**UNITED        STATES**

**SECURITIES        AND EXCHANGE COMMISSION**

**Washington,        D.C. 20549**

**FORM        10-KSB**

| x      | **Annual                  report under Section 13 or 15(d) of the Securities Exchange Act                  of                  1934**      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------|
|   | For                  the fiscal year ended December 31, 2005                                                                               |
|   |                                                                                                                                       |
|  ̈ | **Transition                  report under Section 13 or 15(d) of the Securities Exchange Act                  of                  1934**  |
|   | For                  the transition period from **_______________________**                  to                  **_____________________** |

**000-49786**

**PROFESSIONALS        DIRECT, INC.**

| **Michigan**(State                  or Other Jurisdiction of Incorporation                  or Organization)                                                | **38-3324634**(I.R.S.                  Employer Identification No.) |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|
|                                                                                                                                                        |                                                                |
| **161                  Ottawa Avenue, N.W., Suite 607****Grand                  Rapids, Michigan**(Address                  of Principal Executive Offices) |  **49503**(Zip                  Code)                          |

**(616)        456-8899**

**None**

**Common        Stock, No Par Value**

----

**DOCUMENTS        INCORPORATED BY REFERENCE**

----

**FORWARD-LOOKING        STATEMENTS**

|   | Ÿ | future                  economic conditions and the legal and regulatory environment in                  the                  markets served by the Corporation’s subsidiaries;                            |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | re-insurance                  market conditions, including changes in pricing and availability                  of                  re-insurance;                                                                |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | financial                  market conditions, including, but not limited to, changes in interest                  rates and the values of investments;                                                           |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | inflation;                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | credit                  worthiness of the issuers of investment securities, reinsurers                  and others                  with whom the Corporation and its subsidiaries do                  business; |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | estimates                  of loss reserves and trends in losses and loss adjustment                  expenses;                                                                                                  |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | changing                  competition;                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | the                  Corporation’s ability to execute its business plan;                                                                                                                                   |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | the                  effects of war and terrorism on investment and reinsurance                  markets;                                                                                                        |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | the                  effects of hurricanes, earthquakes and other natural disasters                  on                  investment and reinsurance markets;                                                     |
|   |   |                                                                                                                                                                                                             |
|   | Ÿ | changes                  in financial ratings issued by independent organizations, including                  A.M.                  Best, Standard & Poors and Moody’s;                                |
|   |   |                                                                                                                                                                                                             |

----

|   | Ÿ | the                  Corporation’s ability to enter new markets successfully and capitalize on                  growth opportunities; and                                                                                 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                            |
|   | Ÿ | changes                  in the laws, rules and regulations governing insurance holding                  companies                  and insurance companies, as well as applicable tax and accounting                  matters. |

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| **Item                  1.** | **Description                  of Business**. |
|------------------------------|-----------------------------------------------|

**Surplus        Certificates**

----

|   | Ÿ | *Professionals                  Direct Insurance Company*                  -                  provides lawyers professional liability insurance to lawyers and                  law firms                  in various states, with 36% of current-year earned premium from                  the State                  of Michigan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Ÿ | *Professionals                  Direct Insurance Services, Inc. (“Services”)*                  -                  provides underwriting, policy issuance, claims administration,                  accounting                  and information systems services to insurance companies. Services                  also                  provides a wide-variety of insurance products directly to consumers,                  including lawyers professional liability on behalf of PDIC. In                  the market                  segment represented by firms of six or more lawyers, Services also                  sells                  the lawyers professional liability (“LPL”) products of other carriers. In                  addition, Services sells most lines of property and casualty insurance                  and                  is also licensed to sell most types of life and health                  insurance. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Ÿ | *Professionals                  Direct Finance, Inc. (“Finance”)*                  -                  provides financing for premiums to customers of PDIC. If customers                  are                  unable to pay the entire insurance premium in advance, they are                  generally                  able to finance the premium through a financing company, including                  Finance. If policyholders finance the premium through Finance,                  they are                  required to pay a downpayment to PDIC and enter into a financing                  contract.                  Under the terms of the contract, Finance pays the balance of the                  annual                  premium to PDIC.                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Ÿ | *Professionals                  Direct Employer Organization, Inc.*                  -                  has no current operations and no material assets. The Corporation                  intends                  to use this entity to implement additional services that compliment                  its                  current businesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Ÿ | *Professionals                  Direct Statutory Trust I*                  -                  was formed in 2002 to facilitate the issuance of trust preferred                  securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Ÿ | *Professionals                  Direct Statutory Trust II*                  -                  was formed in 2005 to facilitate the issuance of trust preferred                  securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

