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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

No. 000-50926

(Commission File Number)





FREMONT MICHIGAN INSURACORP,
INC.

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Michigan                                                       |  | 42-1609947                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|933 E. Main St., Fremont, Michigan                             |  | 49412                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(231) 924-0300

(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   ̈

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 definition
of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.:



|                                                                       |  |                              |  |                     
|---------------------------------------------------------------------- |  | ---------------------------- |  | --------------------
|Large accelerated filer   ̈                                             |  |                              |  | Accelerated filer   ̈
|Non-accelerated filer   ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x



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



|                                             |  |                                               
|-------------------------------------------- |  | ----------------------------------------------
|COMMON STOCK (No Par Value) (Title of Class) |  | Number of Shares Outstanding as of May 5, 2008
|                                             |  | 1,729,236                                     
|                                             |  | (Outstanding Shares)                          









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##### Table of Contents

TABLE OF CONTENTS



|                              |  |                                                                                       |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I. FINANCIAL INFORMATION |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Financial Statements                                                                  |  | 3 
|                              |  | Consolidated Balance Sheets                                                           |  | 3 
|                              |  | Consolidated Statements of Operations                                                 |  | 4 
|                              |  | Consolidated Statement of Stockholders Equity                                        |  | 5 
|                              |  | Consolidated Statements of Cash Flows                                                 |  | 6 
|                              |  | Notes to Consolidated Financial Statements                                            |  | 7 
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 14
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 24
|Item 4.                       |  | Controls and Procedures                                                               |  | 25
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Legal Proceedings                                                                     |  | 25
|Item 1A.                      |  | Risk Factors                                                                          |  | 25
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 25
|Item 3.                       |  | Defaults Upon Senior Securities                                                       |  | 25
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                   |  | 25
|Item 5.                       |  | Other Information                                                                     |  | 26
|Item 6.                       |  | Exhibits                                                                              |  | 26
|                              | 
|SIGNATURES                    |  | 27                                                                                   



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PART IFINANCIAL INFORMATION



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

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Balance Sheets (Unaudited)

