Bank, with Comerica Bank as agent.10.8
    
    $7,500,000 Revolving Credit Note, dated June 30, 2006, made by North Pointe Holdings Corporation, in favor of
JP Morgan Chase Bank, N.A., with Comerica as agent.10.9
    
    Form of North Pointe Holdings Corporation Equity Incentive Plan Non-Employee Directors Restricted Stock Award.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the
Securities Exchange Act of 1934.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350 and Rule 13a-14(b) under the
Securities Exchange Act of 1934.
 35




---



##### Table of Contents



NORTH POINTE HOLDINGS CORPORATIONDate: August 11, 2006
    By:
    /s/ James G. PetcoffJames G. PetcoffChief Executive Officer, President & Chairman
of the BoardDate: August 11, 2006
    By:
    /s/ Brian J. RoneyBrian J. RoneyChief Financial Officer & Vice President -- Finance (Principal
Accounting Officer) 36




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit10.1
    
    Second Amended and Restated Credit Agreement, dated as of June 30, 2006, by and among the lenders, Comerica
Bank, as agent, and North Pointe Holdings Corporation.10.2
    
    $10,000,000 Revolving Credit Note, dated as of June 30, 2006, made by North Pointe Holdings Corporation in
favor of Comerica Bank.10.3
    
    $3,000,000 Swing Line Credit Note, dated June 30, 2006, made by North Pointe Holdings Corporation in favor of
Comerica Bank.10.4
    
    Amended and Restated Pledge Agreement, dated June 30, 2006, by and between North Pointe Holdings and Comerica
Bank as agent.10.5
    
    Third Amended and Restated Stock Pledge Agreement, dated June 30, 2006, by and between North Pointe Financial
Services, Inc. and Comerica Bank as agent.10.6
    
    Second Amended and Restated Security Agreement, dated as of June 30, 2006, by and among certain of North
Pointe Holdings Corporations subsidiaries, and Comerica Bank as agent.10.7
    
    $7,500,000 Revolving Credit Note, dated June 30, 2006, made by North Pointe Holdings Corporation, in favor of
Fifth Third Bank, with Comerica Bank as agent.10.8
    
    $7,500,000 Revolving Credit Note, dated June 30, 2006, made by North Pointe Holdings Corporation, in favor of
JP Morgan Chase Bank, N.A., with Comerica as agent.10.9
    
    Form of North Pointe Holdings Corporation Equity Incentive Plan Non-Employee Directors Restricted Stock Award.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the
Securities Exchange Act of 1934.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350 and Rule 13a-14(b) under the
Securities Exchange Act of 1934.
 37