**Business        Strategies**
***.***

|   | Ÿ | Increase                  the number of lawyers insured through the Lawyers Direct Risk Purchasing                  Group and limit geographic concentration of premium.                                              |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                  |
|   | Ÿ | Develop                  additional fee and commission income from our existing customer                  base                  through the cross-selling of other insurance and financial                  products. |
|   |   |                                                                                                                                                                                                                  |
|   | Ÿ | Develop                  the Lawyers Direct name and logo as a national brand.                                                                                                                                        |
|   |   |                                                                                                                                                                                                                  |

----

|   | Ÿ | Improve                  and enhance the process of communicating with our customers through                  greater use of the Internet.             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                   |
|   | Ÿ | Continuously                  improve our application of technology to enhance customer                  service.                                      |
|   |   |                                                                                                                                                   |
|   | Ÿ | Develop                  a management team beyond the executive level that is knowledgeable                  and                  forward looking.     |
|   |   |                                                                                                                                                   |
|   | Ÿ | Maintain                  a strong capital base sufficient to support the operations of a                  national                  service business. |
|   |   |                                                                                                                                                   |
|   | Ÿ | Provide                  liquidity to shareholders.                                                                                                    |

**Programs        and Policy Forms. **

*ProDirectPremier*
*®*
* *
*ProDirectSelect®        *

*Premier        *
*Premier        *

*ProDirectEssentials®        *
*Essentials        *

**Underwriting.        **

----

**Small-Law-Firm        Focus. **
*Select        *

**Marketing        and Distribution. **

**Claims.        **

**The        Lawyers Direct Risk Purchasing Group**
**.**

**A.        M. Best and S&P Ratings. **

----

**Competition.        **

|   | Ÿ | price                  of insurance products,                      |
|--------|--------|--------------------------------------------------------------------|
|   |   |                                                               |
|   | Ÿ | quality                  of insurance products,                    |
|   |   |                                                               |
|   | Ÿ | quality                  and speed of service and claims response, |
|   |   |                                                               |
|   | Ÿ | financial                  strength,                               |
|   |   |                                                               |
|   | Ÿ | A.                  M. Best rating and other ratings,              |
|   |   |                                                               |
|   | Ÿ | sales                  and marketing capability, and               |
|   |   |                                                               |
|   | Ÿ | technical                  expertise in a specialty area.          |

|   | Ÿ | Gulf                  Insurance                      |
|--------|--------|------------------------------------------------------|
|   |   |                                                 |
|   | Ÿ | Philadelphia                  Insurance Company      |
|   |   |                                                 |
|   | Ÿ | Westport                  Insurance Company          |
|   |   |                                                 |
|   | Ÿ | XL                  Capital                          |
|   |   |                                                 |
|   | Ÿ | CNA                                                  |
|   |   |                                                 |
|   | Ÿ | Zurich                  Insurance                    |
|   |   |                                                 |
|   | Ÿ | Carolina                  Casualty Insurance Company |
|   |   |                                                 |
|   | Ÿ | Hartford                  Insurance Company          |
|   |   |                                                 |
|   | Ÿ | Great                  American Insurance Company    |
|   |   |                                                 |
|   | Ÿ | St.                  Paul Companies                  |

----

**Supervision        and Regulation**

|   | Ÿ | establishing                  standards of solvency which must be met and maintained by insurers,                                               |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                            |
|   | Ÿ | licensing                  insurers and agents to do business,                                                                                  |
|   |   |                                                                                                                                            |
|   | Ÿ | establishing                  guidelines for the nature of and limitations on investments by                  insurers,                         |
|   |   |                                                                                                                                            |
|   | Ÿ | reviewing                  premium rates for various lines of insurance,                                                                        |
|   |   |                                                                                                                                            |
|   | Ÿ | reviewing                  the provisions which insurers must make for current losses and                  future                  liabilities, |
|   |   |                                                                                                                                            |
|   | Ÿ | the                  ability to limit the amount and timing of any dividend payment                  from PDIC                  to the Company, |
|   |   |                                                                                                                                            |
|   | Ÿ | approving                  the terms of the intercompany management agreements,                                                                 |
|   |   |                                                                                                                                            |
|   | Ÿ | reviewing                  transactions involving a change in control, and                                                                      |
|   |   |                                                                                                                                            |
|   | Ÿ | approving                  policy forms.                                                                                                        |