March 31, 2008 and December 31, 2007



|                                                                                                                                                                             |  |               |            |                  |   |           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | ---------------- | - | ----------
|                                                                                                                                                                             |  | March 31,2008 |            | December 31,2007
|Assets                                                                                                                                                                       |  |               |            |                  |   |           
|                                                                                                                                                                             |  |              
|Investments:                                                                                                                                                                 |  |               |            |                  |   |           
|Fixed maturities available for sale, at fair value                                                                                                                           |  | $             | 49,823,840 |                  | $ | 50,528,874
|Equity securities available for sale, at fair value                                                                                                                          |  |               | 7,356,610  |                  |   | 8,305,133 
|Mortgage loans on real estate from related parties                                                                                                                           |  |               | 251,792    |                  |   | 253,656   
|                                                                                                                                                                             |  |               |            |                  |   |           
|Total investments                                                                                                                                                            |  |               | 57,432,242 |                  |   | 59,087,663
|Cash and cash equivalents                                                                                                                                                    |  |               | 4,561,774  |                  |   | 4,033,158 
|Premiums due from policyholders, net                                                                                                                                         |  |               | 7,426,189  |                  |   | 7,852,730 
|Amounts due from reinsurers                                                                                                                                                  |  |               | 6,202,141  |                  |   | 6,588,847 
|Prepaid reinsurance premiums                                                                                                                                                 |  |               | 319,942    |                  |   | 258,875   
|Accrued investment income                                                                                                                                                    |  |               | 561,082    |                  |   | 533,843   
|Deferred policy acquisition costs                                                                                                                                            |  |               | 3,075,821  |                  |   | 3,334,001 
|Deferred federal income taxes                                                                                                                                                |  |               | 3,311,254  |                  |   | 2,920,648 
|Property and equipment, net of accumulated depreciation                                                                                                                      |  |               | 2,485,196  |                  |   | 2,500,988 
|Other assets                                                                                                                                                                 |  |               | 3,327      |                  |   | 43,905    
|                                                                                                                                                                             |  |               |            |                  |   |           
|                                                                                                                                                                             |  | $             | 85,378,968 |                  | $ | 87,154,658
|                                                                                                                                                                             |  |               |            |                  |   |           
|                                                                                                                                                                             |  |              
|Liabilities and Stockholders Equity                                                                                                                                         |  |               |            |                  |   |           
|                                                                                                                                                                             |  |              
|Liabilities:                                                                                                                                                                 |  |               |            |                  |   |           
|Losses and loss adjustment expenses                                                                                                                                          |  | $             | 17,928,231 |                  | $ | 18,058,919
|Unearned premiums                                                                                                                                                            |  |               | 21,068,457 |                  |   | 22,727,515
|Reinsurance balances payable                                                                                                                                                 |  |               | 35,791     |                  |   | 199,463   
|Accrued expenses and other liabilities                                                                                                                                       |  |               | 6,612,179  |                  |   | 6,742,803 
|                                                                                                                                                                             |  |               |            |                  |   |           
|Total liabilities                                                                                                                                                            |  |               | 45,644,658 |                  |   | 47,728,700
|                                                                                                                                                                             |  |               |            |                  |   |           
|Commitments and contingencies                                                                                                                                                |  |               |            |                  |   |           
|                                                                                                                                                                             |  |              
|Stockholders Equity                                                                                                                                                         |  |               |            |                  |   |           
|Preferred stock, no par value, authorized 4,500,000 shares, no shares issued and outstanding                                                                                 |  |               |           |                  |   |          
|Class A common stock, no par value, authorized 5,000,000 shares, 1,729,236 and 1,727,456 shares issued and outstanding at March 31,
2008 and December 31, 2007, respectively |  |               |           |                  |   |          
|Class B common stock, no par value, authorized 500,000 shares, no shares issued and outstanding                                                                              |  |               |           |                  |   |          
|Additional paid-in capital                                                                                                                                                   |  |               | 7,765,021  |                  |   | 7,722,424 
|Retained earnings                                                                                                                                                            |  |               | 31,500,225 |                  |   | 30,395,771
|Accumulated other comprehensive income                                                                                                                                       |  |               | 469,064    |                  |   | 1,307,763 
|                                                                                                                                                                             |  |               |            |                  |   |           
|Total stockholders equity                                                                                                                                                   |  |               | 39,734,310 |                  |   | 39,425,958
|                                                                                                                                                                             |  |               |            |                  |   |           
|Total liabilities and stockholders equity                                                                                                                                   |  | $             | 85,378,968 |                  | $ | 87,154,658
|                                                                                                                                                                             |  |               |            |                  |   |           

The accompanying notes are an integral part of the consolidated financial statements.



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Statements of Operations (Unaudited)

For the Three Months Ended March 31, 2008 and 2007



|                                                   |  |      |            |      |   |           
|-------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                   |  | 2008 |            | 2007
|Revenues:                                          |  |      |            |      |   |           
|Net premiums earned                                |  | $    | 11,216,905 |      | $ | 10,265,293
|Net investment income                              |  |      | 516,236    |      |   | 491,407   
|Net realized gains on investments                  |  |      | 158,602    |      |   | 27,979    
|Other income, net                                  |  |      | 138,141    |      |   | 104,406   
|                                                   |  |      |            |      |   |           
|Total revenues                                     |  |      | 12,029,884 |      |   | 10,889,085
|                                                   |  |      |            |      |   |           
|Expenses:                                          |  |      |            |      |   |           
|Losses and loss adjustment expenses, net           |  |      | 6,336,499  |      |   | 5,830,670 
|Policy acquisition and other underwriting expenses |  |      | 4,063,034  |      |   | 3,848,134 
|Interest expense                                   |  |      |           |      |   | 50,580    
|                                                   |  |      |            |      |   |           
|Total expenses                                     |  |      | 10,399,533 |      |   | 9,729,384 
|                                                   |  |      |            |      |   |           
|Income before federal income tax expense           |  |      | 1,630,351  |      |   | 1,159,701 
|Federal income tax expense                         |  |      | 525,897    |      |   | 356,226   
|                                                   |  |      |            |      |   |           
|Net income                                         |  | $    | 1,104,454  |      | $ | 803,475   
|                                                   |  |      |            |      |   |           
|Earnings per share                                 |  |      |            |      |   |           
|Basic                                              |  | $    | .64        |      | $ | .47       
|Diluted                                            |  | $    | .63        |      | $ | .46       

The accompanying notes are an integral part of the consolidated financial statements.



