----

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|                             |
|----------------------------------|
| **UNITED STATES SECURITIES AND** |
| **EXCHANGE COMMISSION**          |
| **Washington, D.C. 20549**       |
|                             |
|                                  |
|                             |
| **FORM 10-Q**                    |
|                                                   |                                                                                                                                                                    |
|--------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Mark One)                                             |
| **x**                                                  | **Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                        For the quarterly period ended June 30, 2008**         |
|                                                   |                                                                                                                                                                    |
|                                                   | **or**                                                                                                                                                                  |
|                                                   |                                                                                                                                                                    |
| **o**                                                  | **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                        For the transition period from ________ to ________** |
|                                                   |                                                                                                                                                                    |
| **Commission File Number 000-51124**                   |
|                                                   |
| **SeaBright Insurance Holdings, Inc.**                 |
| (Exact name of registrant as specified in its charter) |
|                                                                                  |   |                              |
|---------------------------------------------------------------------------------------|--------|-----------------------------------|
| **Delaware**                                                                          |   | **56-2393241**                    |
| (State or other jurisdiction of incorporation                        or organization) |   | (IRS Employer Identification No.) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **1501 4th Avenue, Suite 2600**                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Seattle, WA 98101**                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (Address of principal executive offices, including zip code)                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **(206) 269-8500**                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (Registrant’s telephone number, including area code)                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90                        days. |
| Yes x No o                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):                           |
|           Large accelerated filer o   Accelerated filer x   Non-accelerated filer o    Smaller reporting company o                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|           Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):                                                                                                                                                                                                                                                               |
| Yes x No o                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:                                                                                                                                                                                                                                                                                                        |
|                          |   |                                        |
|-------------------------------|--------|---------------------------------------------|
| **Class**                     |   | **Shares outstanding as of August 8, 2008** |
| Common Stock, $0.01 Par Value |   | 21,362,312                                  |

----

----

**SeaBright Insurance Holdings, Inc.**

**Index to Form 10-Q**

|         |   |                                                                                                                   |   |   |   |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|         |   |                                                                                                                   |   | Page   |
|         |   |                                                                                                                   |   |        |
| **Part I.**  |   | **Financial Information**                                                                                              |   |   |
|         |   |                                                                                                                   |   |   |
| Item 1.      |   | Financial Statements (unaudited)                                                                                       |   | 2      |   |
|         |   |                                                                                                                   |   |   |   |
|         |   | Condensed Consolidated Balance Sheets as of June 30, 2008 and                        December 31, 2007                 |   | 2      |   |
|         |   |                                                                                                                   |   |   |   |
|         |   | Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2008 and 2007       |   | 3      |   |
|         |   |                                                                                                                   |   |   |   |
|         |   | Condensed Consolidated Statements of Cash Flows for the Six Months                        Ended June 30, 2008 and 2007 |   | 4      |   |
|         |   |                                                                                                                   |   |   |   |
|         |   | Notes to Unaudited Condensed Consolidated Financial Statements                                                         |   | 5      |   |
|         |   |                                                                                                                   |   |   |   |
| Item 2.      |   | Management’s Discussion and Analysis of Financial Condition and Results of Operations                            |   | 17     |   |
|         |   |                                                                                                                   |   |   |   |
| Item 3.      |   | Quantitative and Qualitative Disclosures About Market Risk                                                             |   | 34     |   |
|         |   |                                                                                                                   |   |   |   |
| Item 4.      |   | Controls and Procedures                                                                                                |   | 35     |   |
|         |   |                                                                                                                   |   |   |   |
| **Part II.** |   | **Other Information**                                                                                                  |   |   |   |
|         |   |                                                                                                                   |   |   |   |
| Item 1A.     |   | Risk Factors                                                                                                           |   | 35     |   |
|         |   |                                                                                                                   |   |   |   |
| Item 2.      |   | Unregistered Sales of Equity Securities and Use of Proceeds                                                            |   | 35     |   |
|         |   |                                                                                                                   |   |   |   |
| Item 4.      |   | Submission of Matters to a Vote of Security Holders                                                                    |   | 36     |   |
|         |   |                                                                                                                   |   |   |   |
| Item 6.      |   | Exhibits                                                                                                               |   | 36     |   |
|         |   |                                                                                                                   |   |   |   |
| Signatures   |   |                                                                                                                   |   | 37     |   |

- 1 -

----

**PART I – FINANCIAL INFORMATION**

**Item 1. Financial Statements**

**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

|                                                                                                                                                                      |   |                                                                          |    |                                         |   |    |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|---------|----------------------------------------------|--------|---------|--------|
|                                                                                                                                                                      |   | **June 30,                        2008**                                      |    | **December 31,                        2007** |   |
|                                                                                                                                                                      |   |                                                                               |    |                                              |   |
|                                                                                                                                                                      |   | **(Unaudited)**                                                               |    |                                         |   |    |
|                                                                                                                                                                      |   | **(in thousands, except share and                        per share amounts)** |    |
| **ASSETS**                                                                                                                                                                |   |                                                                          |    |                                         |   |    |   |
|                                                                                                                                                                      |   |                                                                          |    |                                         |   |    |   |
| Fixed income securities available for sale, at fair value (amortized cost $492,368 in 2008 and $471,131 in 2007)                                                          |   | $                                                                             | 489,292 |                                         | $      | 474,756 |   |
| Equity securities available for sale, at fair value (cost $14,530 in 2008 and $11,301 in 2007)                                                                            |   |                                                                          | 12,747  |                                         |   | 11,193  |   |
| Preferred stock available for sale, at fair value (cost $8,297 in 2008 and $9,485 in 2007                                                                                 |   |                                                                          | 8,281   |                                         |   | 8,488   |   |
| Cash and cash equivalents                                                                                                                                                 |   |                                                                          | 29,470  |                                         |   | 20,292  |   |
| Accrued investment income                                                                                                                                                 |   |                                                                          | 5,491   |                                         |   | 5,055   |   |
| Premiums receivable, net of allowance                                                                                                                                     |   |                                                                          | 10,791  |                                         |   | 9,223   |   |
| Deferred premiums                                                                                                                                                         |   |                                                                          | 162,147 |                                         |   | 150,066 |   |
| Service income receivable                                                                                                                                                 |   |                                                                          | 228     |                                         |   | 436     |   |
| Reinsurance recoverables                                                                                                                                                  |   |                                                                          | 15,718  |                                         |   | 14,210  |   |
| Receivable under adverse development cover                                                                                                                                |   |                                                                          | 2,533   |                                         |   | 2,533   |   |
| Prepaid reinsurance                                                                                                                                                       |   |                                                                          | 1,812   |                                         |   | 1,820   |   |
| Property and equipment, net                                                                                                                                               |   |                                                                          | 4,539   |                                         |   | 1,707   |   |
| Deferred income taxes, net                                                                                                                                                |   |                                                                          | 20,862  |                                         |   | 16,488  |   |
| Deferred policy acquisition costs, net                                                                                                                                    |   |                                                                          | 22,310  |                                         |   | 19,832  |   |
| Intangible assets, net                                                                                                                                                    |   |                                                                          | 1,228   |                                         |   | 1,233   |   |
| Goodwill                                                                                                                                                                  |   |                                                                          | 2,881   |                                         |   | 2,881   |   |
| Other assets                                                                                                                                                              |   |                                                                          | 19,286  |                                         |   | 15,356  |   |
|                                                                                                                                                                      |   |                                                                               |         |                                         |        |         |   |
| Total assets                                                                                                                                                              |   | $                                                                             | 809,616 |                                         | $      | 755,569 |   |
|                                                                                                                                                                      |   |                                                                               |         |                                         |        |         |   |
|                                                                                                                                                                      |   |                                                                          |    |                                         |   |    |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                            |   |                                                                          |    |                                         |   |    |   |
|                                                                                                                                                                      |   |                                                                          |    |                                         |   |    |   |
| Liabilities:                                                                                                                                                              |   |                                                                          |    |                                         |   |    |   |
| Unpaid loss and loss adjustment expense                                                                                                                                   |   | $                                                                             | 263,708 |                                         | $      | 250,085 |   |
| Unearned premiums                                                                                                                                                         |   |                                                                          | 155,477 |                                         |   | 147,033 |   |
| Reinsurance funds withheld and balances payable                                                                                                                           |   |                                                                          | 1,377   |                                         |   | 220     |   |
| Premiums payable                                                                                                                                                          |   |                                                                          | 4,876   |                                         |   | 4,136   |   |
| Accrued expenses and other liabilities                                                                                                                                    |   |                                                                          | 62,063  |                                         |   | 47,789  |   |
| Surplus notes                                                                                                                                                             |   |                                                                          | 12,000  |                                         |   | 12,000  |   |
|                                                                                                                                                                      |   |                                                                               |         |                                         |        |         |   |
| Total liabilities                                                                                                                                                         |   |                                                                          | 499,501 |                                         |   | 461,263 |   |
|                                                                                                                                                                      |   |                                                                               |         |                                         |        |         |   |
|                                                                                                                                                                      |   |                                                                          |    |                                         |   |    |   |
| Commitments and contingencies                                                                                                                                             |   |                                                                          |    |                                         |   |    |   |
|                                                                                                                                                                      |   |                                                                          |    |                                         |   |    |   |
| Stockholders’ equity:                                                                                                                                               |   |                                                                          |    |                                         |   |    |   |
| Series A preferred stock, $0.01 par value; 750,000 shares authorized; no shares issued and outstanding                                                                    |   |                                                                          | — |                                         |   | — |   |
| Undesignated preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued and outstanding                                                             |   |                                                                          | — |                                         |   | — |   |
| Common stock, $0.01 par value; 75,000,000 shares authorized; issued and outstanding – 21,222,703 shares at June 30, 2008 and 20,831,102 shares at December 31, 2007 |   |                                                                          | 212     |                                         |   | 208     |   |
| Paid-in capital                                                                                                                                                           |   |                                                                          | 197,282 |                                         |   | 194,023 |   |
| Accumulated other comprehensive income (loss)                                                                                                                             |   |                                                                          | (3,100  | )                                            |   | 1,638   |   |
| Retained earnings                                                                                                                                                         |   |                                                                          | 115,721 |                                         |   | 98,437  |   |
|                                                                                                                                                                      |   |                                                                               |         |                                         |        |         |   |
| Total stockholders’ equity                                                                                                                                          |   |                                                                          | 310,115 |                                         |   | 294,306 |   |
|                                                                                                                                                                      |   |                                                                               |         |                                         |        |         |   |
| Total liabilities and stockholders’ equity                                                                                                                          |   | $                                                                             | 809,616 |                                         | $      | 755,569 |   |
|                                                                                                                                                                      |   |                                                                               |         |                                         |        |         |   |

*See accompanying notes to unaudited condensed consolidated financial statements.*

- 2 -

----

**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS            (Unaudited)**

|                                             |   |                                                                |       |                          |   |       |   |     |       |   |   |       |   |
|--------------------------------------------------|--------|---------------------------------------------------------------------|------------|-------------------------------|--------|------------|--------|----------|------------|--------|--------|------------|--------|
|                                             |   | **Three Months Ended June 30,**                                     |       | **Six Months Ended June 30,** |   |
|                                             |   |                                                                     |       |                               |   |
|                                             |   | **2008**                                                            |       | **2007**                      |   | **2008**   |   | **2007** |       |
|                                             |   |                                                                     |       |                               |   |            |   |          |       |
|                                             |   | **(in thousands, except share and earnings per share information)** |       |
| Revenue:                                         |   |                                                                |       |                          |   |       |   |     |       |   |   |       |   |
| Premiums earned                                  |   | $                                                                   | 55,685     |                          | $      | 54,757     |   | $        | 112,407    |   | $      | 103,388    |   |
| Claims service income                            |   |                                                                | 424        |                          |   | 343        |   |     | 830        |   |   | 899        |   |
| Other service income                             |   |                                                                | 83         |                          |   | 25         |   |     | 99         |   |   | 49         |   |
| Net investment income                            |   |                                                                | 5,557      |                          |   | 4,854      |   |     | 11,281     |   |   | 9,612      |   |
| Net realized loss                                |   |                                                                | (2,012     | )                             |   | (8         | )      |     | (2,129     | )      |   | (60        | )      |
| Other income                                     |   |                                                                | 2,042      |                          |   | 685        |   |     | 3,451      |   |   | 1,642      |   |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
|                                             |   |                                                                | 61,779     |                          |   | 60,656     |   |     | 125,939    |   |   | 115,530    |   |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
| Losses and expenses:                             |   |                                                                |       |                          |   |       |   |     |       |   |   |       |   |
| Loss and loss adjustment expenses                |   |                                                                | 32,156     |                          |   | 29,012     |   |     | 62,565     |   |   | 54,930     |   |
| Underwriting, acquisition and insurance expenses |   |                                                                | 17,678     |                          |   | 14,692     |   |     | 33,324     |   |   | 27,323     |   |
| Interest expense                                 |   |                                                                | 210        |                          |   | 284        |   |     | 461        |   |   | 565        |   |
| Other expenses                                   |   |                                                                | 2,366      |                          |   | 1,652      |   |     | 4,353      |   |   | 3,203      |   |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
|                                             |   |                                                                | 52,410     |                          |   | 45,640     |   |     | 100,703    |   |   | 86,021     |   |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
| Income before taxes                              |   |                                                                | 9,369      |                          |   | 15,016     |   |     | 25,236     |   |   | 29,509     |   |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
|                                             |   |                                                                |       |                          |   |       |   |     |       |   |   |       |   |
| Income tax expense (benefit):                    |   |                                                                |       |                          |   |       |   |     |       |   |   |       |   |
| Current                                          |   |                                                                | 3,968      |                          |   | 5,692      |   |     | 10,279     |   |   | 10,166     |   |
| Deferred                                         |   |                                                                | (1,031     | )                             |   | (879       | )      |     | (2,327     | )      |   | (933       | )      |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
|                                             |   |                                                                | 2,937      |                          |   | 4,813      |   |     | 7,952      |   |   | 9,233      |   |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
| Net income                                       |   | $                                                                   | 6,432      |                          | $      | 10,203     |   | $        | 17,284     |   | $      | 20,276     |   |
|                                             |   |                                                                     |            |                          |        |            |   |          |            |   |        |            |   |
|                                             |   |                                                                |       |                          |   |       |   |     |       |   |   |       |   |
| Basic earnings per share                         |   | $                                                                   | 0.31       |                          | $      | 0.50       |   | $        | 0.85       |   | $      | 1.00       |   |
| Diluted earnings per share                       |   | $                                                                   | 0.30       |                          | $      | 0.49       |   | $        | 0.82       |   | $      | 0.97       |   |
|                                             |   |                                                                |       |                          |   |       |   |     |       |   |   |       |   |
| Weighted average basic shares outstanding        |   |                                                                | 20,456,084 |                          |   | 20,338,526 |   |     | 20,408,153 |   |   | 20,329,662 |   |
| Weighted average diluted shares outstanding      |   |                                                                | 21,193,886 |                          |   | 20,960,268 |   |     | 21,080,924 |   |   | 20,913,518 |   |

*See accompanying notes to unaudited condensed consolidated financial statements.*

- 3 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS            (Unaudited)**

|                                                                          |   |                          |    |     |   |    |   |
|-------------------------------------------------------------------------------|--------|-------------------------------|---------|----------|--------|---------|--------|
|                                                                          |   | **Six Months Ended June 30,** |    |
|                                                                          |   |                               |    |
|                                                                          |   | **2008**                      |    | **2007** |   |
|                                                                          |   |                               |    |          |   |
|                                                                          |   | **(in thousands)**            |    |
| Cash flows from operating activities:                                         |   |                          |    |     |   |    |   |
| Net income                                                                    |   | $                             | 17,284  |     | $      | 20,276  |   |
| Adjustments to reconcile net income to cash provided by operating activities: |   |                          |    |     |   |    |   |
| Amortization of deferred policy acquisition costs                             |   |                          | 19,012  |     |   | 16,566  |   |
| Policy acquisition costs deferred                                             |   |                          | (21,490 | )        |   | (19,334 | )      |
| Provision for depreciation and amortization                                   |   |                          | 1,830   |     |   | 1,348   |   |
| Compensation cost on restricted shares of common stock                        |   |                          | 2,679   |     |   | 935     |   |
| Compensation cost on stock options                                            |   |                          | 541     |     |   | 324     |   |
| Net realized loss on investments                                              |   |                          | 2,129   |     |   | 61      |   |
| Gain on sale of fixed assets                                                  |   |                          | — |     |   | (1      | )      |
| Benefit for deferred income taxes                                             |   |                          | (1,713  | )        |   | (933    | )      |
| Changes in certain assets and liabilities:                                    |   |                          |    |     |   |    |   |
| Unpaid loss and loss adjustment expense                                       |   |                          | 13,623  |     |   | 20,323  |   |
| Income tax payable                                                            |   |                          | (1,865  | )        |   | (596    | )      |
| Reinsurance recoverables, net of reinsurance withheld                         |   |                          | 1,692   |     |   | (6      | )      |
| Unearned premiums, net of deferred premiums and premiums receivable           |   |                          | (5,205  | )        |   | 870     |   |
| Accrued investment income                                                     |   |                          | (436    | )        |   | (428    | )      |
| Other assets and other liabilities                                            |   |                          | 10,981  |     |   | (925    | )      |
|                                                                          |   |                               |         |     |        |         |   |
| Net cash provided by operating activities                                     |   |                          | 39,062  |     |   | 38,480  |   |
|                                                                          |   |                               |         |     |        |         |   |
|                                                                          |   |                          |    |     |   |    |   |
| Cash flows from investing activities:                                         |   |                          |    |     |   |    |   |
| Purchases of investments                                                      |   |                          | (92,469 | )        |   | (71,101 | )      |
| Sales of investments                                                          |   |                          | 16,798  |     |   | 10,565  |   |
| Maturities and redemption of investments                                      |   |                          | 49,149  |     |   | 25,417  |   |
| Purchases of property and equipment                                           |   |                          | (3,496  | )        |   | (1,060  | )      |
|                                                                          |   |                               |         |     |        |         |   |
| Net cash used in investing activities                                         |   |                          | (30,018 | )        |   | (36,179 | )      |
|                                                                          |   |                               |         |     |        |         |   |
|                                                                          |   |                          |    |     |   |    |   |
| Cash flows from financing activities:                                         |   |                          |    |     |   |    |   |
| Proceeds from exercise of stock options                                       |   |                          | 130     |     |   | 239     |   |
| Deferred tax benefit from disqualifying dispositions                          |   |                          | — |     |   | 77      |   |
| Grant of restricted shares of common stock                                    |   |                          | 4       |     |   | 5       |   |
|                                                                          |   |                               |         |     |        |         |   |
| Net cash provided by financing activities                                     |   |                          | 134     |     |   | 321     |   |
|                                                                          |   |                               |         |     |        |         |   |
|                                                                          |   |                          |    |     |   |    |   |
| Net increase in cash and cash equivalents                                     |   |                          | 9,178   |     |   | 2,622   |   |
| Cash and cash equivalents at beginning of period                              |   |                          | 20,292  |     |   | 20,412  |   |
|                                                                          |   |                               |         |     |        |         |   |
| Cash and cash equivalents at end of period                                    |   | $                             | 29,470  |     | $      | 23,034  |   |
|                                                                          |   |                               |         |     |        |         |   |
|                                                                          |   |                          |    |     |   |    |   |
| Supplemental disclosures:                                                     |   |                          |    |     |   |    |   |
| Accrued expenses for purchases of investments                                 |   | $                             | 14,801  |     | $      | — |   |
| Federal income taxes paid                                                     |   |                          | 13,735  |     |   | 10,000  |   |
| Interest paid on surplus notes                                                |   |                          | 461     |     |   | 565     |   |

*See accompanying notes to unaudited condensed consolidated financial statements.*

- 4 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**1. Organization**

          SeaBright Insurance Holdings, Inc. (“SIH”), a Delaware corporation, was formed in June 2003. On July 14, 2003, SIH entered into a purchase agreement, effective September 30, 2003, with Kemper Employers Group, Inc. (“KEG”), Eagle Pacific Insurance Company, Inc. and Pacific Eagle Insurance Company, Inc. (referred to collectively as            “Eagle”), and Lumbermens Mutual Casualty Company (“LMC”), the ultimate owner of KEG and Eagle (the ”Acquisition”). Under this agreement, SIH acquired Kemper Employers Insurance Company (“KEIC”), PointSure Insurance Services, Inc. (“PointSure”), and certain assets of Eagle, primarily renewal rights.