----

**Employees**

***Cede***
**.  **

***Direct        Written Premiums***
**.**

----

***Earned        Premium***
**.**

***GAAP.***

***Loss        Adjustment Expenses (LAE).***

***Loss        Ratio***
**.**

***NAIC***
**.**

***Net        Earned Premiums***
**.**

***Reinsurance.***

***Reserves***
**.**

***SAP.***

***Statutory        Accounting Principles***
**.**

***Statutory        Surplus***
**.**

***Surplus***
**.**

***Unearned        Premium***
**.**

----

| **Item                  2.** | **Description                  of Property**. |
|------------------------------|-----------------------------------------------|

| **Item                  3.** | **Legal                  Proceedings.** |
|------------------------------|-----------------------------------------|

| **Item                  4.** | **Submission                  of Matters to a Vote of Security                  Holders.** |
|------------------------------|--------------------------------------------------------------------------------------------|

----

**PART        II**

| **Item                  5.** | **Market                  For Common Equity and Related Stockholder                  Matters.** |
|------------------------------|-------------------------------------------------------------------------------------------------|

| **Item                  6.** | **Management’s                  Discussion and Analysis or Plan of                  Operation.** |
|------------------------------|--------------------------------------------------------------------------------------------------------|

| **Item                  7.** | **Financial                  Statements.** |
|------------------------------|--------------------------------------------|

| **Item                  8.** | **Changes                  in and Disagreements with Accountants on Accounting and Financial                  Disclosure.** |
|------------------------------|-----------------------------------------------------------------------------------------------------------------------------|

| **Item                  8A.** | **Controls                  and Procedures.** |
|-------------------------------|-----------------------------------------------|

----

| **Item                  8B.** | **Other                  Information.** |
|-------------------------------|-----------------------------------------|

----

**Part        III**

| **Item                  9.** | **Directors,                  Executive Officers, Promoters and Control Persons; Compliance with                  Section                  16(a) of the Exchange Act.** |
|------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Item                  10.** | **Executive                  Compensation.** |
|-------------------------------|----------------------------------------------|

| **Item                  11.** | **Security                  Ownership of Certain Beneficial Owners and Management and Related                  Stockholder Matters.** |
|-------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|

| **Item                  12.** | **Certain                  Relationships and Related                  Transactions.** |
|-------------------------------|---------------------------------------------------------------------------------------|

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| **Item                  13.** | **Exhibits.** |
|-------------------------------|---------------|