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Statement of Stockholders Equity
(Unaudited)

For the Three Months Ended March 31, 2008



|                                                 |  |                                       |  |                          |           |                  |   |                                            |  |   |           |   |  |   |            |  
|------------------------------------------------ |  | ------------------------------------- |  | ------------------------ | --------- | ---------------- | - | ------------------------------------------ |  | - | --------- | - |  | - | ---------- | -
|                                                 |  | Common StockClass A(Number of Shares) |  | AdditionalPaid-inCapital |           | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome (Loss) |  |   | Total     |  
|Balance, December 31, 2007                       |  | 1,727,456                             |  | $                        | 7,722,424 |                  | $ | 30,395,771                                 |  | $ | 1,307,763 |   |  | $ | 39,425,958 |  
|Comprehensive income:                            |  |                                       |  |                          |           |                  |   |                                            |  |   |           |   |  |   |            |  
|Net income                                       |  |                                       |  |                          |           |                  |   | 1,104,454                                  |  |   |           |   |  |   | 1,104,454  |  
|Net unrealized losses on investments, net of tax |  |                                       |  |                          |           |                  |   |                                            |  |   | (826,584  | ) |  |   | (826,584   | )
|Amortization of prior service credit, net of tax |  |                                       |  |                          |           |                  |   |                                            |  |   | (14,137   | ) |  |   | (14,137    | )
|Amortization of net actuarial loss, net of tax   |  |                                       |  |                          |           |                  |   |                                            |  |   | 2,022     |   |  |   | 2,022      |  
|                                                 |  |                                       |  |                          |           |                  |   |                                            |  |   |           |   |  |   |            |  
|Total comprehensive income                       |  |                                       |  |                          |           |                  |   |                                            |  |   |           |   |  |   | 265,755    |  
|Stock-based compensation                         |  |                                       |  |                          | 26,533    |                  |   |                                            |  |   |           |   |  |   | 26,533     |  
|Stock options exercised                          |  | 1,780                                 |  |                          | 9,383     |                  |   |                                            |  |   |           |   |  |   | 9,383      |  
|Tax benefit from stock                           |  |                                       |  |                          |           |                  |   |                                            |  |   |           |   |  |   |           |  
|options exercised                                |  |                                       |  |                          | 6,681     |                  |   |                                            |  |   |           |   |  |   | 6,681      |  
|                                                 |  |                                       |  |                          |           |                  |   |                                            |  |   |           |   |  |   |            |  
|Balance, March 31, 2008                          |  | 1,729,236                             |  | $                        | 7,765,021 |                  | $ | 31,500,225                                 |  | $ | 469,064   |   |  | $ | 39,734,310 |  
|                                                 |  |                                       |  |                          |           |                  |   |                                            |  |   |           |   |  |   |            |  

The accompanying notes are an integral part of the consolidated financial statements.