          Prior to the Acquisition, beginning in 2000, KEIC wrote business only in California. In May 2002, KEIC ceased writing business and by December 31, 2003, all premiums related to business prior to the Acquisition were 100% earned. KEIC resumed writing business effective October 1, 2003, primarily targeting policy renewals for former Eagle business in the states            of California, Hawaii and Alaska. In November 2003, permission was granted by the Illinois Department of Financial and Professional Regulation, Division of Insurance (the “Illinois Division of Insurance”) for KEIC to change its name to SeaBright Insurance Company (“SBIC”). As of June 30, 2008, SBIC is licensed to write workers’ compensation insurance in 48 states and the District of Columbia. PointSure is engaged primarily in administrative and            brokerage activities.

          In December 2007, SIH acquired 100% of the outstanding common stock of Total HealthCare Management, Inc. (“THM”), a privately held California based provider of medical bill review, utilization review, nurse case management and other related services.

          **2. Summary of Significant Accounting Policies**

***          a. Basis of Presentation***

          The accompanying unaudited condensed consolidated financial statements include the accounts of SIH and its wholly owned subsidiaries, SBIC, PointSure and THM (collectively, the ”Company,” “we” or “us”). All significant intercompany transactions among these affiliated entities have been eliminated in consolidation.

          The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange            Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited            financial statements and accompanying notes as of and for the year ended December 31, 2007 included in the Company’s Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2008.

          In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial information set forth therein. Results of operations for the three month or six month periods ended June 30, 2008 are not necessarily indicative of the results expected            for the full fiscal year or for any future period.

***          b. Use of Estimates***

          The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and            the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The Company has used significant estimates in determining the fair value and impairment of investment securities, unpaid loss and loss adjustment expenses, goodwill and other intangibles, earned premiums on retrospectively rated policies, earned but unbilled premiums, deferred acquisition costs, federal income taxes and certain amounts related to reinsurance.

- 5 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

***          c. Revenue Recognition***

          Premiums for primary and reinsured risks are included in revenue over the lives of the contracts in proportion to the amount of insurance protection provided (i.e., ratably over the policy period). The portion of premium that is applicable to the unexpired period of a policy in-force is not included in revenue but is deferred and recorded as unearned premium in the            liability section of the balance sheet. Deferred premiums represent the unbilled portion of annual premiums.

          Earned premiums on retrospectively rated policies are based on the Company’s estimate of loss experience as of the measurement date. Loss experience includes known losses specifically identifiable to a retrospective policy as well as provisions for future development on known losses and for losses incurred but not yet reported, which are developed using actuarial            loss development factors that are consistent with how the Company projects losses in general. For retrospectively rated policies, the governing contractual minimum and maximum rates are established at policy inception and are made a part of the insurance contract. While the typical retrospectively rated policy has five annual adjustment or measurement periods, premium adjustments continue until mutual agreement to cease future adjustments is reached with the policyholder. For the            three month periods ended June 30, 2008 and 2007, approximately 16.9% and 21.0%, respectively, of direct premiums written related to retrospectively rated policies. For the six months ended June 30, 2008 and 2007, approximately 13.3% and 17.0%, respectively, of direct premiums written related to retrospectively rated policies.

          The Company estimates the amount of premiums that have been earned but are unbilled at the end of the period by analyzing historical earned premium adjustments made at final audit and applying an adjustment percentage against premiums earned for the period. Included in deferred premiums is an accrual for earned but unbilled premiums of $162,000 at June 30, 2008 and            $44,000 at December 31, 2007.

          Service income generated from various underwriting and claims service agreements with third parties is recognized as income in the period in which services are performed.

***          d. Unpaid Loss and Loss Adjustment Expense***

          Unpaid loss and loss adjustment expense represents an estimate of the ultimate net cost of all unpaid losses incurred through the specified period. Loss adjustment expenses are estimates of unpaid expenses to be incurred in settlement of the claims included in the liability for unpaid losses. These liabilities, which anticipate salvage and subrogation recoveries and are            presented gross of amounts recoverable from reinsurers, include estimates of future trends in claim severity and frequency and other factors that could vary as the losses are ultimately settled. Liabilities for unpaid loss and loss adjustment expenses are not discounted to account for the time value of money.

          In light of the Company’s short operating history and uncertainties concerning the effects of legislative reform specifically as it relates to the Company’s California workers’ compensation class of business, actuarial techniques are applied that use the historical experience of the Company and the Company’s predecessor as well as industry            information in the analysis of unpaid loss and loss adjustment expense. These techniques recognize, among other factors:

|   |   |                                                               |
|--------|--------|--------------------------------------------------------------------|
|   | • | the Company’s claims experience and that of its predecessor; |
|   |   |                                                               |
|   | • | the industry’s claims experience;                            |
|   |   |                                                               |
|   | • | historical trends in reserving patterns and loss payments;         |
|   |   |                                                               |
|   | • | the impact of claim inflation and/or deflation;                    |
|   |   |                                                               |
|   | • | the pending level of unpaid claims;                                |
|   |   |                                                               |
|   | • | the cost of claim settlements;                                     |
|   |   |                                                               |
|   | • | legislative reforms affecting workers’ compensation;         |
|   |   |                                                               |
|   | • | the environment in which insurance companies operate; and          |
|   |   |                                                               |
|   | • | trends in claim frequency and severity.                            |

- 6 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

          Although it is not possible to measure the degree of variability inherent in such estimates, management believes that the liability for unpaid loss and loss adjustment expense is reasonable. The estimates are reviewed periodically and any necessary adjustments are included in the results of operations of the period in which the adjustments are determined.

***          e. Reinsurance***

          The Company protects itself from excessive losses by reinsuring certain levels of risk in various areas of exposure with nonaffiliated reinsurers. Regardless of type, reinsurance does not legally discharge the ceding insurer from primary liability for the full amount due under the reinsured policies. Reinsurance premiums, commissions, expense reimbursements and reserves            related to ceded business are accounted for on a basis consistent with that used in accounting for original policies issued and the terms of the reinsurance contracts. The unpaid loss and loss adjustment expense subject to the adverse development cover with LMC is calculated periodically using generally accepted actuarial methodologies for estimating unpaid loss and loss adjustment expense liabilities, including incurred loss and paid loss development methods. Amounts recoverable in            excess of acquired reserves at September 30, 2003 are recorded gross in unpaid loss and loss adjustment expense in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, *Business Combinations*, with a corresponding amount receivable from the seller. Amounts are shown net in the unaudited condensed consolidated statements of operations. Premiums ceded to other companies are reported as a reduction of premiums written and earned. Reinsurance            recoverables are determined based on the terms and conditions of the reinsurance contracts.

          Balances due from reinsurers on unpaid loss and loss adjustment expenses, including an estimate of such recoverables related to reserves for incurred-but-not-reported (“IBNR”) losses, are reported as assets and are included in reinsurance recoverables even though amounts due on unpaid loss and loss adjustment expenses are not recoverable from the reinsurer            until such losses are paid. Should a reinsurer be unable or unwilling to pay such amounts to the Company when due, the Company would be liable for such obligations. The Company monitors the financial condition of its reinsurers and does not believe that it is currently exposed to any material credit risk through its reinsurance agreements because most of its reinsurance is recoverable from large, well-capitalized reinsurance companies. Historically, no amounts from reinsurers have            been written-off as uncollectible.

***          f. Income Taxes***

          The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are estimated to be in effect when the differences are expected to reverse, net            of any applicable valuation allowances. The Company evaluates the necessity of a deferred tax asset valuation allowance by determining, based on the weight of available evidence, whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. When necessary, a valuation allowance is recorded to reduce the deferred tax asset to the amount that is more likely than not to be realized.

          The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, *Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109* (“FIN 48”) on January 1, 2007. At the date of adoption and as of June 30, 2008 and December 31, 2007, the Company had no unrecognized tax            benefits and no adjustments to liabilities or operations were required.

          The Company recognizes interest and penalties on tax related matters as income tax expense. The Company had no interest or penalties expense related to uncertain tax positions in the three month or six month periods ended June 30, 2008 and 2007.

          The tax years 2004 through 2007 remain open to examination by the major taxing jurisdictions to which the Company is subject.

***          g. Earnings Per Share***

          The following table provides the reconciliation of basic and diluted weighted average shares outstanding used in calculating earnings per share for the three month and six month periods ended June 30, 2008 and 2007:

- 7 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

|                                                                                                        |   |                            |   |                          |               |     |   |     |   |   |   |   |   |
|-------------------------------------------------------------------------------------------------------------|--------|---------------------------------|--------|-------------------------------|--------------------|----------|--------|----------|--------|--------|--------|--------|--------|
|                                                                                                        |   | **Three Months Ended June 30,** |   | **Six Months Ended June 30,** |               |
|                                                                                                        |   |                                 |   |                               |               |
|                                                                                                        |   | **2008**                        |   | **2007**                      |               | **2008** |   | **2007** |   |
|                                                                                                        |   |                                 |   |                               |               |          |   |          |   |
|                                                                                                        |   |                            |   |                          | **(in thousands)** |     |   |     |   |
| Basic weighted average shares outstanding                                                                   |   |                            | 20,456 |                          |               | 20,339   |   |     | 20,408 |   |   | 20,330 |   |
| Weighted average shares issuable upon exercise of outstanding stock options and vesting of restricted stock |   |                            | 738    |                          |               | 621      |   |     | 673    |   |   | 584    |   |
|                                                                                                        |   |                                 |        |                          |                    |          |   |          |        |   |        |        |   |
| Diluted weighted average shares outstanding                                                                 |   |                            | 21,194 |                          |               | 20,960   |   |     | 21,081 |   |   | 20,914 |   |
|                                                                                                        |   |                                 |        |                          |                    |          |   |          |        |   |        |        |   |

***          h. Stock-Based Compensation***

          The Company accounts for awards of stock options and nonvested restricted stock according to the provisions of SFAS No. 123R, *Share-Based Payment*. Total stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three month and six month periods ended June 30, 2008 and 2007 is shown in the following table.            No compensation cost was capitalized during the periods shown.

|                                          |   |                            |   |                          |               |     |   |     |   |   |   |   |   |
|-----------------------------------------------|--------|---------------------------------|--------|-------------------------------|--------------------|----------|--------|----------|--------|--------|--------|--------|--------|
|                                          |   | **Three Months Ended June 30,** |   | **Six Months Ended June 30,** |               |
|                                          |   |                                 |   |                               |               |
|                                          |   | **2008**                        |   | **2007**                      |               | **2008** |   | **2007** |   |
|                                          |   |                                 |   |                               |               |          |   |          |   |
|                                          |   |                            |   |                          | **(in thousands)** |     |   |     |   |
| Stock option compensation expense related to: |   |                            |   |                          |               |     |   |     |   |   |   |   |   |
| Nonvested restricted stock                    |   | $                               | 1,964  |                          | $                  | 581      |   | $        | 2,678  |   | $      | 935    |   |
| Stock options                                 |   |                            | 357    |                          |               | 176      |   |     | 541    |   |   | 324    |   |
|                                          |   |                                 |        |                          |                    |          |   |          |        |   |        |        |   |
| Total                                         |   | $                               | 2,321  |                          | $                  | 757      |   | $        | 3,219  |   | $      | 1,259  |   |
|                                          |   |                                 |        |                          |                    |          |   |          |        |   |        |        |   |
|                                          |   |                            |   |                          |               |     |   |     |   |   |   |   |   |
| Total related tax benefit                     |   | $                               | 716    |                          | $                  | 211      |   | $        | 976    |   | $      | 340    |   |

***          i. Comprehensive Income***

          The following table summarizes the Company’s comprehensive income for the three month and six month periods ended June 30, 2008 and 2007:

|                                                                      |   |                            |   |                          |               |     |   |     |   |   |   |   |   |
|---------------------------------------------------------------------------|--------|---------------------------------|--------|-------------------------------|--------------------|----------|--------|----------|--------|--------|--------|--------|--------|
|                                                                      |   | **Three Months Ended June 30,** |   | **Six Months Ended June 30,** |               |
|                                                                      |   |                                 |   |                               |               |
|                                                                      |   | **2008**                        |   | **2007**                      |               | **2008** |   | **2007** |   |
|                                                                      |   |                                 |   |                               |               |          |   |          |   |
|                                                                      |   |                            |   |                          | **(in thousands)** |     |   |     |   |
| Net income                                                                |   | $                               | 6,432  |                          | $                  | 10,203   |   | $        | 17,284 |   | $      | 20,276 |   |
| Reclassification adjustment for net realized losses recorded into income  |   |                            | 2,012  |                          |               | 8        |   |     | 2,129  |   |   | 60     |   |
| Tax benefit related to reclassification adjustment                        |   |                            | (636   | )                             |               | (3       | )      |     | (677   | )      |   | (21    | )      |
| Increase in unrealized losses on investment securities available for sale |   |                            | (7,810 | )                             |               | (6,671   | )      |     | (9,523 | )      |   | (6,513 | )      |
| Tax benefit related to unrealized losses                                  |   |                            | 2,733  |                          |               | 2,336    |   |     | 3,333  |   |   | 2,280  |   |
|                                                                      |   |                                 |        |                          |                    |          |   |          |        |   |        |        |   |
| Total comprehensive income                                                |   | $                               | 2,731  |                          | $                  | 5,873    |   | $        | 12,546 |   | $      | 16,082 |   |
|                                                                      |   |                                 |        |                          |                    |          |   |          |        |   |        |        |   |

***          j. Recently Issued Accounting Pronouncements***

          In September 2006, the FASB issued SFAS No. 157, *Fair Value Measurements*, which defines fair value and establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The provisions for SFAS No. 157 are effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The            Company adopted the provisions of SFAS No. 157 as of January 1, 2008, which did not have a material effect on its consolidated financial condition or results of operations.

          In February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115*, which permits entities to choose to measure many financial instruments and certain other items at fair value in order to mitigate volatility in reported earnings caused by measuring related            assets and liabilities differently and without having to apply complex hedge accounting provisions. The provisions for SFAS No. 159 are effective for fiscal years beginning after November 15, 2007, and

- 8 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

interim periods within those fiscal years. The Company adopted the provisions of SFAS No. 159 as of January 1, 2008, which did not have a material effect on its consolidated financial condition or results of operations.