|   | ExhibitNo. |   |              Document                                                                                                                                                                                                    |
|--------|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |   |                                                                                                                                                                                                                                                                                      |
|   | 3.1        |   | Amended                  and Restated Articles of Incorporation. Previously filed as an                  exhibit to                  the Corporation’s Registration Statement on Form 10-SB filed on                  July 8, 2002. Here incorporated by reference.            |
|   | 3.2        |   | Amended                  and Restated Bylaws. Previously filed as an exhibit to the Corporation’s                  Registration Statement on Form 10-SB filed on July 8, 2002. Here                  incorporated by reference.                                                |
|   | 4.1        |   | Certificate                  Evidencing Floating Rate Capital Securities.                  Previously filed as an exhibit to the Corporation’s Annual Report on Form                  10-KSB filed on March 28, 2003. Here incorporated by                  reference.         |
|   | 4.2        |   | Floating                  Rate Junior Subordinated Deferrable Interest Debenture. Previously                  filed                  as an exhibit to the Corporation’s Annual Report on Form 10-KSB filed on                  March 28, 2003. Here incorporated by reference. |
|   | 4.3        |   | Indenture.                  Previously filed as an exhibit to the Corporation’s Annual Report on Form                  10-KSB filed on March 28, 2003. Here incorporated by                  reference.                                                                        |
|   | 4.4        |   | Amended                  and Restated Declaration of Trust. Previously filed as an exhibit                  to the                  Corporation’s Annual Report on Form 10-KSB filed on March 28, 2003.                  Here incorporated by reference.                       |
|   | 4.5        |   | Guarantee                  Agreement. Previously filed as an exhibit to the Corporation’s Annual                  Report on Form 10-KSB filed on March 28, 2003. Here incorporated by                  reference.                                                              |
|   | 4.6        |   | Certificate                  Evidencing Floating Rate Capital Securities. Previously filed as                  an                  exhibit to the Corporation’s Quarterly Report on Form 10-QSB filed on                  August 15, 2005. Here incorporated by reference.          |
|   | 4.7        |   | Floating                  Rate Junior Subordinated Deferrable Interest Debenture. Previously                  filed                  as an exhibit to the Corporation’s Quarterly Report on Form 10-QSB filed                  on August 15, 2005. Here incorporated by reference.  |
|   | 4.8        |   | Indenture.                  Previously filed as an exhibit to the Corporation’s Quarterly Report on                  Form 10-QSB filed on August 15, 2005. Here incorporated by                  reference.                                                                         |
|   | 4.9        |   | Amended                  and Restated Declaration of Trust. Previously filed as an exhibit                  to the                  Corporation’s Quarterly Report on Form 10-QSB filed on August 15, 2005.                  Here incorporated by reference.                        |
|   | 4.10       |   | Guarantee                  Agreement. Previously filed as an exhibit to the Corporation’s Quarterly                  Report on Form 10-QSB filed on August 15, 2005. Here incorporated                  by                  reference.                                              |
|   | 10.1       |   | Form                  of Indemnification Agreement. Previously                  filed as an exhibit to the Corporation’s Registration Statement on Form                  10-SB filed on July 8, 2002. Here incorporated by                  reference.                         |

----

|   | 10.2 |   | Employment                  Agreement with Stephen M. Tuuk. Previously filed as an exhibit                  to the                  Corporation’s Registration Statement on Form 10-SB filed on April 30,                  2002. Here incorporated by reference.                                                                                                                                                                                                   |
|--------|------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.3 |   | Employment                  Agreement with Stephen M. Westfield. Previously filed as an exhibit                  to the                  Corporation’s Registration Statement on Form 10-SB filed on April 30,                  2002. Here incorporated by reference.                                                                                                                                                                                              |
|   | 10.4 |   | Professionals                  Direct, Inc. Outside Directors’ Deferred Compensation Plan. Previously                  filed as Appendix A to the Corporation’s 2005 Schedule 14A Proxy Statement                  filed on April 19, 2005. Here incorporated by                  reference.                                                                                                                                                                      |
|   | 10.5 |   | Professionals                  Direct, Inc. Employee and Director Stock Purchase Plan. Previously                  filed                  as Appendix B to the Corporation’s 2005 Schedule 14A Proxy Statement filed                  on April 19, 2005. Here incorporated by reference.                                                                                                                                                                                |
|   | 13   |   | 2006                  Annual Report to Shareholders. This                  exhibit, except for those portions expressly incorporated by reference                  in                  this filing, is furnished for the information of the Commission                  and is not                  deemed "filed" as part of this filing.                                                                                                                                    |
|   | 14   |   | Code                  of Ethics. Previously filed as an exhibit to the Corporation’s Annual                  Report on Form 10-KSB filed on March 30, 2005. Here incorporated by                  reference.                                                                                                                                                                                                                                                       |
|   | 21   |   | Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 23.1 |   | Consent of Independent                Registered                Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                       |
|   | 24   |   | Powers                  of Attorney.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 31.1 |   | Certification                  of Chief Executive Officer, as                  required by Rule 13a-14(a) of the Securities Exchange Act of                  1934.                                                                                                                                                                                                                                                                                                            |
|   | 31.2 |   | Certification                  of Vice President of Finance, as required by Rule 13a-14(a) of                  the                  Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                          |
|   | 32   |   | Certification                  of Chief Executive Officer and Vice President of Finance, as required                  by                  Rule 13a-14(b) of the Securities Exchange Act of 1934. This exhibit,                  except those portions expressly incorporated by reference in this                  filing,                  is furnished for the information of the Commission and is not deemed                  “filed” as part of this filing. |

| **Item                  14.** | **Principle                  Accountant Fees and                  Services.** |
|-------------------------------|-------------------------------------------------------------------------------|