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

For the Three Months Ended March 31, 2008 and 2007



|                                                                           |  |      |            |   |      |   |            |  
|-------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                           |  | 2008 |            |   | 2007 |  
|Cash flows from operating activities:                                      |  |      |            |   |      |   |            |  
|Net income                                                                 |  | $    | 1,104,454  |   |      | $ | 803,475    |  
|Adjustments to reconcile net income to net cash from operating activities: |  |      |            |   |      |   |            |  
|Depreciation                                                               |  |      | 272,720    |   |      |   | 246,250    |  
|Deferred federal income taxes                                              |  |      | 41,452     |   |      |   | 126,664    |  
|Stock based compensation expense                                           |  |      | 26,533     |   |      |   | 34,238     |  
|Net realized gains on investments                                          |  |      | (158,602   | ) |      |   | (27,979    | )
|Net amortization of premiums on investments                                |  |      | 59,641     |   |      |   | 54,604     |  
|Excess tax benefit from stock options exercised                            |  |      | (6,681     | ) |      |   | (11,556    | )
|Changes in assets and liabilities:                                         |  |      |            |   |      |   |            |  
|Premiums due from policyholders                                            |  |      | 426,541    |   |      |   | 386,681    |  
|Amounts due from reinsurers                                                |  |      | 386,706    |   |      |   | 464,516    |  
|Prepaid reinsurance premiums                                               |  |      | (61,067    | ) |      |   | 15,938     |  
|Accrued investment income                                                  |  |      | (27,239    | ) |      |   | (57,203    | )
|Deferred policy acquisition costs                                          |  |      | 258,180    |   |      |   | 277,530    |  
|Other assets                                                               |  |      | 40,578     |   |      |   | (99,088    | )
|Losses and loss adjustment expenses                                        |  |      | (130,688   | ) |      |   | 338,373    |  
|Unearned premiums                                                          |  |      | (1,659,058 | ) |      |   | (1,629,059 | )
|Reinsurance balances payable                                               |  |      | (163,672   | ) |      |   | (18,356    | )
|Accrued expenses and other liabilities                                     |  |      | (142,300   | ) |      |   | (1,480,772 | )
|                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) operating activities                        |  |      | 267,498    |   |      |   | (575,744   | )
|                                                                           |  |      |            |   |      |   |            |  
|Cash flows from investing activities:                                      |  |      |            |   |      |   |            |  
|Proceeds from sales and maturities of fixed maturity investments           |  |      | 5,554,239  |   |      |   | 1,197,809  |  
|Proceeds from sales of equity investments                                  |  |      | 535,853    |   |      |   | 74,256     |  
|Purchases of fixed maturity investments                                    |  |      | (5,060,923 | ) |      |   | (1,666,066 | )
|Purchases of equity investments                                            |  |      | (529,051   | ) |      |   | (85,576    | )
|Repayment of mortgage loans on real estate from related parties            |  |      | 1,864      |   |      |   | 1,743      |  
|Purchase of property and equipment, net                                    |  |      | (256,928   | ) |      |   | (309,975   | )
|                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) investing activities                        |  |      | 245,054    |   |      |   | (787,809   | )
|                                                                           |  |      |            |   |      |   |            |  
|Cash flows from financing activities:                                      |  |      |            |   |      |   |            |  
|Proceeds from exercised stock options                                      |  |      | 9,383      |   |      |   | 10,000     |  
|Tax benefit from exercised stock options                                   |  |      | 6,681      |   |      |   | 11,556     |  
|                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by financing activities                                  |  |      | 16,064     |   |      |   | 21,556     |  
|                                                                           |  |      |            |   |      |   |            |  
|Net increase (decrease) in cash and cash equivalents                       |  |      | 528,616    |   |      |   | (1,341,997 | )
|                                                                           |  |     
|Cash and cash equivalents, beginning of period                             |  |      | 4,033,158  |   |      |   | 4,598,843  |  
|                                                                           |  |      |            |   |      |   |            |  
|Cash and cash equivalents, end of period                                   |  | $    | 4,561,774  |   |      | $ | 3,256,846  |  
|                                                                           |  |      |            |   |      |   |            |  

The accompanying notes are an integral part of the consolidated financial statements.



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

Fremont Michigan InsuraCorp,
Inc. and subsidiary (collectively, the Company) includes Fremont Michigan InsuraCorp, Inc. (FMIC) and its wholly owned subsidiary Fremont Insurance Company (FIC). FIC is a Michigan licensed property and casualty
insurance carrier operating exclusively in the State of Michigan and writing principally personal lines, commercial lines, farm and marine insurance policies through independent agents.

The accompanying unaudited consolidated financial statements which include the accounts of FMIC and its wholly-owned subsidiary, FIC, have been prepared in accordance with accounting principles generally accepted in
the United States of America (GAAP). All significant intercompany transactions have been eliminated.

The accompanying unaudited consolidated
financial statements for the interim periods included herein are unaudited; however, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to a fair presentation of
the financial position, results of operations, and cash flows for the interim periods. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year. The accompanying unaudited consolidated
financial statements should be read with the annual consolidated financial statements and notes contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. New Accounting Pronouncements

In December 2007, the FASB issued
Statement of Financial Accounting Standards No. 141(R), Business Combinations (SFAS 141(R)). The Standard will significantly change the financial accounting and reporting of business combination transactions. SFAS 141(R) establishes
principles for how an acquirer recognizes and measures the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for acquisition dates on or after the
beginning of an entitys first year that begins after December 15, 2008. The Company does not expect the implementation of SFAS 141(R) to have a material impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting
Research Bulletin No. 51 (SFAS No. 160). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated
net income attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160
also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008. The Company does not expect the implementation of SFAS 160 to have a material impact on its consolidated financial statements.