**3. Investments**

          The consolidated cost or amortized cost, gross unrealized gains and losses, and estimated fair value of investment securities available-for-sale at June 30, 2008 are as follows:

|                                             |   |                                                                     |    |                                                                     |               |                                                                      |   |                                            |   |   |   |    |   |
|--------------------------------------------------|--------|--------------------------------------------------------------------------|---------|--------------------------------------------------------------------------|--------------------|---------------------------------------------------------------------------|--------|-------------------------------------------------|--------|--------|--------|---------|--------|
|                                             |   | **Cost or                        Amortized                        Cost** |    | **Gross                        Unrealized                        Gains** |               | **Gross                        Unrealized                        Losses** |   | **Estimated                        Fair Value** |   |
|                                             |   |                                                                          |    |                                                                          |               |                                                                           |   |                                                 |   |
|                                             |   |                                                                     |    |                                                                     | **(in thousands)** |                                                                      |   |                                            |   |
| U.S. Treasury securities                         |   | $                                                                        | 13,554  |                                                                     | $                  | 219                                                                       |   | $                                               | (5     | )      | $      | 13,768  |   |
| Government sponsored agency securities           |   |                                                                     | 19,605  |                                                                     |               | 330                                                                       |   |                                            | (72    | )      |   | 19,863  |   |
| Corporate securities                             |   |                                                                     | 48,002  |                                                                     |               | 295                                                                       |   |                                            | (688   | )      |   | 47,609  |   |
| Tax-exempt municipal securities                  |   |                                                                     | 275,115 |                                                                     |               | 1,011                                                                     |   |                                            | (3,129 | )      |   | 272,997 |   |
| Mortgage pass-through securities                 |   |                                                                     | 78,595  |                                                                     |               | 434                                                                       |   |                                            | (621   | )      |   | 78,408  |   |
| Collateralized mortgage obligations              |   |                                                                     | 2,909   |                                                                     |               | 27                                                                        |   |                                            | (88    | )      |   | 2,848   |   |
| Asset-backed securities                          |   |                                                                     | 54,588  |                                                                     |               | 37                                                                        |   |                                            | (826   | )      |   | 53,799  |   |
|                                             |   |                                                                          |         |                                                                     |                    |                                                                           |   |                                                 |        |   |        |         |   |
| Total fixed income securities available-for-sale |   |                                                                     | 492,368 |                                                                     |               | 2,353                                                                     |   |                                            | (5,429 | )      |   | 489,292 |   |
| Equity securities                                |   |                                                                     | 14,530  |                                                                     |               | —                                                                   |   |                                            | (1,783 | )      |   | 12,747  |   |
| Preferred stock                                  |   |                                                                     | 8,297   |                                                                     |               | —                                                                   |   |                                            | (16    | )      |   | 8,281   |   |
|                                             |   |                                                                          |         |                                                                     |                    |                                                                           |   |                                                 |        |   |        |         |   |
| Total investment securities available-for-sale   |   | $                                                                        | 515,195 |                                                                     | $                  | 2,353                                                                     |   | $                                               | (7,228 | )      | $      | 510,320 |   |
|                                             |   |                                                                          |         |                                                                     |                    |                                                                           |   |                                                 |        |   |        |         |   |

          Equity securities consist of investments in exchange traded funds designed to correspond to the performance of certain indexes based on domestic or international stocks. The Company had no direct investments in individual equity securities at June 30, 2008.The unrealized loss on temporarily impaired investments totaled $7.2 million at June 30, 2008 for investment            securities with a fair value of $288.6 million. Approximately $1.0 million of the total unrealized losses at June 30, 2008 were from securities that had been impaired for more than one year. At June 30, 2008, one security, with a book value of approximately $225,000 and a fair value of approximately $174,000, had an unrealized loss that exceeded 20% of its book value. The following table presents information about investment securities with unrealized losses at June 30,            2008:

|                                       |   |                                            |    |                                                                        |   |                                            |   |                                                                        |    |                                            |   |                                                                        |   |   |    |   |   |   |   |
|--------------------------------------------|--------|-------------------------------------------------|---------|-----------------------------------------------------------------------------|--------|-------------------------------------------------|--------|-----------------------------------------------------------------------------|---------|-------------------------------------------------|--------|-----------------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|--------|
|                                       |   | **Less Than 12 Months**                         |    | **12 Months or More**                                                       |   | **Total**                                       |   |
|                                       |   |                                                 |    |                                                                             |   |                                                 |   |
| **Investment Category**                    |   | **Aggregate                        Fair Value** |    | **Aggregate                        Unrealized                        Loss** |   | **Aggregate                        Fair Value** |   | **Aggregate                        Unrealized                        Loss** |    | **Aggregate                        Fair Value** |   | **Aggregate                        Unrealized                        Loss** |   |
|                                            |   |                                                 |    |                                                                             |   |                                                 |   |                                                                             |    |                                                 |   |                                                                             |   |
|                                       |   |                                            |    |                                                                        |   |                                            |   | **(in thousands)**                                                          |    |                                            |   |                                                                        |   |   |    |
| Fixed income securities:                   |   |                                            |    |                                                                        |   |                                            |   |                                                                        |    |                                            |   |                                                                        |   |   |    |   |   |   |   |
| U.S. Treasury securities                   |   | $                                               | 4,084   |                                                                        | $      | (5                                              | )      | $                                                                           | — |                                            | $      | —                                                                     |   | $      | 4,084   |   | $      | (5     | )      |
| Government sponsored agency securities (1) |   |                                            | 2,054   |                                                                        |   | (72                                             | )      |                                                                        | — |                                            |   | —                                                                     |   |   | 2,054   |   |   | (72    | )      |
| Corporate securities                       |   |                                            | 22,276  |                                                                        |   | (466                                            | )      |                                                                        | 5,093   |                                            |   | (222                                                                        | )      |   | 27,369  |   |   | (688   | )      |
| Tax-exempt municipal securities            |   |                                            | 151,674 |                                                                        |   | (2,646                                          | )      |                                                                        | 11,244  |                                            |   | (483                                                                        | )      |   | 162,918 |   |   | (3,129 | )      |
| Mortgage pass-through securities           |   |                                            | 36,215  |                                                                        |   | (583                                            | )      |                                                                        | 1,103   |                                            |   | (38                                                                         | )      |   | 37,318  |   |   | (621   | )      |
| Collateralized mortgage obligations        |   |                                            | 694     |                                                                        |   | (37                                             | )      |                                                                        | 210     |                                            |   | (51                                                                         | )      |   | 904     |   |   | (88    | )      |
| Asset-backed securities                    |   |                                            | 35,149  |                                                                        |   | (604                                            | )      |                                                                        | 5,829   |                                            |   | (222                                                                        | )      |   | 40,978  |   |   | (826   | )      |
|                                       |   |                                                 |         |                                                                        |        |                                                 |   |                                                                             |         |                                            |        |                                                                             |   |        |         |   |        |        |   |
| Total fixed income securities              |   |                                            | 252,146 |                                                                        |   | (4,413                                          | )      |                                                                        | 23,479  |                                            |   | (1,016                                                                      | )      |   | 275,625 |   |   | (5,429 | )      |
| Equity securities                          |   |                                            | 12,747  |                                                                        |   | (1,783                                          | )      |                                                                        | — |                                            |   | —                                                                     |   |   | 12,747  |   |   | (1,783 | )      |
| Preferred stock                            |   |                                            | 232     |                                                                        |   | (16                                             | )      |                                                                        | — |                                            |   | —                                                                     |   |   | 232     |   |   | (16    | )      |
|                                       |   |                                                 |         |                                                                        |        |                                                 |   |                                                                             |         |                                            |        |                                                                             |   |        |         |   |        |        |   |
| Total                                      |   | $                                               | 265,125 |                                                                        | $      | (6,212                                          | )      | $                                                                           | 23,479  |                                            | $      | (1,016                                                                      | )      | $      | 288,604 |   | $      | (7,228 | )      |
|                                       |   |                                                 |         |                                                                        |        |                                                 |   |                                                                             |         |                                            |        |                                                                             |   |        |         |   |        |        |   |

|   |                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------|
|        |
| (1)    | Government sponsored agency securities are not backed by the full faith and credit of the U.S. Government. |

          The Company regularly reviews its investment portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of investments. A number of criteria are considered during

- 9 -

----

**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

this process including, but not limited to, the following: the current fair value as compared to amortized cost or cost, as appropriate, of the security; the length of time the security’s fair value has been below amortized cost; the Company’s intent and ability to retain the investment for a period of time sufficient to allow for an anticipated recovery in value; specific credit issues related to the issuer; and            current economic conditions. In general, the Company focuses on those securities whose fair values were less than 80% of their amortized cost or cost, as appropriate, for six or more consecutive months. Other-than-temporary impairment losses result in a permanent reduction of the carrying amount of the underlying investment. Significant changes in the factors considered when evaluating investments for impairment losses could result in a significant change in impairment losses            reported in the unaudited financial statements.

          The Company evaluated investment securities with fair values less than amortized cost at June 30, 2008 and determined that six of the Company’s preferred stock investments met the criteria for other-than-temporary impairment. These securities, with a total book value at June 30, 2008 of $10.0 million and a fair value of $8.1 million, are government-sponsored            agency fixed and variable preferred stock with greater volatility and limited upside in the current market environment. Therefore, we recorded an impairment loss of $1.9 million on these securities in the quarter ended June 30, 2008. No other-than-temporary impairment losses were recorded in the three months ended March 31, 2008 or in the six months ended June 30, 2007.

          The Company had no direct sub-prime mortgage exposure in its investment portfolio as of June 30, 2008 and approximately $1.4 million of indirect exposure to sub-prime mortgages. The average credit quality of the Company’s $276.0 million fixed income municipal portfolio at June 30, 2008 was AA/AA– (AA– based on the issuers’ underlying ratings).            Insured municipal bonds totaled $205.4 million and had a weighted average credit rating of AA/AA– (AA– based on the issuers’ underlying ratings). The remaining $70.6 million in uninsured municipal bonds carried a weighted average credit rating of AA/AA–. The Company does not expect a material impact to its investment portfolio or financial position as a result of the problems currently facing monoline bond insurers.

          The amortized cost and estimated fair value of fixed income securities and preferred stock available-for-sale at June 30, 2008, by contractual maturity, are set forth below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

|                                           |   |                                                                     |    |                                            |   |    |   |
|------------------------------------------------|--------|--------------------------------------------------------------------------|---------|-------------------------------------------------|--------|---------|--------|
|                                           |   |                                                                     |    |                                            |   |    |   |
| **Maturity**                                   |   | **Cost or                        Amortized                        Cost** |    | **Estimated                        Fair Value** |   |
|                                                |   |                                                                          |    |                                                 |   |
|                                           |   | **(in thousands)**                                                       |    |
| Due in one year or less                        |   | $                                                                        | 20,414  |                                            | $      | 20,466  |   |
| Due after one year through five years          |   |                                                                     | 132,051 |                                            |   | 132,493 |   |
| Due after five years through ten years         |   |                                                                     | 186,526 |                                            |   | 184,567 |   |
| Due after ten years                            |   |                                                                     | 25,583  |                                            |   | 24,992  |   |
| Securities not due at a single maturity date   |   |                                                                     | 136,091 |                                            |   | 135,055 |   |
|                                           |   |                                                                          |         |                                            |        |         |   |
| Total investment securities available-for-sale |   | $                                                                        | 500,665 |                                            | $      | 497,573 |   |
|                                           |   |                                                                          |         |                                            |        |         |   |

          The consolidated amortized cost of investment securities available-for-sale deposited with various regulatory authorities at June 30, 2008 was $204.0 million.

**4. Premiums**

          Direct premiums written totaled $65.4 million and $65.2 million for the three month periods ended June 30, 2008 and 2007, respectively, and $126.6 million and $123.0 million for the six month periods then ended, respectively.

          Premiums receivable consist of the following at June 30, 2008 and December 31, 2007:

- 10 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

|                            |   |                                     |   |                                         |   |   |   |
|---------------------------------|--------|------------------------------------------|--------|----------------------------------------------|--------|--------|--------|
|                            |   | **June 30,                        2008** |   | **December 31,                        2007** |   |
|                            |   |                                          |   |                                              |   |
|                            |   | **(in thousands)**                       |   |
| Premiums receivable             |   | $                                        | 12,318 |                                         | $      | 10,639 |   |
| Allowance for doubtful accounts |   |                                     | (1,527 | )                                            |   | (1,416 | )      |
|                            |   |                                          |        |                                         |        |        |   |
|                            |   | $                                        | 10,791 |                                         | $      | 9,223  |   |
|                            |   |                                          |        |                                         |        |        |   |

**5. Reinsurance**

***          a. Reinsurance Ceded***

          Under reinsurance agreements, the Company cedes various amounts of risk to nonaffiliated insurance companies for the purpose of limiting the maximum potential loss arising from the underlying insurance risks.

          On October 1, 2007, the Company entered into new reinsurance agreements with nonaffiliated reinsurers wherein it retains the first $1.0 million of each loss occurrence. The new reinsurance program, which is effective through October 1, 2008, provides coverage up to $75.0 million per loss occurrence as follows:

|                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Layer**                                                                                  |   | **General Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| $1.0 million for each loss occurrence in excess of $1.0 million for each loss occurrence   |   | Fully reinsured, subject to an aggregate annual limit of $8.0 million                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| $3.0 million for each loss occurrence in excess of $2.0 million for each loss occurrence   |   | Fully reinsured, subject to an aggregate annual limit of $12.0 million                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| $5.0 million for each loss occurrence in excess of $5.0 million for each loss occurrence   |   | Fully reinsured, subject to an aggregate annual limit of $15.0 million                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| $10.0 million for each loss occurrence in excess of $10.0 million for each loss occurrence |   | Fully reinsured, subject to a limit of $7.5 million maximum for any one loss and an aggregate limit of $20.0 million.                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| $55.0 million for each loss occurrence in excess of $20.0 million for each loss occurrence |   | Fully reinsured in two sub-layers. The first sub-layer affords coverage of up to $30.0 million for each loss occurrence in excess of $20.0 million, subject to an aggregate annual limit of $60.0 million, and the second sub-layer affords coverage up to $25.0 million for each loss occurrence in excess of $50.0 million, subject to an annual aggregate limit of $50.0 million. Both sub-layers are subject to a limit of $5.0                        million maximum for any one loss. |

          The above coverage is subject to various additional limitations and exclusions as more fully described in the reinsurance agreements. The Company also enters into facultative reinsurance agreements to reduce its net retained risk on certain insurance policies it writes.

          As part of the purchase of SBIC, SIH and LMC entered into an adverse development excess of loss reinsurance agreement (the “Agreement”). The Agreement, after taking into account any recoveries from third party reinsurers, calls for LMC to reimburse SBIC 100% of the excess of the actual loss at December 31, 2011 over the initial loss reserves at September 30,            2003. The Agreement also calls for SBIC to reimburse LMC 100% of the excess of the initial loss reserves at September 30, 2003 over the actual loss results at December 31, 2011. The amount of adverse loss development under the Agreement recorded in the accompanying unaudited condensed consolidated balance sheets was $2.5 million at June 30, 2008 and December 31, 2007. Any increase or decrease in the amount receivable from LMC is netted against loss and loss adjustment expense in the            accompanying unaudited condensed consolidated statements of operations.

          As part of the Agreement, LMC placed into trust (the “Trust”) $1.6 million, equal to 10% of the balance sheet reserves of SBIC at the date of sale. Thereafter, the Trust shall be adjusted each quarter, if warranted, to an amount

- 11 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

equal to the greater of (a) $1.6 million or (b) 102% of LMC’s obligations under the Agreement. The balance of the Trust, including accumulated interest, was $2.7 million at June 30, 2008 and $3.5 million at December 31, 2007.

***          b. Reinsurance Assumed***

          The Company involuntarily assumes residual market business either directly from various states that operate their own residual market programs or indirectly from the National Council for Compensation Insurance (the “NCCI”), which operates residual market programs on behalf of some states. The states in which the Company assumed residual market business at            June 30, 2008 include the following: Alabama, Alaska, Arizona, Arkansas, Connecticut, Delaware, District of Columbia, Iowa, Georgia, Idaho, Illinois, Indiana, Kansas, Massachusetts, Michigan, Mississippi, Nevada, New Jersey, New Mexico, Oregon, South Carolina, South Dakota, and Virginia.

*          **c. Reinsurance Recoverables and Income Statement Effects***

          Balances affected by reinsurance transactions are reported gross of reinsurance in the accompanying unaudited condensed consolidated balance sheets. Reinsurance recoverables are comprised of the following amounts at June 30, 2008 and December 31, 2007:

|                                                                 |   |                                     |   |                                         |   |   |   |
|----------------------------------------------------------------------|--------|------------------------------------------|--------|----------------------------------------------|--------|--------|--------|
|                                                                 |   | **June 30,                        2008** |   | **December 31,                        2007** |   |
|                                                                 |   |                                          |   |                                              |   |
|                                                                 |   | **(in thousands)**                       |   |
| Reinsurance recoverables on unpaid loss and loss adjustment expenses |   | $                                        | 15,534 |                                         | $      | 14,034 |   |
| Reinsurance recoverables on paid losses                              |   |                                     | 184    |                                         |   | 176    |   |
|                                                                 |   |                                          |        |                                         |        |        |   |
| Total reinsurance recoverables                                       |   | $                                        | 15,718 |                                         | $      | 14,210 |   |
|                                                                 |   |                                          |        |                                         |        |        |   |

          The effects of reinsurance are as follows for the three month and six month periods ended June 30, 2008 and 2007:

|                                         |   |                            |   |                          |   |     |   |     |   |   |   |   |   |
|----------------------------------------------|--------|---------------------------------|--------|-------------------------------|--------|----------|--------|----------|--------|--------|--------|--------|--------|
|                                         |   | **Three Months Ended June 30,** |   | **Six Months Ended June 30,** |   |
|                                         |   |                                 |   |                               |   |
|                                         |   | **2008**                        |   | **2007**                      |   | **2008** |   | **2007** |   |
|                                         |   |                                 |   |                               |   |          |   |          |   |
|                                         |   | **(in thousands)**              |   |
| Reinsurance assumed:                         |   |                            |   |                          |   |     |   |     |   |   |   |   |   |
| Written premiums                             |   | $                               | 829    |                          | $      | 2,343    |   | $        | 3,244  |   | $      | 4,452  |   |
| Earned premiums                              |   |                            | 1,287  |                          |   | 2,182    |   |     | 3,900  |   |   | 4,190  |   |
| Losses and loss adjustment expenses incurred |   |                            | 608    |                          |   | 1,375    |   |     | 2,414  |   |   | 2,644  |   |
| Commission expenses incurred                 |   |                            | 1,187  |                          |   | 772      |   |     | 2,222  |   |   | 1,539  |   |
|                                         |   |                            |   |                          |   |     |   |     |   |   |   |   |   |
| Reinsurance ceded:                           |   |                            |   |                          |   |     |   |     |   |   |   |   |   |
| Written premiums                             |   | $                               | 3,248  |                          | $      | 3,914    |   | $        | 6,472  |   | $      | 7,580  |   |
| Earned premiums                              |   |                            | 3,170  |                          |   | 3,859    |   |     | 6,484  |   |   | 7,468  |   |
| Losses and loss adjustment expenses incurred |   |                            | 2,055  |                          |   | 706      |   |     | 2,497  |   |   | (139   | )      |
| Commission expenses incurred                 |   |                            | 528    |                          |   | 315      |   |     | 880    |   |   | 565    |   |
|                                         |   |                            |   |                          |   |     |   |     |   |   |   |   |   |