----

**SIGNATURES**

|                                             | PROFESSIONALS                  DIRECT, INC.                                                                                       |
|--------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|
|                                             |                                                                                                                              |
|                                             |                                                                                                                              |
|                                             |                                                                                                                              |
| Date:  March                  30, 2006 | /s/Stephen                M. Tuuk                                                                                                 |
|                                             | Stephen                  M. Tuuk, President and Chief ExecutiveOfficer                  (authorized to sign on behalf of company) |
|                                             |                                                                                                                              |
|                                             |                                                                                                                              |
| Date:  March                  30, 2006 | /s/Stephen                M. Westfield                                                                                            |
|                                             | Stephen                  M. Westfield, Vice President of Finance(principal                  financial and accounting officer)     |

| Date:  March                  30, 2006 | /s/Stephen                M. Tuuk               |
|--------------------------------------------------|-------------------------------------------------|
|                                             | Stephen                  M. Tuuk, Director      |
|                                             |                                            |
|                                             |                                            |
|                                             |                                            |
| Date:  March                  30, 2006 | /s/Stephen                M. Westfield          |
|                                             | Stephen                  M. Westfield, Director |
|                                             |                                            |
|                                             |                                            |
|                                             |                                            |
| Date:  March                  30, 2006 | /s/Blake                W. Krueger*             |
|                                             | Blake                  W. Krueger, Director     |
|                                             |                                            |
|                                             |                                            |
|                                             |                                            |
| Date:  March                  30, 2006 | /s/David                W. Crooks*              |
|                                             | David                  W. Crooks, Director      |

----

| Date:  March                  30, 2006 |   | /s/Thomas                J. Ryan*                |
|--------------------------------------------------|--------|--------------------------------------------------|
|                                             |   | Thomas                  J. Ryan, Director        |
|                                             |   |                                             |
|                                             |   |                                             |
|                                             |   |                                             |
| Date:  March                  30, 2006 |   | /s/Tracy                T. Larsen*               |
|                                             |   | Tracy                  T. Larsen, Director       |
|                                             |   |                                             |
|                                             |   |                                             |
|                                             |   |                                             |
| Date:  March                  30, 2006 |   | /s/Thomas                F. Dickinson*           |
|                                             |   | Thomas                  F. Dickinson, Director   |
|                                             |   |                                             |
|                                             |   |                                             |
|                                             |   |                                             |
| Date:  March                  30, 2006 |   | /s/Joseph                A. Fink*                |
|                                             |   | Joseph                  A. Fink, Director        |
|                                             |   |                                             |
|                                             |   |                                             |
|                                             |   |                                             |
| Date:  March                  30, 2006 |   | /s/Mary                L. Ursul*                 |
|                                             |   | Mary                  L. Ursul, Director         |
|                                             |   |                                             |
|                                             |   |                                             |
|                                             |   |                                             |
| Date:  March                  30, 2006 |   | /s/Julius                A. Otten*               |
|                                             |   | Julius                  A. Otten, Director       |
|                                             |   |                                             |
|                                             |   |                                             |
|                                             |   |                                             |
| Date:  March                  30, 2006 | *By:   | /s/Stephen                M. Tuuk                |
|                                             |   | Stephen                  M. TuukAttorney-in-Fact |