In
February 2007, the FASB issued FSP No. FAS 158-1, Conforming Amendments to the Illustrations in FASB Statements No. 87, No. 88 and No. 106 and to the Related Staff Implementation Guides. This FSP provides conforming
amendments to the illustrations in SFAS 87, 88, and 106 and to related staff implementation guides as a result of the issuance of SFAS 158. The conforming amendments made by this FSP are effective as of the effective dates of SFAS 158. The
unaffected guidance that this FSP codifies into SFAS 87, 88, and 106 does not contain new requirements and therefore does not require a separate effective date or transition method. The implementation of FSP No. FAS 158-1 did not have a material
impact on the Companys consolidated financial statements.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110, Use of a
Simplified Method in Developing Expected Term of Share Options (SAB 110). SAB 110 expresses the current view of the staff that it will accept a companys election to use the simplified method discussed in SAB 107 for estimating the
expected term of plain vanilla share options regardless of whether the company has sufficient information to make more refined estimates. The staff noted that it understands that detailed information



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)



about employee exercise patterns may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The implementation of SAB 110 did not have a material impact on the Companys consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, (SFAS
No. 161). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 161 requires qualitative disclosures
about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. This
statement is effective for financial statements issued for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161 will not affect our consolidated financial condition and results of operations, but may require
additional disclosures if we enter into derivative and hedging activities.

Note 3. Fair Value Measurements

Our available-for-sale investment portfolio consists of fixed maturity and equity securities (mutual funds), and is recorded at fair value in the accompanying
Consolidated Balance Sheets in accordance with Financial Accounting Standards Board (FASB) Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities. The change in the fair value of these
investments is recorded as a component of other comprehensive income.

We adopted FASB Statement No. 159, The Fair Value Option of Financial
Assets and Financial Liabilities (SFAS No. 159) effective January 1, 2008. Under this standard, we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in
fair value recorded in earnings. We elected not to measure any eligible items using the fair value option in accordance with SFAS No. 159. We believe the current accounting is appropriate for our investments as we have the ability to
hold our investments for the long-term, therefore, SFAS No. 159 did not have any impact on our consolidated financial condition or results of operations.

We also adopted FASB Statement No. 157, Fair Value Measurements (SFAS No. 157) effective January 1, 2008. SFAS No. 157 defines fair value as the price that would be received to sell an asset or
would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date, and establishes a framework to make the measurement of fair value more consistent and
comparable. In determining fair value, we primarily use prices and other relevant information generated by market transactions involving identical or comparable assets (market approach). We have determined that our fair value
measurements are in accordance with the requirements of SFAS No. 157, therefore, the implementation of SFAS No. 157 did not have any impact on our consolidated financial condition or results of operations. The implementation of
SFAS No. 157 resulted in expanded disclosures about securities measured at fair value, as discussed below.

SFAS No. 157 established a
three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting
entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to each security in our available-for-sale
portfolio is based on our assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The three hierarchy levels are defined as follows:

Level 1

Valuations based on unadjusted quoted market prices in
active markets for identical securities. The fair value of fixed maturity and equity securities (mutual funds) included in the Level 1 category were based on quoted prices that are readily and regularly available in an active market. The Level
1 category includes publicly traded equity securities (mutual funds) and U.S. Government Treasury and Agency securities.

Level 2

Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not
active; or other inputs that are observable, either directly or indirectly. The fair value of fixed maturity securities in the Level 2 category were based on the market values obtained from an independent pricing service that were



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##### Table of Contents

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)



evaluated using pricing models that vary by asset class and incorporate available trade, bid and other market information. The independent pricing service
also monitors market indicators, industry and economic events. For broker-quoted only securities, quotes are obtained from market makers or broker-dealers that it recognizes to be market participants. The Level 2 category includes corporate
bonds, municipal bonds, and mortgage-backed securities.

Level 3

Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment. The Company did not hold any available-for-sale investments on the
measurement date that are classified in the Level 3 category.

If the inputs used to measure fair value fall in different levels of the fair value
hierarchy, a financial securitys hierarchy level is based upon the lowest level of input that is significant to the fair value measurement