- 12 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

**6. Unpaid Loss and Loss Adjustment Expenses**

          The following table summarizes the activity in unpaid loss and loss adjustment expense for the three month and six month periods ended June 30, 2008 and 2007:

|                                                                     |   |                            |    |                          |   |     |   |     |    |   |   |    |   |
|--------------------------------------------------------------------------|--------|---------------------------------|---------|-------------------------------|--------|----------|--------|----------|---------|--------|--------|---------|--------|
|                                                                     |   | **Three Months Ended June 30,** |    | **Six Months Ended June 30,** |   |
|                                                                     |   |                                 |    |                               |   |
|                                                                     |   | **2008**                        |    | **2007**                      |   | **2008** |   | **2007** |    |
|                                                                     |   |                                 |    |                               |   |          |   |          |    |
|                                                                     |   | **(in thousands)**              |    |
| Beginning balance:                                                       |   |                            |    |                          |   |     |   |     |    |   |   |    |   |
| Unpaid loss and loss adjustment expense                                  |   | $                               | 255,095 |                          | $      | 206,463  |   | $        | 250,085 |   | $      | 198,356 |   |
| Reinsurance recoverables                                                 |   |                            | (13,786 | )                             |   | (12,252  | )      |     | (14,034 | )      |   | (13,504 | )      |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |
| Net                                                                      |   |                            | 241,309 |                          |   | 194,211  |   |     | 236,051 |   |   | 184,852 |   |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |
| Incurred related to:                                                     |   |                            |    |                          |   |     |   |     |    |   |   |    |   |
| Current period                                                           |   |                            | 40,101  |                          |   | 36,804   |   |     | 78,421  |   |   | 69,913  |   |
| Prior periods                                                            |   |                            | (7,945  | )                             |   | (7,792   | )      |     | (15,856 | )      |   | (14,983 | )      |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |
| Total incurred                                                           |   |                            | 32,156  |                          |   | 29,012   |   |     | 62,565  |   |   | 54,930  |   |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |
| Paid related to:                                                         |   |                            |    |                          |   |     |   |     |    |   |   |    |   |
| Current period                                                           |   |                            | (10,349 | )                             |   | (8,153   | )      |     | (16,544 | )      |   | (12,641 | )      |
| Prior periods                                                            |   |                            | (14,942 | )                             |   | (9,039   | )      |     | (33,898 | )      |   | (21,110 | )      |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |
| Total paid                                                               |   |                            | (25,291 | )                             |   | (17,192  | )      |     | (50,442 | )      |   | (33,751 | )      |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |
| Unpaid loss and loss adjustment expense, net of reinsurance recoverables |   |                            | 248,174 |                          |   | 206,031  |   |     | 248,174 |   |   | 206,031 |   |
| Reinsurance recoverables                                                 |   |                            | 15,534  |                          |   | 12,648   |   |     | 15,534  |   |   | 12,648  |   |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |
| Unpaid loss and loss adjustment expense                                  |   | $                               | 263,708 |                          | $      | 218,679  |   | $        | 263,708 |   | $      | 218,679 |   |
|                                                                     |   |                                 |         |                          |        |          |   |          |         |   |        |         |   |

          Loss and loss adjustment expenses are net of the release of loss reserves totaling approximately $7.9 million and $15.9 million in the three month and six month periods ended June 30, 2008, respectively, compared to $7.8 million and $15.0 million for the same periods in 2007. The majority of these reserve releases relate to the Company’s California book of            business and reflect a continuation of lower than anticipated patterns of loss payments in recent accident years as a result of reform legislation enacted there primarily in 2003 and 2004.

**7. Surplus Notes**

          In a private placement on May 26, 2004, SBIC issued $12.0 million in subordinated floating rate surplus notes due in 2034. Interest, paid quarterly in arrears, is calculated at the beginning of the interest payment period using the 3-month LIBOR rate plus 400 basis points, subject to certain limitations. Interest expense totaled $210,000 and $461,000 for the            three month and six month periods ended June 30, 2008, respectively, and $284,000 and $565,000 for the three month and six month periods ended June 30, 2007, respectively.

          The notes are redeemable prior to 2034 by the Company, in whole or in part, from time to time, on or after May 24, 2009 on an interest payment date or at any time prior to May 24, 2009, in whole but not in part, upon the occurrence and continuation of a tax event as defined in the agreement. The Company may not exercise its option to redeem with respect to a            tax event unless it pays a premium in addition to the redemption price.

**8. Contingencies**

**          a.** SBIC is subject to guaranty fund and other assessments by the states in which it writes business. Guaranty fund assessments are accrued at the time premiums are written. Other assessments are accrued either at the time of assessment or in the case of premium-based assessments, at the time the premiums are written, or in the case of loss-based assessments, at            the time the losses are incurred. As of June 30, 2008, SBIC had a liability for guaranty fund and other assessments of $3.4 million and a guaranty fund receivable of $2.8 million. These amounts represent management’s best estimate based on information received from the states in which it writes business and may change due to many factors, including the Company’s share of the ultimate cost of current and future insolvencies. The majority of assessments are paid out in the            year following the year in which the premium is written or the losses are paid. Guaranty fund receivables and other surcharge items are generally realized by a charge to new and renewing policyholders in the year following the year in which the related assessments were paid.

- 13 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

**          b.** The Company is involved in various claims and lawsuits arising in the ordinary course of business. Management believes the outcome of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

**9. Share-Based Payment Arrangements**

          At June 30, 2008, the Company had outstanding stock options and nonvested restricted stock granted according to the terms of two equity incentive plans. The stockholders and Board of Directors approved the 2003 Stock Option Plan (the “2003 Plan”) in September 2003, and amended and restated the 2003 Plan in February 2004 and April 2007, and approved the 2005            Long-Term Equity Incentive Plan (the “2005 Plan” and, together with the 2003 Plan, the “Stock Option Plans”) in December 2004, and amended and restated the 2005 Plan in April 2007.

          As of June 30, 2008, options to purchase 434,953 shares of common stock were outstanding under the 2003 Plan, and no additional shares were reserved for issuance under the 2003 Plan. As of June 30, 2008, 745,180 shares of nonvested restricted stock were outstanding under the 2005 Plan, options to purchase 752,197 shares of common stock were outstanding under the 2005            Plan and 588,569 shares were reserved for issuance under the 2005 Plan.

***  a. Stock Options***

          The fair values of stock options granted during the three month and six month periods ended June 30, 2008 and 2007 were determined on the dates of grant using the Black-Scholes-Merton (“Black-Scholes”) option valuation model with the following weighted average assumptions:

|                            |   |                            |    |                          |   |     |   |     |    |   |   |    |   |
|---------------------------------|--------|---------------------------------|---------|-------------------------------|--------|----------|--------|----------|---------|--------|--------|---------|--------|
|                            |   | **Three Months Ended June 30,** |    | **Six Months Ended June 30,** |   |
|                            |   |                                 |    |                               |   |
|                            |   | **2008**                        |    | **2007**                      |   | **2008** |   | **2007** |    |
|                            |   |                                 |    |                               |   |          |   |          |    |
| Expected term (years)           |   |                            | 6.3     |                          |   | 6.3      |   |     | 6.3     |   |   | 6.3     |   |
| Expected stock price volatility |   |                            | 29.37   | %                             |   | 26.1     | %      |     | 29.43   | %      |   | 26.2    | %      |
| Risk-free interest rate         |   |                            | 3.11    | %                             |   | 4.62     | %      |     | 3.00    | %      |   | 4.58    | %      |
| Expected dividend yield         |   |                            | — |                          |   | —  |   |     | — |   |   | — |   |
|                            |   |                            |    |                          |   |     |   |     |    |   |   |    |   |
| Estimated fair value per option |   | $                               | 5.20    |                          | $      | 6.84     |   | $        | 5.19    |   | $      | 6.76    |   |

          The following table summarizes stock option activity for the quarter ended June 30, 2008:

|                             |   |                                                                        |      |                                                                                                                 |   |                                                                                                                                                    |   |                                                                                                              |    |   |   |    |   |
|----------------------------------|--------|-----------------------------------------------------------------------------|-----------|----------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------|---------|--------|--------|---------|--------|
|                             |   | **Shares                        Subject to                        Options** |      | **Weighted                        Average Exer-                        cise Price                        per Share** |   | **Weighted                        Average Re-                        maining Con-                        tractual Life                        (years)** |   | **Aggregate                        Intrinsic                        Value                        (in thousands)** |    |
|                             |   |                                                                             |      |                                                                                                                      |   |                                                                                                                                                         |   |                                                                                                                   |    |
| Outstanding at December 31, 2007 |   |                                                                        | 1,015,321 |                                                                                                                 | $      | 10.70                                                                                                                                                   |   |                                                                                                              | 7.0     |   | $      | 4,450   |   |
| Granted                          |   |                                                                        | 190,566   |                                                                                                                 |   | 14.58                                                                                                                                                   |   |                                                                                                              | — |   |   | — |   |
| Forfeited                        |   |                                                                        | —   |                                                                                                                 |   | —                                                                                                                                                 |   |                                                                                                              | — |   |   | — |   |
| Exercised                        |   |                                                                        | (18,737   | )                                                                                                                    |   | 6.94                                                                                                                                                    |   |                                                                                                              | — |   |   | — |   |
| Cancelled                        |   |                                                                        | —   |                                                                                                                 |   | —                                                                                                                                                 |   |                                                                                                              | — |   |   | — |   |
|                             |   |                                                                             |           |                                                                                                                 |   |                                                                                                                                                    |   |                                                                                                              |    |   |   |    |   |
| Outstanding at June 30, 2008     |   |                                                                        | 1,187,150 |                                                                                                                 |   | 11.38                                                                                                                                                   |   |                                                                                                              | 7.0     |   |   | 3,681   |   |
|                             |   |                                                                             |           |                                                                                                                 |   |                                                                                                                                                    |   |                                                                                                              |    |   |   |    |   |
|                             |   |                                                                        |      |                                                                                                                 |   |                                                                                                                                                    |   |                                                                                                              |    |   |   |    |   |
| Exercisable at June 30, 2008     |   |                                                                        | 747,892   |                                                                                                                 |   | 9.17                                                                                                                                                    |   |                                                                                                              | 6.1     |   |   | 3,972   |   |

          The aggregate intrinsic values in the table above are before applicable income taxes and are based on the Company’s closing stock price of $14.48 on June 30, 2008. Proceeds from the exercise of stock options totaled approximately $130,000 for the six months ended June 30, 2008. The total intrinsic value of stock options exercised during the six months ended June            30, 2008 was approximately $126,000.

          The following table presents additional information regarding options outstanding as of June 30, 2008:

- 14 -

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

|                                                |             |                                          |                    |                                                                                                                                                 |                    |                                                                               |   |                                          |   |                                                                               |   |   |   |
|-----------------------------------------------------|------------------|-----------------------------------------------|-------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|------------------------------------------------------------------------------------|--------|-----------------------------------------------|--------|------------------------------------------------------------------------------------|--------|--------|--------|
|                                                |             |                                          | **Options Outstanding** |                                                                                                                                                 | **Options Exercisable** |
|                                                |             |                                          |                         |                                                                                                                                                 |                         |
| **Range of                        Exercise Prices** |             | **Number                        Outstanding** |                    | **Weighted-                        Average                        Remaining                        Contractual                        Life (years)** |                    | **Weighted-                        Average                        Exercise Price** |   | **Number                        Outstanding** |   | **Weighted-                        Average                        Exercise Price** |
|                                                     |             |                                               |                    |                                                                                                                                                      |                    |                                                                                    |   |                                               |   |                                                                                    |
|                                                |
| $                                                   |   6.54 |                                          | 434,953                 |                                                                                                                                                 | 5.3                     |                                                                               | $      | 6.54                                          |   | 432,084                                                                            |   | $      | 6.54   |
|                                                | 10.50-12.54      |                                          | 297,181                 |                                                                                                                                                 | 6.6                     |                                                                               |   | 10.61                                         |   | 221,534                                                                            |   |   | 10.63  |
|                                                | 14.20-15.96      |                                          | 186,400                 |                                                                                                                                                 | 9.6                     |                                                                               |   | 14.59                                         |   | 5,875                                                                              |   |   | 15.64  |
|                                                | 17.16-18.68      |                                          | 268,616                 |                                                                                                                                                 | 8.5                     |                                                                               |   | 17.84                                         |   | 88,399                                                                             |   |   | 17.94  |
|                                                |             |                                               |                         |                                                                                                                                                 |                    |                                                                               |   |                                          |   |                                                                                    |   |   |   |
|                                                |             |                                          | 1,187,150               |                                                                                                                                                 | 7.0                     |                                                                               |   | 11.38                                         |   | 747,892                                                                            |   |   | 9.17   |
|                                                |             |                                               |                         |                                                                                                                                                 |                    |                                                                               |   |                                          |   |                                                                                    |   |   |   |

          ***b. Restricted Stock***

          The following table summarizes restricted stock activity for the six months ended June 30, 2008:

|                             |   |                                        |     |                                                                                                            |   |    |   |
|----------------------------------|--------|---------------------------------------------|----------|-----------------------------------------------------------------------------------------------------------------|--------|---------|--------|
|                             |   | **Number of                        Shares** |     | **Weighted                        Average                        Grant Date                        Fair Value** |   |
|                             |   |                                             |     |                                                                                                                 |   |
| Outstanding at December 31, 2007 |   |                                        | 473,880  |                                                                                                            | $      | 17.80   |   |
| Granted                          |   |                                        | 374,200  |                                                                                                            |   | 14.58   |   |
| Vested                           |   |                                        | (102,900 | )                                                                                                               |   | 16.47   |   |
| Forfeited                        |   |                                        | —  |                                                                                                            |   | — |   |
|                             |   |                                             |          |                                                                                                            |   |    |   |
| Outstanding at June 30, 2008     |   |                                        | 745,180  |                                                                                                            |   | 16.37   |   |
|                             |   |                                             |          |                                                                                                            |   |    |   |

          As of June 30, 2008, there was $7.4 million of total unrecognized compensation cost related to nonvested restricted stock granted under the 2005 Plan. That cost is expected to be recognized over a weighted-average period of 26.9 months.

**10. Fair Values of Assets and Liabilities**

          In accordance with SFAS 157, we group our financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 includes U.S. Treasury securities and equity securities that are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | • | Level 2– Valuations for assets and liabilities traded in less active dealer or broker markets. Level 2 valuations are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 2 includes government sponsored                        agency securities, corporate fixed-income securities, municipal bonds, other collateralized obligations and preferred stocks. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | • | Level 3– Valuations for assets and liabilities that are derived from other valuation methodologies, including discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. As of June 30, 2008, the Company has no                        Level 3 financial assets or financial liabilities.                                                                            |

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**SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**

          The table below presents the June 30, 2008 balances of assets and liabilities measured at fair value on a recurring basis.

|                    |   |               |    |        |   |        |   |        |    |   |   |    |   |
|-------------------------|--------|--------------------|---------|-------------|--------|-------------|--------|-------------|---------|--------|--------|---------|--------|
|                    |   | **Total**          |    | **Level 1** |   | **Level 2** |   | **Level 3** |    |
|                    |   |                    |    |             |   |             |   |             |    |
|                    |   | **(in thousands)** |
| Fixed income securities |   | $                  | 489,292 |        | $      | 13,768      |   | $           | 475,524 |   | $      | — |   |
| Equity securities       |   |               | 12,747  |        |   | 12,747      |   |        | — |   |   | — |   |
| Preferred stock         |   |               | 8,281   |        |   | —     |   |        | 8,281   |   |   | — |   |
|                    |   |                    |         |        |        |             |   |             |         |   |        |         |   |
| Total                   |   | $                  | 510,320 |        | $      | 26,515      |   | $           | 483,805 |   | $      | — |   |
|                    |   |                    |         |        |        |             |   |             |         |   |        |         |   |

          Also, we may be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from write-downs of individual assets. None of these assets were measured to fair value during the first and second quarter of 2008.

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**Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations**

**Cautionary Statement**

          You should read the following discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included in Item 1 of Part I of this quarterly report. The information contained in this quarterly report is not a complete description of our business or the risks associated with an investment in our common            stock. We urge you to carefully review and consider the various disclosures made by us in this quarterly report and in our other reports filed with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 17, 2008.

          The discussion under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007, as updated by the discussion in Part II, Item 1A of our quarterly report on Form 10-Q for the quarter ended March 31, 2008 and similar discussions in our other SEC filings, describe some of the important risk factors that may affect our            business, results of operations and financial condition. You should carefully consider those risks, in addition to the other information in this report and in our other filings with the SEC, before deciding to purchase, hold or sell our common stock.

          Some of the statements in this Item 2 and elsewhere in this quarterly report may include forward-looking statements that reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the insurance sector in general. Statements that include the words            “expect,” “intend,” “plan,” “believe,” “project,” “estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.

          All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include but are not limited to the following:

|   |   |                                                                                                                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | ineffectiveness or obsolescence of our business strategy due to changes in current or future market conditions;                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                              |
|   | • | increased competition on the basis of pricing, capacity, coverage terms or other factors;                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                              |
|   | • | greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices anticipate based on historical experience or industry data; |
|   |   |                                                                                                                                                                                                                                              |
|   | • | the effects of acts of terrorism or war;                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                              |
|   | • | developments in financial and capital markets that adversely affect the performance of our investments;                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                              |
|   | • | changes in regulations or laws applicable to us, our subsidiaries, brokers or customers;                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                              |
|   | • | our dependency on a concentrated geographic market;                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                              |
|   | • | changes in the availability, cost or quality of reinsurance and failure of our reinsurers to pay claims timely or at all;                                                                                                                         |
|   |   |                                                                                                                                                                                                                                              |
|   | • | decreased demand for our insurance products;                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                              |
|   | • | loss of the services of any of our executive officers or other key personnel;                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                              |
|   | • | the effects of mergers, acquisitions and divestitures that we may undertake;                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                              |
|   | • | changes in rating agency policies or practices;                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                              |
|   | • | changes in legal theories of liability under our insurance policies;                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                              |
|   | • | changes in accounting policies or practices; and                                                                                                                                                                                                  |

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|   |   |                                                                           |
|--------|--------|--------------------------------------------------------------------------------|
|   | • | changes in general economic conditions, including inflation and other factors. |

          The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this quarterly report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

          If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we project. Any forward-looking statements you read in this quarterly report reflect our views as of the date of this quarterly report with respect to future events and are subject to these and other            risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. Before making an investment decision, you should carefully consider all of the factors identified in this quarterly report that could cause actual results to differ.

          Additional information concerning these and other factors is contained in our SEC filings, including, but not limited to, our 2007 Annual Report on Form 10-K.