----

**Exhibit        Index**

|   | ExhibitNo. |   |              Document                                                                                                                                                                                                       |
|--------|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |   |                                                                                                                                                                                                                                                                                         |
|   | 3.1        |   | Amended                  and Restated Articles of Incorporation. Previously filed as an                  exhibit to                  the Corporation’s Registration Statement on Form 10-SB filed on                  July 8, 2002. Here incorporated by reference.               |
|   | 3.2        |   | Amended                  and Restated Bylaws. Previously filed as an exhibit to the Corporation’s                  Registration Statement on Form 10-SB filed on July 8, 2002. Here                  incorporated by reference.                                                   |
|   | 4.1        |   | Certificate                  Evidencing Floating Rate Capital Securities. Previously filed as                  an                  exhibit to the Corporation’s Annual Report on Form 10-KSB filed on                  March 28, 2003. Here incorporated by reference.            |
|   | 4.2        |   | Floating                  Rate Junior Subordinated Deferrable Interest Debenture. Previously                  filed                  as an exhibit to the Corporation’s Annual Report on Form 10-KSB filed on                  March 28, 2003. Here incorporated by reference.    |
|   | 4.3        |   | Indenture.                  Previously filed as an exhibit to the Corporation’s Annual Report on Form                  10-KSB filed on March 28, 2003. Here incorporated by                  reference.                                                                           |
|   | 4.4        |   | Amended                  and Restated Declaration of Trust. Previously filed as an exhibit                  to the                  Corporation’s Annual Report on Form 10-KSB filed on March 28, 2003.                  Here incorporated by reference.                          |
|   | 4.5        |   | Guarantee                  Agreement. Previously filed as an exhibit to the Corporation’s Annual                  Report on Form 10-KSB filed on March 28, 2003. Here incorporated by                  reference.                                                                 |
|   | 4.6        |   | Certificate                  Evidencing Floating Rate Capital Securities. Previously filed as                  an                  exhibit to the Corporation’s Quarterly Report on Form 10-QSB filed on                  August 15, 2005. Here incorporated by reference.             |
|   | 4.7        |   | Floating                  Rate Junior Subordinated Deferrable Interest Debenture. Previously                  filed                  as an exhibit to the Corporation’s Quarterly Report on Form 10-QSB filed                  on August 15, 2005. Here incorporated by reference.     |
|   | 4.8        |   | Indenture.                  Previously filed as an exhibit to the Corporation’s Quarterly Report on                  Form 10-QSB filed on August 15, 2005. Here incorporated by                  reference.                                                                            |
|   | 4.9        |   | Amended                  and Restated Declaration of Trust. Previously filed as an exhibit                  to the                  Corporation’s Quarterly Report on Form 10-QSB filed on August 15, 2005.                  Here incorporated by reference.                           |
|   | 4.10       |   | Guarantee                  Agreement. Previously filed as an exhibit to the Corporation’s Quarterly                  Report on Form 10-QSB filed on August 15, 2005. Here incorporated                  by                  reference.                                                 |
|   | 10.1       |   | Form                  of Indemnification Agreement. Previously filed as an exhibit to                  the                  Corporation’s Registration Statement on Form 10-SB filed on July 8,                  2002. Here incorporated by reference.                            |
|   | 10.2       |   | Employment                  Agreement with Stephen M. Tuuk. Previously filed as an exhibit                  to the                  Corporation’s Registration Statement on Form 10-SB filed on April 30,                  2002. Here incorporated by reference.                  |
|   | 10.3       |   | Employment                  Agreement with Stephen M. Westfield. Previously filed as an exhibit                  to the                  Corporation’s Registration Statement on Form 10-SB filed on April 30,                  2002. Here incorporated by                  reference. |

----

|   | 10.4 |   | Professionals                  Direct, Inc. Outside Directors’ Deferred Compensation Plan. Previously                  filed as Appendix A to the Corporation’s 2005 Schedule 14A Proxy Statement                  filed on April 19, 2005. Here incorporated by                  reference.                                                                                                                                                                      |
|--------|------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.5 |   | Professionals                  Direct, Inc. Employee and Director Stock Purchase Plan. Previously                  filed                  as Appendix B to the Corporation’s 2005 Schedule 14A Proxy Statement filed                  on April 19, 2005. Here incorporated by reference.                                                                                                                                                                                |
|   | 13   |   | 2006                  Annual Report to Shareholders. This exhibit, except for those portions                  expressly incorporated by reference in this filing, is furnished                  for the                  information of the Commission and is not deemed "filed" as part                  of this                  filing.                                                                                                                                    |
|   | 14   |   | Code                  of Ethics. Previously filed as an exhibit to the Corporation’s Annual                  Report on Form 10-KSB filed on March 30, 2005. Here incorporated by                  reference.                                                                                                                                                                                                                                                       |
|   | 21   |   | Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 23.1 |   | Consent of Independent                Registered                Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                       |
|   | 24   |   | Powers                  of Attorney.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 31.1 |   | Certification                  of Chief Executive Officer, as required by Rule 13a-14(a) of the                  Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                             |
|   | 31.2 |   | Certification                  of Vice President of Finance, as required by Rule 13a-14(a) of                  the                  Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                          |
|   | 32   |   | Certification                  of Chief Executive Officer and Vice President of Finance, as required                  by                  Rule 13a-14(b) of the Securities Exchange Act of 1934. This exhibit,                  except those portions expressly incorporated by reference in this                  filing,                  is furnished for the information of the Commission and is not deemed                  “filed” as part of this filing. |