**Overview**

          We are primarily a specialty provider of multi-jurisdictional workers’ compensation insurance. We are domiciled in Illinois, commercially domiciled in California and headquartered in Seattle, Washington. We are licensed in 48 states and the District of Columbia to write workers’ compensation and other lines of insurance. Traditional providers of            workers’ compensation insurance provide coverage to employers under one or more state workers’ compensation laws, which prescribe benefits that employers are obligated to provide to their employees who are injured arising out of or in the course of employment. We focus on employers with complex workers’ compensation exposures and provide coverage under multiple state and federal acts, applicable common law or negotiated agreements. We also provide traditional state            act coverage in markets we believe are underserved. Our workers’ compensation policies are issued to employers who also pay the premiums. The policies provide payments to covered, injured employees of the policyholder for, among other things, temporary or permanent disability benefits, death benefits and medical and hospital expenses. The benefits payable and the duration of such benefits are set by statute and vary by jurisdiction and with the nature and severity of the            injury or disease and the wages, occupation and age of the employee.

          SIH was formed in 2003 by members of our current management and entities affiliated with Summit Partners, a leading private equity and venture capital firm, for the purpose of the Acquisition. In the Acquisition, we acquired from LMC and certain of its affiliates the renewal rights and substantially all of the operating assets and employees of Eagle. Eagle began writing            specialty workers’ compensation insurance policies in the mid-1980’s. The Acquisition gave us renewal rights to an existing portfolio of business, representing a valuable asset given the renewal nature of our business, and a fully operational infrastructure that would have taken many years to develop. These renewal rights gave us access to Eagle’s customer lists and the right to seek to renew Eagle’s continuing in-force insurance contracts.

          In the Acquisition, we also acquired 100% of the issued and outstanding capital stock of KEIC and PointSure. We acquired KEIC, a shell company with no in-force policies or employees, solely for the purpose of acquiring its workers’ compensation licenses in 43 states and the District of Columbia and for its certification with the United States Department of Labor.            Subsequent to the Acquisition, KEIC was renamed “SeaBright Insurance Company.” SeaBright Insurance Company received an “A–” (Excellent) rating from A.M. Best following the completion of the Acquisition.

          To minimize our exposure to any past business underwritten by KEIC, we entered into an adverse development cover agreement in connection with the Acquisition. Under the terms of this agreement, we and LMC are required to indemnify each other with respect to the development of KEIC’s insurance liabilities as they existed at the date of the Acquisition. Accordingly,            if KEIC’s insurance liabilities increase, LMC must indemnify us in the amount of the increase. If KEIC’s insurance liabilities decrease, we must share with LMC the positive development of those reserves. To support LMC’s obligations under the adverse development cover, LMC funded a trust account at the time of the Acquisition in the amount of $1.6 million as collateral for LMC’s potential future obligations to us under the adverse development cover. The            minimum amount that must be maintained in the trust account is equal to the greater of (a) $1.6 million or (b) 102% of the then existing quarterly estimate of LMC’s total obligations under the adverse development cover. The amount on deposit in the trust account was approximately $2.7 million at June 30, 2008 and $3.5 million at December 31, 2007. If LMC is placed into receivership and the amount held in the

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collateralized reinsurance trust is inadequate to satisfy the obligations of LMC to us under the adverse development cover, it is unlikely that we would recover any future amounts owing by LMC to us.

**Principal Revenue and Expense Items**

          We derive our revenue primarily from premiums earned, net investment income and net realized gains and losses from investments, the operations of our non-insurance subsidiaries and service income.

***          Premiums Earned***

          Gross premiums written include all premiums billed and unbilled by an insurance company during a specified policy period. Premiums are earned over the terms of the related policies. At the end of each accounting period, the portions of premiums that are not yet earned are included in unearned premiums and are realized as revenue in subsequent periods over the remaining            terms of the policies. Our policies typically have terms of 12 months. Thus, for example, for a policy that is written on July 1, 2008, one-half of the premiums would be earned in 2008 and the other half would be earned in 2009.

          Premiums earned is the earned portion of our net premiums written. Net premiums written is the difference between gross premiums written and premiums ceded or paid to reinsurers (ceded premiums written). Our gross premiums written is the sum of both direct premiums and assumed premiums before the effect of ceded reinsurance. Assumed premiums are premiums that we have            received from an authorized state-mandated pool.

          We earn our direct premiums written from our maritime, alternative dispute resolution (“ADR”) and state act customers. We also earn a small portion of our direct premiums written from employers who participate in the Washington State United States Longshore and Harbor Workers Compensation Act Assigned Risk Plan (the “Washington USL&H Assigned Risk            Plan”). We immediately cede 100% of those premiums, net of our expenses, and 100% of the losses in connection with that business back to the Washington USL&H Assigned Risk Plan. References to direct premiums written generally exclude premiums from the Washington USL&H Assigned Risk Plan because such business is not indicative of our core business or material to our results of operations.

***          Net Investment Income and Realized Gains and Losses on Investments***

          We invest our statutory surplus and the funds supporting our insurance liabilities (including unearned premiums and unpaid loss and loss adjustment expense) in cash, cash equivalents, fixed income securities and, to a lesser degree, in equity securities and preferred stocks. Our investment income includes interest and dividends earned on our invested assets. Realized            gains and losses on invested assets are reported separately from net investment income. We earn realized gains when invested assets are sold for an amount greater than their amortized cost in the case of fixed maturity securities and recognize realized losses when investment securities are written down as a result of an other-than-temporary impairment or sold for an amount less than their carrying value.

          ***Claims Service Income***

          We receive claims service income in return for providing claims administration services for other companies. The claims service income we receive for providing these services approximates our costs. For the six months ended June 30, 2008 and 2007, approximately 56.1% and 51.1%, respectively, of our claims service income was generated by contracts we have with LMC to            provide claims handling services for the policies written by Eagle prior to the Acquisition. We expect income from these contracts to decrease substantially over the next several years as transactions related to Eagle diminish.

**          ** Our expenses consist primarily of:

***          Loss and Loss Adjustment Expenses***

          Loss and loss adjustment expenses represent our largest expense item and include (1) claim payments made, (2) estimates for future claim payments and changes in those estimates for current and prior periods and (3) costs associated with investigating, defending and adjusting claims. For further information regarding our loss and loss adjustment expenses, including            amounts paid and unpaid, see the discussion under the heading “Critical Accounting Policies, Estimates and Judgments – Unpaid Loss and Loss Adjustment Expenses” in this Item 2 of Part I of this quarterly report.

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***          Underwriting, Acquisition and Insurance Expenses***

          In our insurance subsidiary, we refer to the expenses that we incur to underwrite risks as underwriting, acquisition and insurance expenses. Such expenses consist of commission expenses, premium taxes and fees and other underwriting expenses incurred in writing and maintaining our business. We pay commission expense in our insurance subsidiary to our brokers for the            premiums that they produce for us. We pay state and local taxes based on premiums; licenses and fees; assessments; and contributions to workers’ compensation security funds. Other underwriting expenses consist of general administrative expenses such as salaries and employee benefits, rent and all other operating expenses not otherwise classified separately, and boards, bureaus and assessments of statistical agencies for policy service and administration items such as rating            manuals, rating plans and experience data.

***          Interest Expense***

          We incur interest expense on $12.0 million in surplus notes that our insurance subsidiary issued in May 2004. The interest expense is paid quarterly in arrears. The interest expense for each interest payment period is based on the three-month LIBOR rate two London banking days prior to the interest payment period plus 400 basis points.

**Results of Operations**

***          Three Months and Six Months Ended June 30, 2008 and 2007***

          *Gross    Premiums Written*. Gross premiums written for the three months ended June    30, 2008 totaled $66.3 million, a decrease of $1.3 million, or 1.9%, from    $67.6 million in the same period of 2007. Premiums assumed from the NCCI residual    markets decreased $1.5 million, or 65.2%, from $2.3 million in the three months    ended June 30, 2007 to $0.8 million for the same period in 2008. For the six    months ended June 30, 2008, gross premiums written totaled $129.8 million,    an increase of $2.3 million, or 1.8%, from $127.5 million in the same period    of 2007. Premiums assumed from the NCCI residual markets in the six months    ended June 30, 2008 totaled $3.3 million compared to $4.4 million for the    same period in 2007, representing a decrease of $1.2 million, or 27.3%. We    continued to experience rate reductions in California, our largest market,    as well as in other states. Excluding work we perform as the servicing carrier    for the Washington USL&H Assigned Risk Plan, the number of customers we    serviced increased 25.2% from 824 at June 30, 2007 to 1,032 at June 30, 2008    and in-force payrolls, one of the factors used in determining premium charges,    increased 26.1% from $4.692 billion at June 30, 2007 to $5.918 billion one    year later. California in-force payrolls increased 14.0% between June 30,    2007 and June 30, 2008 and non-California in-force payrolls increased 39.1%    over the same period. California continues to be our largest market, accounting    for approximately $107.7 million (39.1%) of our in-force premiums as of June    30, 2008 compared to $111.4 million (46.0%) as of June 30, 2007, representing    a decrease of $3.7 million, or 3.3%.

          Illinois is our second largest market and accounted for approximately $34.5 million (12.5%) of our in-force premiums at June 30, 2008, representing an increase of $12.1 million, or 54.0%, from $22.4 million (9.3%) at June 30, 2007. Louisiana is our third largest market, accounting for approximately $23.6 million (8.6%) of our in-force premiums as of June 30, 2008,            representing an increase of $3.4 million, or 16.8%, from $20.2 million (8.3%) as of June 30, 2007. The remaining states in our top five markets were Alaska and Hawaii, which accounted for approximately $17.4 million (6.3%) and $12.4 million (4.5%) of our in-force premiums at June 30, 2008, respectively, compared to $22.9 million (9.5%) and $13.8 million (5.7%) respectively, of our in-force premiums at June 30, 2007.

          We have experienced significant reductions in our California premium rates over the past four years. In 2007, in response to continued reductions in California workers’ compensation claim costs, we reduced our rates by an average 14.2% for new and renewal insurance policies written in California on or after July 1, 2007. This was the eighth California rate            reduction we have filed since October 1, 2003, resulting in a net cumulative reduction of our California rates of approximately 54.8%. Rate reductions have also been adopted in other states in which we operate. For example, effective January 1, 2008, we adopted the following rate decreases recommended by the NCCI: 10.9% in Alaska, 19.3% in Hawaii and 18.4% in Florida. Effective July 1, 2007, we adopted the Louisiana Insurance Commissioner’s recommendation of a 15.8% reduction            in Louisiana, which is 2.0% more than the 13.8% rate decrease recommended by the NCCI. On February 5, 2008, the Louisiana Insurance Commissioner approved an NCCI-proposed rate reduction of 8.6%, effective May 1, 2008. On March 7, 2008, after completing a study of our Louisiana loss data, we filed with the Louisiana Insurance Commissioner our new rates reflecting an average reduction of 8.6% from prior rates for new and renewal workers’ compensation insurance policies written            in Louisiana on or after May 1, 2008. We have also recently adopted rate increases in some states.For example,

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effective October 1, 2007, we adopted a 4.1% rate increase in Arizona and on January 1, 2008, we adopted a 4.0% rate increase in Illinois.

*          Net Premiums Written*. Net premiums written for the three months ended June 30, 2008 totaled $63.0 million, a decrease of $0.6 million, or 0.9%, from $63.6 million in the same period of 2007. For the six months ended June 30, 2008, net premiums written totaled $123.3 million, an increase of $3.4 million, or 2.8%, from $119.9 million in the same period of 2007. The            decrease in net premiums written for the three months ended June 30, 2008 was primarily a result of the $1.5 million decrease in premiums assumed from the NCCI residual markets. For the six months ended June 30, 2008, the increase in net written premiums was reflective of an increase of $3.3 million, or 2.7%, in direct written premiums to $124.1 million from $120.8 million for the same period last year. This increase was offset by the decrease of $1.2 million, or            27.3%, in premiums assumed from the NCCI residual markets.

          *Net Premiums Earned*. Net premiums earned for the three months ended June 30, 2008 totaled $55.7 million, an increase of $0.9 million, or 1.6%, over $54.8 million in the same period of 2007. For the six months ended June 30, 2008, net premiums earned totaled $112.4 million, an increase of $9.0 million, or 8.7%, from $103.4 million in the same period of 2007. We            record the entire annual policy premium as unearned premium when written and earn the premium over the life of the policy, which is generally twelve months. Consequently, the amount of premiums earned in any given year depends on when during the current or prior year the underlying policies were written. Our direct premiums earned for the three months ended June 30, 2008 increased $1.0 million, or 1.8%, to $57.4 million from $56.4 million in 2007. Our direct premiums earned for the            six months ended June 30, 2008 increased $8.2 million, or 7.7%, to $114.9 million from $106.7 million for the same period in 2007.

          Net premiums earned are also affected by premiums ceded under reinsurance agreements. Ceded premiums earned for the three month and six month periods ended June 30, 2008 totaled $3.2 and $6.5 million, respectively, representing a decrease of $0.7 million, or 17.9%, from $3.9 million in the three months ended June 30, 2007 and $1.0 million, or 13.3%, from $7.5 million in            the six months ended June 30, 2007. A decrease in ceded premiums earned is an increase to our overall net premiums earned. Offsetting the decrease in ceded premiums earned (and resulting increase in net premiums earned) was a decrease in the amount of premiums we involuntarily assume on residual market business from the NCCI, which operates residual market programs on behalf of many states. Assumed premiums earned decreased $0.3 million from $4.2 million for the six months ended            June 30, 2007 to $3.9 million at June 30, 2008.

*          Net Investment Income*. Net investment income for the three months ended June 30, 2008 totaled $5.6 million, an increase of $0.7 million, or 14.3%, over $4.9 million in the same period of 2007. For the six months ended June 30, 2008, net investment income totaled $11.3 million, an increase of $1.7 million, or 17.7%, from $9.6 million in the same period of 2007.            Average invested assets for the three months ended June 30, 2008 increased $85.2 million, or 19.2%, from $444.6 million in 2007 to $529.8 million in 2008. For the six months ended June 30, average invested assets increased $91.8 million, or 21.1%, from $435.5 million in 2007 to $527.3 million in 2008. This increase in our investment portfolio is due primarily to strong cash flow from operations of $94.6 million for the year ended December 31, 2007 and $39.1 million for the six            months ended June 30, 2008. Our yield on average invested assets for the three months ended June 30, 2008 was approximately 4.2% compared to approximately 4.4% for the same period in 2007. For the six months ended June 30, 2008, our yield on average invested assets was 4.3% compared to approximately 4.4% for the same period in 2007.

          *Net Realized Losses*. Net realized losses for the three month and six month periods ended June 30, 2008 totaled $2.0 million and $2.1 million, respectively, compared to net realized losses of $8,000 and $60,000, respectively, in the same periods ended June 30, 2007. The 2008 increases were primarily the result of the $1.9 million other-than-temporary impairment we            recorded on our investment in government-sponsored agency fixed and variable preferred stock.

          *Service Income*. Service income for the three months ended June 30, 2008 totaled $507,000, an increase of $139,000, or 37.8%, from $368,000 in the same period of 2007. For the six months ended June 30, 2008, service income totaled $929,000, a decrease of $19,000, or 2.0%, from $948,000 in the same period of 2007. Our service income results primarily from service            arrangements we have with LMC and other companies for claims processing, policy administration and administrative services that we perform for them. Service income related to our arrangements with LMC for services we provide in connection with the Eagle Entities’ insurance policies totaled $300,000 (59.2% of total service income) for the three months ended June 30, 2008 and $565,000 (60.8% of total service income) for the six months then ended. Average monthly fees from our            arrangements with LMC are declining as the volume of work decreases due to the run off of our predecessor’s business.

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          *Other Income*. Other income totaled $2.0 million for the three months ended June 30, 2008 compared to $0.7 million for the same period in 2007, representing an increase of $1.3 million, or 185.7%. For the six months ended June 30, 2008, other income totaled $3.5 million, representing an increase of $1.9 million, or 118.8%, from $1.6 million in the same period of            2007. Other income is derived primarily from the operations of PointSure, our wholesale broker and third party administrator subsidiary which, due to the expansion of its portfolio of insurance products during 2007, has been able to increase the amount of income from external sources and THM, a provider of medical bill review, utilization review, nurse case management and related services that we acquired in December 2007. PointSure represented 20 insurance companies at June 30,            2008 and 2007.

          *Loss and Loss Adjustment Expenses*. Loss and loss adjustment expenses totaled $32.2 million for the three months ended June 30, 2008 compared to $29.0 million for the same period in 2007, representing an increase of $3.2 million, or 11.0%. For the six months ended June 30, 2008, loss and loss adjustment expenses totaled $62.6 million, compared to $54.9 for the            same period in 2007, representing an increase of $7.7 million, or 14.0%. Our net loss ratio, which is calculated by dividing loss and loss adjustment expenses less claims service income by premiums earned, for the three months ended June 30, 2008 was 57.0% compared to 52.4% for the same period in 2007. Our net loss ratio for the six months ended June 30, 2008 was 54.9% compared to 52.3% for the same period in 2007. Included in the loss ratios for the three month and six month            periods ended June 30, 2008 were reductions of approximately $7.9 million and $15.9 million, respectively, of previously recorded direct net loss reserves to reflect a continuation of deflation trends in the paid loss data for recent accident years. Our direct net loss reserves are net of reinsurance and exclude reserves associated with KEIC and the business that we involuntarily assume from the NCCI. For the three months ended June 30, 2008, approximately $6.6 million of the            reserve adjustment related to accident year 2007, approximately $1.2 million related to accident year 2006 and approximately $0.1 million related to accident years 2005 and 2004. For the six months ended June 30, 2008, approximately $9.8 million of the reserve adjustment related to accident year 2007, approximately $4.8 million related to accident year 2006 and approximately $1.3 million related to accident years 2005 and prior.

          There is uncertainty about whether recent lower paid loss trends, which result primarily from California legislative reforms enacted in 2003 and 2004, will be sustained, particularly in light of current efforts to change or repeal portions of the reforms. We will not know the full impact of these reforms with a high degree of confidence for several years. We have            established loss reserves at June 30, 2008 that are based upon our current best estimate of loss costs, taking into consideration the recent lower paid loss claim data, incurred loss trends and the uncertainty regarding the permanence of recent legislative reforms. For further information regarding our loss and loss adjustment expenses, including amounts paid and unpaid, see the discussion under the heading “Critical Accounting Policies, Estimates and Judgments – Unpaid            Loss and Loss Adjustment Expenses” in this Item 2 of Part I of this quarterly report.

          As of June 30, 2008, we had recorded a receivable of approximately $2.5 million for adverse loss development under the adverse development cover since the date of the Acquisition. We do not expect this receivable to have any material adverse effect on our future cash flows if LMC fails to perform its obligations under the adverse development cover. At June 30, 2008, we            had access to approximately $2.7 million under the collateralized reinsurance trust in the event that LMC fails to satisfy its obligations under the adverse development cover. The balance of the collateralized reinsurance trust, including interest, at December 31, 2007 was $3.5 million.

          *Underwriting Expenses*. Underwriting expenses for the three months ended June 30, 2008 totaled $17.7 million, an increase of $3.0 million, or 20.4%, from $14.7 million in the same period of 2007. For the six months ended June 30, 2008, underwriting expenses totaled $33.3 million, an increase of $6.0 million, or 22.0%, from $27.3 million in the same period of 2007.            Our net underwriting expense ratio for the three months ended June 30, 2008, which is calculated by dividing underwriting, acquisition and insurance expenses less other service income by premiums earned, was 31.6%, compared to 26.8% for the same period in 2007. For the six months ended June 30, 2008, our net underwriting expense ratio was 29.6%, compared to 26.4% for the same period of 2007. The increases in the net underwriting expense ratio for the three month and six month            periods ended June 30, 2008 were primarily the result of increased staffing costs and other premium production-related expenses as we invest in the expansion and development of our business. The number of employees grew from 210 at June 30, 2007 to 280 at June 30, 2008, representing an increase of 33.3%. For the three month and six month periods ended June 30, 2008, the number of employees grew 8.1% and 24.5%, respectively. Included in underwriting expenses for the quarter ended            June 30, 2008 were non-recurring or uncharacteristically high charges totaling approximately $2.1 million or approximately 3.7 points of the quarterly underwriting expense ratio. These charges included $1.0 million related to the accelerated

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vesting of stock options and restricted stock held by our former CFO at the time of his passing and approximately $1.1 million of recruiting and staffing-related costs that were higher than our typical run rate.

          Commission expense as a percentage of net earned premiums averaged 9.6% for the three months ended June 30, 2008 compared to 9.2% in the same period of 2007. Commission expense as a percentage of net earned premiums for the six months ended June 30, 2008 and 2007 averaged 9.3% and 9.2%, respectively. These increases are driven by our California business and other            markets as brokers try to maintain cash flow during a period of declining premium rates.

          *Interest Expense*. Interest expense related to the surplus notes issued by our insurance subsidiary in May 2004 totaled $210,000 for the three months ended June 30, 2008, compared to $284,000 for the same period in 2007, representing a decrease of $74,000, or 26.1%. Interest expense for the six months ended June 30, 2008 totaled $461,000, compared to $565,000 for            the same period in 2007, representing a decrease of $104,000, or 18.4%. The surplus notes interest rate, which is calculated at the beginning of each interest payment period using the 3-month LIBOR rate plus 400 basis points, decreased from 9.36% at June 30, 2007 to 6.64% at June 30, 2008.

          *Other Expenses*. Other expenses for the three months ended June 30, 2008 totaled $2.4 million, an increase of $0.7 million, or 41.2%, over $1.7 million in the same period of 2007. For the six months ended June 30, 2008, other expenses totaled $4.4 million, an increase of $1.2 million, or 37.5%, from $3.2 million in the same period of 2007. Other expenses result            primarily from the operations of PointSure, our non-insurance subsidiary which continued to experience direct costs associated with the expansion of insurance products they offer and, to a lesser extent, from the operations of THM.

           *Income Tax Expense*. The effective tax rate for the three months ended June 30, 2008 was 31.3%, compared to 32.1% for the same period in 2007. For the six months ended June 30, 2008 our effective tax rate was 31.5% compared to 31.3% in the same period of 2007. Our effective tax rate was lower than the statutory tax rate of 35.0% primarily as a result of tax            exempt interest income. The changes in our effective tax rate are primarily attributable to the proportion of tax-exempt municipal securities in our portfolio and the amount of income before taxes. At June 30, 2008, approximately 53.5% of our investment portfolio was invested in tax-exempt municipal securities, compared to approximately 50.0 % at June 30, 2007.

          *Net Income*. Net income was $6.4 million for the three months ended June 30, 2008, compared to $10.2 million for the same period in 2007, representing a decrease of $3.8 million, or 37.3%. Net income for the six months ended June 30, 2008 totaled $17.3 million, a decrease of $3.0 million, or 14.8%, from $20.3 million in the same period of 2007. The decrease in net            income for the three month and six month periods ended June 30, 2008 resulted primarily from increases in loss and loss adjustment and underwriting expenses, offset by increases in premiums earned and net investment income. Net income for the three month and six month periods also includes an after-tax charge of approximately $1.3 million related to other-than-temporary impairments of six government-sponsored agency fixed and variable preferred stock investments in our investment            portfolio at June 30, 2008.

**Liquidity and Capital Resources**

          Our principal sources of funds are underwriting operations, investment income and proceeds from sales and maturities of investments. Our primary use of funds is to pay claims and operating expenses and to purchase investments.

          Our investment portfolio is structured so that investments mature periodically over time in reasonable relation to current expectations of future claim payments. Since we have a limited claims history, we have derived our expected future claim payments in part from industry and predecessor trends and included a provision for uncertainties. Our fixed income portfolio as            of June 30, 2008 has an effective duration of 5.13 years and a weighted average life of 5.92 years. Currently, we make claim payments from positive cash flow from operations and invest excess cash in securities with appropriate maturity dates to balance against anticipated future claim payments. As these securities mature, we intend to invest any excess funds in investments with appropriate durations to match against expected future claim payments.

          At June 30, 2008, our portfolio was made up almost entirely of investment grade fixed income securities with fair values subject to fluctuations in interest rates. The remainder of our investment portfolio consisted of investments in equity securities, which consist of investments in exchange traded funds designed to correspond to the performance of certain indexes            based on domestic or international stocks, and preferred stocks. In November

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2006, our investment policy was revised to allow for investment in domestic and international equities of up to 4% and 1%, respectively, of our statutory consolidated capital and surplus. All of the securities in our investment portfolio are accounted for as “available for sale” securities. While we have structured our investment portfolio to provide an appropriate matching of maturities with anticipated claim            payments, if we decide or are required in the future to sell securities in a rising interest environment, we would expect to incur losses from such sales.

          We had no direct sub-prime mortgage exposure in its investment portfolio as of June 30, 2008 and approximately $1.4 million of indirect exposure to sub-prime mortgages. The average credit quality of our $276.0 million fixed income municipal portfolio at June 30, 2008 was AA/AA– (AA– based on the issuers’ underlying ratings). Insured municipal bonds            totaled $205.4 million and had a weighted average credit rating of AA/AA– (AA– based on the issuers’ underlying ratings). The remaining $70.6 million in uninsured municipal bonds carried a weighted average credit rating of AA/AA–. Consequently, we do not expect a material impact to our investment portfolio or financial position as a result of the problems currently facing monoline bond insurers.

          Our ability to adequately provide funds to pay claims comes from our disciplined underwriting and pricing standards and the purchase of reinsurance to protect us against severe claims and catastrophic events. Effective October 1, 2007, our reinsurance program provides us with reinsurance protection for each loss occurrence in excess of $1.0 million, up to $75.0 million,            subject to various additional limitations and exclusions as more fully described in Note 5.a. to our unaudited condensed consolidated financial statements in Part I, Item 1 of this quarterly report and in the reinsurance agreements. Given industry and predecessor trends, we believe that we are sufficiently capitalized to cover our retained losses.

          Our insurance subsidiary is required by law to maintain a certain minimum level of surplus on a statutory basis. Surplus is calculated by subtracting total liabilities from total admitted assets. The National Association of Insurance Commissioners has a risk-based capital standard designed to identify property and casualty insurers that may be inadequately capitalized            based on inherent risks of each insurer’s assets and liabilities and its mix of net premiums written. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action. As of December 31, 2007, the last date that we were required to update the annual risk-based capital calculation, the statutory surplus of our insurance subsidiary was in excess of the prescribed risk-based capital requirements that correspond to any level of regulatory            action.

          SIH is a holding company with minimal unconsolidated revenue. Currently, there are no plans to have SBIC or other subsidiaries pay a dividend to SIH.

          Our unaudited consolidated net cash provided by operating activities for the six months ended June 30, 2008 was $39.1 million, compared to our cash flow from operations of $38.5 million for the same period in 2007. The increase resulted primarily increases in other assets and other liabilities, amortization of deferred acquisition costs and compensation cost on            restricted stock and stock options, offset by a reduction in net income and increases in unpaid loss and loss adjustment expense, unearned premiums and policy acquisition costs deferred, all as a result of our growth and the continued favorable development of our loss reserves.

          We used net cash of $30.0 million for investing activities in the six months ended June 30, 2008, compared to $36.2 million for the same period in 2007. The difference between periods is primarily attributable to maintaining a lower overall cash balance.

          For the six months ended June 30, 2008, financing activities provided cash of $134,000, compared to $321,000 in the same period in 2007.

**Contractual Obligations and Commitments**

          The following table identifies our contractual obligations by payment due period as of June 30, 2008:

|                              |   |                       |    |                                        |   |          |   |          |    |                                         |   |    |   |   |   |   |
|-----------------------------------|--------|----------------------------|---------|---------------------------------------------|--------|---------------|--------|---------------|---------|----------------------------------------------|--------|---------|--------|--------|--------|--------|
|                              |   | **Payments Due by Period** |    |
|                              |   |                            |    |
|                              |   | **Total**                  |    | **Less than                        1 Year** |   | **1-3 Years** |   | **4-5 Years** |    | **More than                        5 Years** |   |
|                              |   |                            |    |                                             |   |               |   |               |    |                                              |   |
|                              |   | **(in thousands)**         |    |
| Long term debt obligations:       |   |                       |    |                                        |   |          |   |          |    |                                         |   |    |   |   |   |   |
| Surplus notes                     |   | $                          | 12,000  |                                        | $      | —       |   | $             | — |                                         | $      | — |   | $      | 12,000 |   |
| Loss and loss adjustment expenses |   |                       | 263,708 |                                        |   | 87,024        |   |          | 113,658 |                                         |   | 24,261  |   |   | 38,765 |   |
| Operating lease obligations       |   |                       | 14,323  |                                        |   | 2,716         |   |          | 6,051   |                                         |   | 1,674   |   |   | 3,882  |   |
|                              |   |                            |         |                                        |        |               |   |               |         |                                         |        |         |   |        |        |   |
| Total                             |   | $                          | 290,031 |                                        | $      | 89,740        |   | $             | 119,709 |                                         | $      | 25,935  |   | $      | 54,647 |   |
|                              |   |                            |         |                                        |        |               |   |               |         |                                         |        |         |   |        |        |   |

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          The loss and loss adjustment expense payments due by period in the table above are based upon the loss and loss adjustment expense estimates as of June 30, 2008 and actuarial estimates of expected payout patterns and are not contractual liabilities as to time certain. Our contractual liability is to provide benefits under the policies we write. As a result, our            calculation of loss and loss adjustment expense payments due by period is subject to the same uncertainties associated with determining the level of unpaid loss and loss adjustment expenses generally and to the additional uncertainties arising from the difficulty of predicting when claims (including claims that have not yet been reported to us) will be paid. For a discussion of our unpaid loss and loss adjustment expense process, see the heading “Critical Accounting Policies,            Estimates and Judgments – Unpaid Loss and Loss Adjustment Expenses” in this Part I, Item 2 of this quarterly report. Actual payments of loss and loss adjustment expenses by period will vary, perhaps materially, from the above table to the extent that current estimates of loss and loss adjustment expenses vary from actual ultimate claims amounts and as a result of variations between expected and actual payout patterns.

**Off-Balance Sheet Arrangements**

          As of June 30, 2008, we had no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

**Critical Accounting Policies, Estimates and Judgments**

          It is important to understand our accounting policies in order to understand our unaudited financial statements. We consider some of these policies to be critical to the presentation of our financial results, since they require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues,            expenses and related disclosures at the financial reporting date and throughout the period being reported upon. Some of the estimates result from judgments that can be subjective and complex, and consequently, actual results reflected in future periods might differ from these estimates.

          The most critical accounting policies involve the reporting of unpaid loss and loss adjustment expenses, including losses that have occurred but were not reported to us by the financial reporting date; the amount and recoverability of reinsurance recoverable balances; deferred policy acquisition costs; income taxes; the valuation and impairment of investment securities;            earned but unbilled premiums; and retrospective premiums. The following should be read in conjunction with the notes to our financial statements.

          ***Unpaid Loss and Loss Adjustment Expenses***

          Unpaid loss and loss adjustment expenses represent our estimate of the expected cost of the ultimate settlement and administration of losses, based on known facts and circumstances. Included in unpaid loss and loss adjustment expenses are amounts for case-based insurance liabilities, including estimates of future developments on these claims; claims incurred but not yet            reported to us; second injury fund expenses; allocated claim adjustment expenses; and unallocated claim adjustment expenses. We use actuarial methodologies to assist us in establishing these estimates, including judgments relative to estimates of future claims severity and frequency, length of time to achieve ultimate resolution, judicial theories of liability and other third-party factors that are often beyond our control. Due to the inherent uncertainty associated with the cost of            unsettled and unreported claims, the ultimate liability may differ from the original estimates. These estimates are regularly reviewed and updated and any resulting adjustments are included in the current period’s operating results.

          Following is a summary of the gross loss and loss adjustment expense reserves by line of business as of June 30, 2008 and December 31, 2007. The workers’ compensation line of business comprises over 99% of our total loss reserves as of both dates.

|                        |   |                    |    |                        |   |      |   |     |    |     |   |      |   |   |    |   |   |    |   |
|-----------------------------|--------|-------------------------|---------|-----------------------------|--------|-----------|--------|----------|---------|----------|--------|-----------|--------|--------|---------|--------|--------|---------|--------|
|                        |   | **As of June 30, 2008** |    | **As of December 31, 2007** |   |
|                        |   |                         |    |                             |   |
| **Line of Business**        |   | **Case**                |    | **IBNR**                    |   | **Total** |   | **Case** |    | **IBNR** |   | **Total** |   |
|                             |   |                         |    |                             |   |           |   |          |    |          |   |           |   |
|                        |   | **(in thousands)**      |    |
| Workers’ Compensation |   | $                       | 111,246 |                        | $      | 149,902   |   | $        | 261,148 |     | $      | 93,457    |   | $      | 155,042 |   | $      | 248,499 |   |
| Ocean Marine                |   |                    | 260     |                        |   | 2,300     |   |     | 2,560   |     |   | 564       |   |   | 1,022   |   |   | 1,586   |   |
|                        |   |                         |         |                        |        |           |   |          |         |     |        |           |   |        |         |   |        |         |   |
| Total                       |   | $                       | 111,506 |                        | $      | 152,202   |   | $        | 263,708 |     | $      | 94,021    |   | $      | 156,064 |   | $      | 250,085 |   |
|                        |   |                         |         |                        |        |           |   |          |         |     |        |           |   |        |         |   |        |         |   |

          *Actuarial Loss Reserve Estimation Methods*

          We use a variety of actuarial methodologies to assist us in establishing the reserve for unpaid loss and loss adjustment expense. We also make judgments relative to estimates of future claims severity and frequency, length of

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time to achieve ultimate resolution, judicial theories of liability and other third-party factors that are often beyond our control.

          For the current accident year, we establish the initial reserve for claims incurred-but-not-reported (“IBNR”) using an expected loss ratio (“ELR”) method. The ELR method is based on an analysis of historical loss ratios adjusted for current pricing levels, exposure growth, anticipated trends in claim frequency and severity, the impact of reform            activity and any other factors that may have an impact on the loss ratio. The actual paid and incurred loss data for the accident year is reviewed each quarter and changes to the ELR may be made based on the emerging data, although changes are typically not made until the end of the accident year when the loss data can be analyzed as a complete accident year. The ELR is multiplied by the year-to-date earned premium to determine the ultimate losses for the current accident year. The            actual paid and case outstanding losses are subtracted from the ultimate losses to determine the IBNR for the accident year. As the accident year matures, we incorporate a standard actuarial reserving methodology referred to as the Bornhuetter-Ferguson method. This method blends the loss development and expected loss ratio methods by assigning partial weight to the initial expected losses, calculated from the expected loss ratio method, with the remaining weight applied to the            actual losses, either paid or incurred. The weights assigned to the initial expected losses decrease as the accident year matures. A reserve estimate implies a pattern of expected loss emergence. If this emergence does not occur as expected, it may cause us to revisit our previous assumptions. We may adjust loss development patterns, the various method weights or the expected loss ratios used in our analysis. Management employs judgment in each reserve valuation as to how to make            these adjustments to reflect current information.

          For all other accident years, the estimated ultimate losses are developed using a variety of actuarial techniques as described below. In reviewing this information, we consider the following factors to be especially important at this time because they increase the variability risk factors in our loss reserve estimates:

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | We wrote our first policy on October 1, 2003 and, as a result, our total reserve portfolio is relatively immature when compared to other industry data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | • | We have been growing consistently since we began operations and have entered into several new states that are not included in our predecessor’s historical data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | • | At June 30, 2008, approximately $153.5 million, or 49.5%, of our direct loss reserves were related to business written in California. Over the last several years, three significant comprehensive legislative reforms were enacted in California: AB 749 was enacted in February 2002; AB 227 and SB 228 were enacted in September 2003; and SB 899 was enacted in April 2004. This reform activity has resulted in uncertainty                        regarding the impact of the reforms on loss payments, loss development and, ultimately, loss reserves, making historical data less reliable as an indicator of future loss. All four bills enacted structural changes to the benefit delivery system in California, in addition to changes in the indemnity and medical benefits afforded injured workers. In response to the reform legislation and a continuing drop in the frequency of workers’ compensation claims, the pure                        premium rates approved by the California Insurance Commissioner effective January 1, 2008 were 65.1% lower than the pure premium rates in effect as of July 1, 2003. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | Key elements of the reforms as they relate to indemnity and medical benefits were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | Indemnity Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | AB 749 significantly increased most classes of workers’ compensation indemnity benefits over a four-year period beginning in 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | AB 227 and SB 228 repealed the mandatory vocational rehabilitation benefits and replaced them with a system of non-transferable education vouchers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | SB 899 required the Division of Workers’ Compensation (“DWC”) Administrative Director to adopt, on or before January 1, 2005, a new permanent disability rating schedule (“PDRS”) based in part on American Medical Association guidelines. Also, temporary disability was limited to a duration of two years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | SB 899 provided that, effective April 19, 2004, apportionment of disability for purposes of permanent disability determination must be based on causation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | Medical Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | AB 749 repealed the presumption given to the primary treating physician (except when the worker has pre-designated a personal physician), effective for injuries occurring on or after January 1, 2003. (SB 228 and SB 899 later extended this to all future medical treatment on earlier injuries.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | SB 228 required the DWC Administrative Director to establish, by December 1, 2004, an Official Medical Treatment Utilization Schedule meeting specific criteria. SB 228 also provided that beginning three months after the publication date of the updated American College of Occupational and Environmental Medical (“ACOEM”) Practice Guidelines and continuing until such time as the DWC Administrative Director                        establishes an Official Medical Treatment Utilization Schedule, the ACOEM standards will be presumed to be correct regarding the extent and scope of all medical treatment. The DWC Administrative Director has subsequently adopted the ACOEM Guidelines as the Official Medical Treatment Utilization Schedule. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | SB 228 limited the number of chiropractic visits and the number of physical therapy visits to 24 each per claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | SB 228 established a prescription medication fee schedule set at 100% of Medi-Cal Schedule amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | SB 228 provided that the maximum facility fee for services performed in an ambulatory surgical center may not exceed 120% of the Medicare fees for the same service performed in a hospital outpatient facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | SB 899 provided that after January 1, 2005, an employer or insurer may establish medical provider networks meeting certain conditions and, with limited exceptions, medical treatment can be provided within those networks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

          These reforms are a source of variability in the reserve estimates as legislative changes affecting benefit levels not only impact the cost of benefits but also the rate at which accident year benefits or losses develop over time. In addition, the PDRS, one of the most significant reforms, faces ongoing challenges. The PDRS was revised effective January 1, 2005. The            revised schedule has resulted in significantly reduced permanent disability awards, leading to concerns that injured workers may not be adequately compensated for their work related permanent injuries. The PDRS is currently being challenged on three fronts – legislative, administrative and legal. Legislation has been proposed in the 2008 legislative session that would modify the formula used to determine the amount of permanent disability benefits. It is too early to determine            what impact the legislation may have on permanent disability benefits, or if it will be enacted into law. A prior legislative effort to modify the PDRS was vetoed by the Governor of California in 2007. On the administrative front, the California Division of Workers’ Compensation has undertaken a review of the PDRS. The nature and extent of proposed changes, if any, are not yet known. The Division of Workers’ Compensation has not published a schedule to communicate their            recommendations. Finally, recent court decisions continue to lend uncertainty to the interpretation and application of the PDRS. All of these factors contribute to the uncertainty of California workers’ compensation claim costs.

          Workers’ compensation is considered a long-tail line of business, as it takes a relatively long period of time to finalize claims from a given accident year. Management believes that it generally takes workers’ compensation losses approximately 48 to 60 months after the start of an accident year until the data is viewed as fully credible for paid and            incurred reserve evaluation methods. Workers’ compensation losses can continue to develop beyond 60 months and in some cases claims can remain open more than 20 years. As indicated above, we wrote our first policy on October 1, 2003 so our first complete accident year is 2004. As of June 30, 2008, accident year 2004 was 54 months developed, accident year 2005 was 42 months developed, accident year 2006 was 30 months developed and accident year 2007 was 18 months developed. Our            loss reserve estimates are subject to considerable variation due to the relative immaturity of the accident years from a development standpoint.

          We review the following significant components of loss reserves on a quarterly basis:

|   |   |                                                                                                                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | IBNR reserves for losses – This includes amounts for the medical and indemnity components of the workers’ compensation claim payments, net of subrogation recoveries and deductibles;        |
|   |   |                                                                                                                                                                                                     |
|   | • | IBNR reserves for defense and cost containment expenses (“DCC”, also referred to as allocated loss adjustment expenses (“ALAE”)), net of subrogation recoveries and deductibles; |

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|   |   |                                                                                                                                                                                                                                                                                                |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | reserve for adjusting and other expenses, also known as unallocated loss adjustment expenses (“ULAE”); and                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                |
|   | • | reserve for loss based assessments, also referred to as the “8F reserve” in reference to Section 8, Compensation for Disability, subsection (f), Injury increasing disability, of the United States Longshore and Harbor Workers’ Compensation Act (“USL&H”) Act. |

          The reserves for losses and DCC are also reviewed gross and net of reinsurance (referred to as “net”). For gross losses, the claims for the Washington USL&H Plan, the KEIC claims assumed in the Acquisition and claims assumed from the NCCI residual market pools are excluded from this discussion.

          IBNR reserves include a provision for future development on known claims, a reopened claims reserve, a provision for claims incurred but not reported and a provision for claims in transit (incurred and reported but not recorded).

          Our analysis is done separately for the indemnity, medical and DCC components of the total loss reserves within each accident year. In addition, the analysis is completed separately for the following three categories: State Act California; State Act excluding California; and USL&H. The business is divided into these three categories for the determination of ultimate            losses due to differences in the laws that cover each of these categories.

          Workers’ compensation insurance is statutorily provided for in all of the states in which we do business. State laws and regulations provide for the form and content of policy coverage and the rights and benefits that are available to injured workers, their representatives and medical providers. Because the benefits are established by state statute there can be            significant variation in these benefits by state. We refer to this coverage as State Act.

          Our business is also affected by federal laws including the USL&H Act, which is administered by the Department of Labor, and the Merchant Marine Act of 1920, or Jones Act. The USL&H Act contains various provisions affecting our business, including the nature of the liability of employers of longshoremen, the rate of compensation to an injured longshoreman, the            selection of physicians, compensation for disability and death and the filing of claims. We refer to the business covered under the USL&H Act and the Jones Act as USL&H.

          Because there are different laws and benefit levels that affect the State Act versus USL&H business, there is a strong likelihood that these categories will exhibit different loss development characteristics which will influence the ultimate loss calculations. Separating the data into the State Act and USL&H categories allows us to use actuarial methods that            contemplate these differences.

          The State Act category is further split into California and excluding non-California groupings. This is due to the extensive reform activity that has taken place in California as discussed above. Since the California data is subject to additional variation due to the reform activity, separating the data in this fashion allows us to review the non-California State Act            data with no impact from the California reform activity.

          Development factors, expected loss rates and expected loss ratios are derived from the combined experience of us and our predecessor.

          Gross ultimate loss (indemnity, medical and ALAE separately) for each category is estimated using the following actuarial methods:

|   |   |                                                                      |
|--------|--------|---------------------------------------------------------------------------|
|   | • | paid loss (or ALAE) development;                                          |
|   |   |                                                                      |
|   | • | incurred loss (or ALAE) development;                                      |
|   |   |                                                                      |
|   | • | Bornhuetter-Ferguson using ultimate premiums and paid loss (or ALAE); and |
|   |   |                                                                      |
|   | • | Bornhuetter-Ferguson using ultimate premiums and incurred loss (or ALAE). |

          A gross ultimate value is selected by reviewing the various ultimate estimates and applying actuarial judgment to achieve a reasonable point estimate of the ultimate liability. The gross IBNR reserve equals the selected gross ultimate loss minus the gross paid losses and gross case reserves as of the valuation date. The selected gross ultimate loss and ALAE are reviewed            and updated on a quarterly basis.

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          *Variation in Ultimate Loss Estimates*

*          * In light of our short operating history and uncertainties concerning the effects of recent legislative reforms, specifically as they relate to our California workers’ compensation experience, the actuarial techniques discussed above use the historical experience of our predecessor as well as industry information in the analysis of loss reserves. We are            able to effectively draw on the historical experience of our predecessor because most of the current members of our management and adjusting staff also served as the management and adjusting staff of our predecessor. Over time, we expect to place more reliance on our own developed loss experience and less on our predecessor’s and industry experience.

          These techniques recognize, among other factors:

|   |   |                                                              |
|--------|--------|-------------------------------------------------------------------|
|   | • | our claims experience and that of our predecessor;                |
|   |   |                                                              |
|   | • | the industry’s claim experience;                            |
|   |   |                                                              |
|   | • | historical trends in reserving patterns and loss payments;        |
|   |   |                                                              |
|   | • | the impact of claim inflation and/or deflation;                   |
|   |   |                                                              |
|   | • | the pending level of unpaid claims;                               |
|   |   |                                                              |
|   | • | the cost of claim settlements;                                    |
|   |   |                                                              |
|   | • | legislative reforms affecting workers’ compensation;        |
|   |   |                                                              |
|   | • | the overall environment in which insurance companies operate; and |
|   |   |                                                              |
|   | • | trends in claim frequency and severity.                           |

          In addition, there are loss and loss adjustment expense risk factors that affect workers’ compensation claims that can change over time and also cause our loss reserves to fluctuate. Some examples of these risk factors include, but are not limited to, the following:

|   |   |                                                       |
|--------|--------|------------------------------------------------------------|
|   | • | recovery time from the injury;                             |
|   |   |                                                       |
|   | • | degree of patient responsiveness to treatment;             |
|   |   |                                                       |
|   | • | use of pharmaceutical drugs;                               |
|   |   |                                                       |
|   | • | type and effectiveness of medical treatments;              |
|   |   |                                                       |
|   | • | frequency of visits to healthcare providers;               |
|   |   |                                                       |
|   | • | changes in costs of medical treatments;                    |
|   |   |                                                       |
|   | • | availability of new medical treatments and equipment;      |
|   |   |                                                       |
|   | • | types of healthcare providers used;                        |
|   |   |                                                       |
|   | • | availability of light duty for early return to work;       |
|   |   |                                                       |
|   | • | attorney involvement;                                      |
|   |   |                                                       |
|   | • | wage inflation in states that index benefits; and          |
|   |   |                                                       |
|   | • | changes in administrative policies of second injury funds. |

          Variation can also occur in the loss reserves due to factors that affect our book of business in general. Some examples of these risk factors include, but are not limited to, the following:

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|   |   |                                                  |
|--------|--------|-------------------------------------------------------|
|   | • | injury type mix;                                      |
|   |   |                                                  |
|   | • | change in mix of business by state;                   |
|   |   |                                                  |
|   | • | change in mix of business by employer type;           |
|   |   |                                                  |
|   | • | small volume of internal data; and                    |
|   |   |                                                  |
|   | • | significant exposure growth over recent data periods. |

          *Impact of Changes in Key Assumptions on Reserve Volatility*

          The most significant factor currently impacting our loss reserve estimates is the reliance on historical reserving patterns and loss payments from our predecessor and the industry, also referred to as loss development. This is due to our limited operating history as discussed above. The actuarial methods that we use depend at varying levels on loss development patterns            based on past information. Development is defined as the difference, on successive valuation dates, between observed values of certain fundamental quantities that may be used in the loss reserve estimation process. For example, the data may be paid losses, case incurred losses and the change in case reserves or claim counts, including reported claims, closed claims or reopened claims. Development can be expected, meaning it is consistent with prior results; favorable (better than            expected); or unfavorable (worse than expected). In all cases, we are comparing the actual development of the data in the current valuation with what was expected based on the historical patterns in the underlying data. Favorable development indicates a basis for reducing the estimated ultimate loss amounts while unfavorable development indicates a basis for increasing the estimated ultimate loss amounts. We reflect the favorable or unfavorable development in loss reserves in the            results of operations in the period in which the ultimate loss estimates are changed.

          Due to the relative immaturity of our book of business, the challenge has been to give the right weight in the ultimate loss estimation process to the new data as it becomes available. As discussed above, management believes that it generally takes workers’ compensation losses approximately 48 to 60 months after the start of an accident year until the data is            viewed as fully credible for paid and incurred reserve evaluation methods. Due to our limited operating history, we have four complete accident years that were developed 54 months, 42 months, 30 months and 18 months (2004, 2005, 2006 and 2007, respectively) at June 30, 2008. Our oldest complete accident year was 54 months old as of June 30, 2008. For accident years 2003 through 2007, we are using a Bornhuetter-Ferguson approach, which blends the loss development and expected loss            ratio methods. Due to the favorable development exhibited by the data for accident years 2004 and 2005 at 17 to 18 months of development, management began to place more weight on the results of the Bornhuetter-Ferguson method in its ultimate loss estimates for accident years 2005, 2006 and 2007. As new data emerges and continues to demonstrate favorable development, this adds credibility to the existing data which enables management to reflect it more fully in its estimation            process. For all accident years, we have not completely relied on the most recent data points in our loss development selections. Because of recent favorable development trends, we believe this has the effect of increasing our estimated reserves as compared to reserves calculated with complete reliance on these data points. Estimating loss reserves is an uncertain and complex process which involves actuarial techniques and management judgment. Actuarial analysis generally assumes            that past patterns demonstrated in the data will repeat themselves and that the data provides a basis for estimating future loss reserves. However, since conditions and trends that have affected losses in the past may not occur in the future in the same manner, if at all, future results may not be reliably predicted by the prior data.

          Our paid loss data for state act indemnity, both California and excluding California, displayed decreasing, or deflationary, trends over recent valuations. The decreasing trends are exhibited in the paid loss development data for the 15 months to 54 months development period. The decisions to decrease the estimated ultimate losses for accident years 2005, 2006 and 2007            at June 30, 2008 were made, as the underlying loss data showed sustained and continued improvement over the prior twelve months, which we determined was an appropriate amount of time to be considered reliable for our estimate. We believe that our loss development factor selections are appropriate given the relative immaturity of our data. Over time, as the data for these accident years mature and uncertainty surrounding the ultimate outcome of the claim costs diminishes, the full            impact of the actual loss development will be factored into our assumptions and selections.

          In the second quarter of 2008, we experienced development in all three categories. For State Act California, there was favorable development for accident years 2006 and 2007 that resulted in a reduction of our gross ultimate loss estimates of $1.6 million and $1.3 million, respectively. For non-California State Act, there was favorable

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development of $1.2 million for accident year 2007 and unfavorable development of $0.2 million for accident year 2006. For USL&H, there was favorable development of $2.5 million for accident year 2007 and unfavorable development of $0.2 million for accident year 2006. For all other accident years, the development was at expected levels which did not warrant a change to our gross ultimate loss estimates. Ceded loss reserves            for accident year 2007 increased by approximately $1.7 million in the second quarter of 2008.

          *Reserve Sensitivities*

          Although many factors influence the actual cost of claims and the corresponding unpaid loss and loss adjustment expense estimates, we do not measure and estimate values for all of these variables individually. This is due to the fact that many of the factors that are known to impact the cost of claims cannot be measured directly. This is the case for the impact of            economic inflation on claim costs, coverage interpretations and jury determinations. In most instances, we rely on historical experience or industry information to estimate values for the variables that are explicitly used in the unpaid loss and loss adjustment expense analysis. We assume that the historical effect of these unmeasured factors, which is embedded in our experience or industry experience, is representative of future effects of these factors. It is important to note            that actual claims costs will vary from our estimate of ultimate claim costs, perhaps by substantial amounts, due to the inherent variability of the business written, the potentially significant claim settlement lags and the fact that not all events affecting future claim costs can be estimated.

          As discussed in the previous section, there are a number of variables that can impact, individually or in combination, the adequacy of our loss and loss adjustment expense liabilities. While the actuarial methods employed factor in amounts for these circumstances, the loss reserves may prove to be inadequate despite the actuarial methods used. Several examples are            provided below to highlight the potential variability present in our loss reserves. Each of these examples represents scenarios that are reasonably likely to occur over time. For example, there may be a number of claims where the unpaid loss and loss adjustment expense associated with future medical treatment proves to be inadequate because the injured workers do not respond to medical treatment as expected by the claims examiner. If we assume this affects 10% of the open claims            and, on average, the unpaid loss and loss adjustment expenses on these claims are 20% inadequate, this would result in our unpaid loss and loss adjustment expense liability being inadequate by approximately $5.3 million, or 2%, as of June 30, 2008. Another example is claim inflation. Claim inflation can result from medical cost inflation or wage inflation. As discussed above, the actuarial methods employed include an amount for claim inflation based on historical experience. We            assume that the historical effect of this factor, which is embedded in our experience and industry experience, is representative of future effects for claim inflation. To the extent that the historical factors, and the actuarial methods utilized, are inadequate to recognize future inflationary trends, our unpaid loss and loss adjustment expense liabilities may be inadequate. If our estimate of future medical trend is two percentage points inadequate (e.g., if we estimate a 9% annual            trend and the actual trend is 11%), our unpaid loss and loss adjustment expense liability could be inadequate. The amount of the inadequacy would depend on the mix of medical and indemnity payments and the length of time until the claims are paid. For example, if we assume that 50% of the unpaid loss and loss adjustment expense is associated with medical payments and an average payout period of 5 years, our unpaid loss and loss adjustment expense liabilities would be inadequate by            approximately $13.2 million on a pre-tax basis, or 5%, as of June 30, 2008. Under these assumptions, the inadequacy of approximately $13.2 million represents approximately 4.3% of total stockholders’ equity at June 30, 2008. The impact of any reserve deficiencies, or redundancies, on our reported results and future earnings is discussed below.

          In the event that our estimates of ultimate unpaid loss and loss adjustment expense liabilities prove to be greater or less than the ultimate liability, our future earnings and financial position could be positively or negatively impacted. Future earnings would be reduced by the amount of any deficiencies in the year(s) in which the claims are paid or the unpaid loss            and loss adjustment expense liabilities are increased. For example, if we determined our unpaid loss and loss adjustment expense liability of $263.7 million as of June 30, 2008 to be 5% inadequate, we would experience a pre-tax reduction in future earnings of approximately $13.2 million. This reduction could be realized in one year or multiple years, depending on when the deficiency is identified. The deficiency, after tax effects, would also impact our financial position because            our statutory surplus would be reduced by an amount equivalent to the reduction in net income. Any deficiency is typically recognized in the unpaid loss and loss adjustment expense liability and, accordingly, it typically does not have a material effect on our liquidity because the claims have not been paid. Since the claims will typically be paid out over a multi-year period, we have generally been able to adjust our investments to match the anticipated future claim payments.            Conversely, if our estimates of ultimate unpaid loss and loss adjustment expense liabilities prove to be redundant, our future earnings and financial position would be improved.

- 31 -

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          ***Reinsurance Recoverables***

          Reinsurance recoverables on paid and unpaid losses represent the portion of the loss and loss adjustment expenses that is assumed by reinsurers. These recoverables are reported on our balance sheet separately as assets, as reinsurance does not relieve us of our legal liability to policyholders and ceding companies. We are required to pay losses even if a reinsurer fails            to meet its obligations under the applicable reinsurance agreement. Reinsurance recoverables are determined based in part on the terms and conditions of reinsurance contracts, which could be subject to interpretations that differ from ours based on judicial theories of liability. We calculate amounts recoverable from reinsurers based on our estimates of the underlying loss and loss adjustment expenses, which themselves are subject to significant judgments and uncertainties described            above under the heading “Unpaid Loss and Loss Adjustment Expenses.” Changes in the estimates and assumptions underlying the calculation of our loss reserves may have an impact on the balance of our reinsurance recoverables. In general, one would expect an increase in our underlying loss reserves on claims subject to reinsurance to have an upward impact on our reinsurance recoverables. The amount of the impact on reinsurance recoverables would depend on a number of            considerations including, but not limited to, the terms and attachment points of our reinsurance contracts and the incurred amount on various claims subject to reinsurance. We also bear credit risk with respect to our reinsurers, which can be significant considering that some claims may remain open for an extended period of time.

          We periodically evaluate our reinsurance recoverables, including the financial ratings of our reinsurers, and revise our estimates of such amounts as conditions and circumstances change. Changes in reinsurance recoverables are recorded in the period in which the estimate is revised. As of June 30, 2008 and December 31, 2007, we had no reserve for uncollectible            reinsurance recoverables. We assessed the collectibility of our period-end receivables and believe that all amounts are collectible based on currently available information.

          ***Deferred Policy Acquisition Costs***

          We defer commissions, premium taxes and certain other costs that vary with and are primarily related to the acquisition of insurance contracts. These costs are capitalized and charged to expense in proportion to the recognition of premiums earned. The method followed in computing deferred policy acquisition costs limits the amount of these deferred costs to their            estimated realizable value, which gives effect to the premium to be earned, related estimated investment income, anticipated losses and settlement expenses and certain other costs we expect to incur as the premium is earned. Judgments regarding the ultimate recoverability of these deferred costs are highly dependent upon the estimated future costs associated with our unearned premiums. If our expected claims and expenses, after considering investment income, exceed our unearned            premiums, we would be required to write-off a portion of deferred policy acquisition costs. To date, we have not needed to write-off any portion of our deferred acquisition costs. If our estimate of anticipated losses and related costs was 10% inadequate, our deferred acquisition costs as of June 30, 2008 would still be fully recoverable and no write-off would be necessary. We will continue to monitor the balance of deferred acquisition costs for recoverability.

          ***Income Taxes***

          We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.            Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

          In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. This            analysis requires management to make various estimates and assumptions, including the scheduled reversal of deferred tax liabilities, projected future taxable income and the effect of tax planning strategies. If actual results differ from management’s estimates and assumptions, we may be required to establish a valuation allowance to reduce the deferred tax assets to the amounts more likely than not to be realized. The establishment of a valuation allowance could have a            significant impact on our financial position and results of operations in the period in which it is deemed necessary. To date, we have not needed to record a valuation allowance against our deferred tax assets. We anticipate that our deferred tax assets will increase as our business continues to grow. We will continue to monitor the balance of our deferred tax assets for realizability.

- 32 -

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          Effective January 1, 2007, we adopted FASB Interpretation No. 48, *Accounting for Uncertainties in Income Taxes, an Interpretation of FASB Statement No. 109* (“FIN 48”), and it did not have a significant impact on our financial position or results of operations. FIN 48 prescribes a recognition threshold and measurement process for financial statement            recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on the derecognition of previously recorded benefits and their classification, as well as the proper recording of interest and penalties, accounting in interim periods, disclosures and transition. As of June 30, 2008 and December 31, 2007, we had no unrecognized tax benefits. We do not anticipate that the amount of unrecognized tax benefits will significantly            increase in the next 12 months. Our policy is to recognize interest and penalties on unrecognized tax benefits as an element of income tax expense (benefit) in our consolidated statements of operations. We file consolidated U.S. federal and state income tax returns. The tax years which remain subject to examination by the taxing authorities are the years ending December 31, 2004, 2005, 2006 and 2007.

*          **Impairment of Investment Securities***

          Impairment of investment securities results in a charge to operations when the fair value of a security declines below our cost and is deemed to be other-than-temporary. We regularly review our investment portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of investments. A number of criteria are            considered during this process, including but not limited to the following: the current fair value as compared to amortized cost or cost, as appropriate, of the security; the length of time the security’s fair value has been below amortized cost; our intent and ability to retain the investment for a period of time sufficient to allow for an anticipated recovery in value; specific credit issues related to the issuer; and current economic conditions, including interest            rates.

          In general, we focus on those securities whose fair value was less than 80% of their amortized cost or cost, as appropriate, for six or more consecutive months. We also analyze the entire portfolio for other factors that might indicate a risk of impairment. Other-than-temporary impairment losses result in a permanent reduction of the carrying value of the underlying            investment. In the quarter ended June 30, 2008, we recorded an other-than-temporary impairment loss of $1.9 million related to our investment in fixed and variable preferred stock issued by government-sponsored agencies. Please refer to the tables in Note 3 of the unaudited condensed consolidated financial statements in Part I, Item 1 of this quarterly report for additional information on unrealized losses on our investment securities. Please refer to Part I, Item 3 of this            quarterly report for tables showing the sensitivity of the fair value of our fixed-income investments to selected hypothetical changes in interest rates.

*          **Earned But Unbilled Premiums***

          Shortly following the expiration of insurance policies we issue, we perform a final payroll audit of our insureds to determine the final premium to be billed and earned. These final audits generally result in an audit adjustment, either increasing or decreasing the estimated premium earned and billed to date. We estimate the amount of premiums that have been earned but            are unbilled at the end of a reporting period by analyzing historical earned premium adjustments made at final audit for the preceding 12 months and applying the average adjustment percentage against our in-force earned premium for the period. These estimates are subject to changes in policyholders’ payrolls due to growth, economic conditions, seasonality and other factors and to fluctuations in our in-force premium. For example, the amount of our accrual for premiums earned            but unbilled fluctuated between $0 and $1.2 million in 2007 and between $1.2 million and $1.8 million in 2006. The balance of our accrual for premiums earned but unbilled was $162,000 and $44,000 at June 30, 2008 and December 31, 2007, respectively. Although considerable variability is inherent in such estimates, management believes that the accrual for earned but unbilled premiums is reasonable. The estimates are reviewed quarterly and adjusted as necessary as experience develops            or new information becomes known. Any such adjustments are included in current operations.

*          **Retrospective Premiums***

          The premiums for our retrospectively rated loss sensitive plans are reflective of the customer’s loss experience because, beginning six months after the expiration of the relevant insurance policy, and annually thereafter, we recalculate the premium payable during the policy term based on the current value of the known losses that occurred during the policy term.            While the typical retrospectively rated policy has around five annual adjustment or measurement periods, premium adjustments continue until mutual agreement to cease future adjustments is reached with the policyholder. Retrospective premiums for primary and reinsured risks are included in income as earned on a pro rata basis over the effective period of the respective policies. Earned premiums on retrospectively rated policies are based on our estimate of loss experience as of the            measurement date. Unearned premiums are deferred and

- 33 -

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include that portion of premiums written that is applicable to the unexpired period of the policies in force and estimated adjustments of premiums on policies that have retrospective rating endorsements.

          We bear credit risk with respect to retrospectively rated policies. Because of the long duration of our loss sensitive plans, there is a risk that the customer will fail to pay the additional premium. Accordingly, we obtain collateral in the form of letters of credit or deposits to mitigate credit risk associated with our loss sensitive plans. If we are unable to            collect future retrospective premium adjustments from an insured, we would be required to write-off the related amounts, which could impact our financial position and results of operations. To date, there have been no such write-offs. Retrospectively rated policies accounted for approximately 23.9% and 21.0% of direct premiums written in the three month periods ended June 30, 2008 and 2007, respectively, and 20.7% and 17.0% of direct premiums written in the six month periods then            ended, respectively.

**Recent Accounting Pronouncements**

          In September 2006, the FASB issued SFAS No. 157, *Fair Value Measurements*, which defines fair value and establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The provisions for SFAS No. 157 are effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We            adopted the provisions of SFAS No. 157 as of January 1, 2008, which did not have a material effect on our consolidated financial condition or results of operations.

          In February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115*, which permits entities to choose to measure many financial instruments and certain other items at fair value in order to mitigate volatility in reported earnings caused by measuring related            assets and liabilities differently and without having to apply complex hedge accounting provisions. The provisions for SFAS No. 159 are effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We adopted the provisions of SFAS No. 159 as of January 1, 2008, which did not have a material effect on our consolidated financial condition or results of operations.

|        |                                                           |
|-------------|----------------------------------------------------------------|
| **Item 3.** | **Quantitative and Qualitative Disclosures About Market Risk** |

          Market risk is the potential economic loss principally arising from adverse changes in the fair value of financial instruments. The major components of market risk affecting us are credit risk and interest rate risk.

**Credit Risk**

          Credit risk is the potential economic loss principally arising from adverse changes in the financial condition of a specific debt issuer. We address this risk by investing primarily in fixed-income securities which are rated “A” or higher by Standard & Poor’s. We also independently, and through our outside investment managers, monitor the financial            condition of all of the issuers of fixed-income securities in the portfolio. To limit our exposure to risk, we employ stringent diversification rules that limit the credit exposure to any single issuer or business sector.

**Interest Rate Risk**

          We had fixed-income investments with a fair value of $489.3 million at June 30, 2008 that are subject to interest rate risk, compared with $474.8 million at December 31, 2007. We manage the exposure to interest rate risk through a disciplined asset/liability matching and capital management process. In the management of this risk, the characteristics of duration, credit            and variability of cash flows are critical elements. These risks are assessed regularly and balanced within the context of the liability and capital position.

          The table below summarizes our interest rate risk as of June 30, 2008 and December 31, 2007. It illustrates the sensitivity of the fair value of fixed-income investments to selected hypothetical changes in interest rates as of June 30, 2008 and December 31, 2007. The selected scenarios are not predictions of future events, but rather illustrate the effect that such            events may have on the fair value of our fixed-income portfolio and shareholders’ equity.

- 34 -

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Interest Rate Risk as of June 30, 2008

|                                      |   |                                                                             |    |           |   |                                                                                                                                                                                  |   |    |   |   |
|-------------------------------------------|--------|----------------------------------------------------------------------------------|---------|----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|
| **Hypothetical Change in Interest Rates** |   | **Estimated                        Change in                        Fair Value** |    | **Fair Value** |   | **Hypothetical                        Percentage                        Increase                        (Decrease) in                        Portfolio                        Value** |   |
|                                           |   |                                                                                  |    |                |   |                                                                                                                                                                                       |   |
|                                      |   | **($ in thousands)**                                                             |    |
| 200 basis point increase                  |   | $                                                                                | (43,498 | )              | $      | 445,794                                                                                                                                                                               |   | (8.9    | )%     |   |
| 100 basis point increase                  |   |                                                                             | (21,627 | )              |   | 467,665                                                                                                                                                                               |   | (4.4    | )%     |   |
| No change                                 |   |                                                                             | — |           |   | 489,292                                                                                                                                                                               |   | — |   |   |
| 100 basis point decrease                  |   |                                                                             | 21,385  |           |   | 510,677                                                                                                                                                                               |   | 4.4     | %      |   |
| 200 basis point decrease                  |   |                                                                             | 42,526  |           |   | 531,818                                                                                                                                                                               |   | 8.7     | %      |   |

Interest Rate Risk as of December 31, 2007

|                                      |   |                                                                             |    |           |   |                                                                                                                                                                                  |   |    |   |   |
|-------------------------------------------|--------|----------------------------------------------------------------------------------|---------|----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|
| **Hypothetical Change in Interest Rates** |   | **Estimated                        Change in                        Fair Value** |    | **Fair Value** |   | **Hypothetical                        Percentage                        Increase                        (Decrease) in                        Portfolio                        Value** |   |
|                                           |   |                                                                                  |    |                |   |                                                                                                                                                                                       |   |
|                                      |   | **($ in thousands)**                                                             |    |
| 200 basis point increase                  |   | $                                                                                | (40,927 | )              | $      | 433,829                                                                                                                                                                               |   | (8.6    | )%     |   |
| 100 basis point increase                  |   |                                                                             | (20,041 | )              |   | 454,715                                                                                                                                                                               |   | (4.2    | )%     |   |
| No change                                 |   |                                                                             | — |           |   | 474,756                                                                                                                                                                               |   | — |   |   |
| 100 basis point decrease                  |   |                                                                             | 19,195  |           |   | 493,951                                                                                                                                                                               |   | 4.0     | %      |   |
| 200 basis point decrease                  |   |                                                                             | 37,545  |           |   | 512,301                                                                                                                                                                               |   | 7.9     | %      |   |

|        |                        |
|-------------|-----------------------------|
| **Item 4.** | **Controls and Procedures** |

*          **Disclosure Controls and Procedures***

          Under the supervision and with the participation of management, including our Chief Executive Officer and our Principal Accounting Officer (acting principal financial officer), we have carried out an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and our            Principal Accounting Officer (acting principal financial officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms specified by the SEC and is accumulated and communicated to our management,            including our Chief Executive Officer and our Principal Accounting Officer (acting principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

*          **Changes in Internal Control over Financial Reporting***

          There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our second fiscal quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

**PART II – OTHER INFORMATION**

|         |             |
|--------------|------------------|
| **Item 1A.** | **Risk Factors** |

          During the quarter ended June 30, 2008, there were no material changes to the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 17, 2008, or in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008.

|        |                                                            |
|-------------|-----------------------------------------------------------------|
| **Item 2.** | **Unregistered Sales of Equity Securities and Use of Proceeds** |

          We did not purchase any of our equity securities during the three months ended June 30, 2008.

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

          The 2008 annual meeting of stockholders of SIH was held on May 20, 2008. At the annual meeting, our stockholders were asked to elect seven directors to the Board of Directors and to ratify the Audit Committee’s appointment of KPMG LLP as SIH’s independent auditors for the year ending December 31, 2008. Following are the results of the election:

          **Proposal I: Election of seven directors to the Board of Directors**

|                |   |          |       |               |      |   |   |
|---------------------|--------|---------------|------------|--------------------|-----------|--------|--------|
|                |   | **Votes For** |       | **Votes Withheld** |      |
|                |   |               |       |                    |      |
| John G. Pasqualetto |   |          | 17,897,559 |               | 809,348   |   |   |
| Peter Y. Chung      |   |          | 18,440,505 |               | 266,402   |   |   |
| Joseph A. Edwards   |   |          | 18,480,912 |               | 225,995   |   |   |
| William M. Feldman  |   |          | 18,442,505 |               | 264,402   |   |   |
| Mural R. Josephson  |   |          | 18,442,505 |               | 264,402   |   |   |
| George M. Morvis    |   |          | 17,460,404 |               | 1,246,503 |   |   |
| Michael D. Rice     |   |          | 18,480,912 |               | 225,995   |   |   |

|   |                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **Proposal II: Ratification of the Audit Committee’s appointment of KPMG LLP as independent auditor for the year ending December 31, 2008** |

|          |   |   |       |   |   |   |   |
|---------------|--------|--------|------------|--------|--------|--------|--------|
| Votes for     |   |   | 18,682,108 |   |   |   |   |
| Votes against |   |   | 22,919     |   |   |   |   |
| Abstentions   |   |   | 1,880      |   |   |   |   |

          There were no broker non-votes in the election of directors or the ratification of our independent auditors since brokers who hold shares for the accounts of their clients have discretionary authority to vote such shares with respect to such matters.

|        |         |
|-------------|--------------|
| **Item 6.** | **Exhibits** |

          The list of exhibits in the Exhibit Index to this quarterly report is incorporated herein by reference.

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**SIGNATURES**

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                  |                               |                                                 |
|-----------------------|------------------------------------|------------------------------------------------------|
|                  | SEABRIGHT INSURANCE HOLDINGS, INC. |
|                  |                               |                                                 |
| Date: August 11, 2008 |                               |                                                 |
|                  |
|                  | By:                                | /s/ John G. Pasqualetto                              |
|                  |                               |                                                      |
|                  |                               | John G. Pasqualetto                                  |
|                  |                               | Chairman, President and Chief Executive Officer      |
|                  |                               | (Principal Executive Officer)                        |
|                  |                               |                                                 |
|                  | By:                                | /s/ M. Philip Romney                                 |
|                  |                               |                                                      |
|                  |                               | M. Philip Romney                                     |
|                  |                               | Vice President – Finance, Principal Accounting |
|                  |                               | Officer and Assistant Secretary                      |
|                  |                               | (Chief Accounting Officer)                           |

- 37 -

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**EXHIBIT INDEX**

          The list of exhibits in the Exhibit Index to this quarterly report on Form 10-Q is incorporated herein by reference. Exhibits 31.1 and 31.2 are being filed as part of this quarterly report on Form 10-Q. Exhibits 32.1 and 32.2 are being furnished with this quarterly report on Form 10-Q.

|                                      |   |            |                                                       |
|-------------------------------------------|--------|-----------------|------------------------------------------------------------|
| **Exhibit                        Number** |   | **Description** |
|                                           |   |                 |
| 31.1                                      |   |            | Rule 13a-14(a) Certification (Chief Executive Officer)     |
|                                      |
| 31.2                                      |   |            | Rule 13a-14(a) Certification (Principal Financial Officer) |
|                                      |
| 32.1                                      |   |            | Section 1350 Certification (Chief Executive Officer)       |
|                                      |
| 32.2                                      |   |            | Section 1350 Certification (Principal Financial Officer)   |

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