The
following table presents our available-for-sale investments measured at fair value on a recurring basis as of March 31, 2008 classified by the SFAS No. 157 valuation hierarchy (as discussed above):



|                                |  |       |            |                               |   |           |  |         |            |  |   |  
|------------------------------- |  | ----- | ---------- | ----------------------------- | - | --------- |  | ------- | ---------- |  | - | -
|                                |  |       |            | Fair Value Measurements Using
|                                |  | Total |            | Level 1                       |   | Level 2   |  | Level 3
|Available-for-Sale Investments: |  |       |            |                               |   |           |  |         |            |  |   |  
|Fixed Maturity Securities       |  | $     | 49,823,840 |                               | $ | 541,445   |  | $       | 49,282,395 |  | $ | 
|Equity Securities-Mutual Funds  |  |       | 7,356,610  |                               |   | 7,356,610 |  |         |           |  |   | 
|                                |  |       |            |                               |   |           |  |         |            |  |   |  
|Total                           |  | $     | 57,180,450 |                               | $ | 7,898,055 |  | $       | 49,282,395 |  | $ | 
|                                |  |       |            |                               |   |           |  |         |            |  |   |  

4. Comprehensive Income

The Companys comprehensive income for the three months ended March 31, are as follows:



|                                                                                     |  |      |           |   |      |   |           |  
|------------------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                                     |  | 2008 |           |   | 2007 |  
|Net income                                                                           |  | $    | 1,104,454 |   |      | $ | 803,475   |  
|                                                                                     |  |     
|Other comprehensive income, net of tax:                                              |  |      |           |   |      |   |           |  
|Unrealized (losses) gains on investments                                             |  |      | (721,907  | ) |      |   | 311,147   |  
|Reclassification adjustment for realized gains on investments included in net income |  |      | (104,677  | ) |      |   | (18,466   | )
|Amortization of prior service credit                                                 |  |      | (14,137   | ) |      |   | (14,137   | )
|Amortization of net actuarial loss                                                   |  |      | 2,022     |   |      |   | 3,348     |  
|                                                                                     |  |      |           |   |      |   |           |  
|Other comprehensive income (loss), net of tax                                        |  |      | (838,699  | ) |      |   | 281,892   |  
|                                                                                     |  |      |           |   |      |   |           |  
|Comprehensive income                                                                 |  | $    | 265,755   |   |      | $ | 1,085,367 |  
|                                                                                     |  |      |           |   |      |   |           |  

5. Earnings Per Share

Basic earnings per share has been calculated by dividing net income by the weighted-average common shares outstanding. Diluted earnings per share has been calculated by dividing net income by the weighted-average common shares outstanding
and the weighted-average dilutive share equivalents outstanding. The computation of basic and diluted earnings per share for the three months ended March 31 is as follows:



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)



|                                                                                          |  |      |           |      |   |          
|----------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|                                                                                          |  | 2008 |           | 2007
|Numerator for basic and diluted earnings per share:                                       |  |      |           |      |   |          
|Net income                                                                                |  | $    | 1,104,454 |      | $ | 803,475  
|                                                                                          |  |      |           |      |   |          
|Denominator:                                                                              |  |      |           |      |   |          
|Denominator for basic earnings per share  weighted average shares outstanding            |  |      | 1,728,141 |      |   | 1,726,612
|Effect of dilutive stock options                                                          |  |      | 35,734    |      |   | 36,127   
|                                                                                          |  |      |           |      |   |          
|Denominator for diluted earnings per share  adjusted weighted average shares outstanding |  |      | 1,763,875 |      |   | 1,762,739
|                                                                                          |  |      |           |      |   |          
|Basic earnings per share                                                                  |  | $    | 0.64      |      | $ | 0.47     
|Diluted earnings per share                                                                |  | $    | 0.63      |      | $ | 0.46     

6. Segment Information

The Company defines its operations as property and casualty insurance operations. The Company writes four major insurance lines exclusively in the State of Michigan: Personal Lines, Commercial Lines, Farm and Marine. The separate financial
information of these four major insurance lines is consistent with the way results are regularly evaluated by management in deciding how to allocate resources and in assessing performance. All revenues are generated from external customers and the
Company does not have a significant reliance on any single major customer.

The Company evaluates product line profitability based on underwriting gain
(loss). Certain expenses are allocated based on net premiums earned and net losses incurred. Underwriting gain (loss) by product line would change if different methods were applied.

The Company does not allocate assets, net investment income, net realized gains on investments, other income (expense) or interest expense to its product lines. In addition, the Company does not separately identify
depreciation expense related to the building by product line as such disclosure would be impracticable.



10



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##### Table of Contents

Segment data for the three months ended March 31 are as follows:

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)



|                                                         |  |      |            |   |      |   |            |  
|-------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                         |  | 2008 |            |   | 2007 |  
|Net premiums earned:                                     |  |      |            |   |      |   |            |  
|Personal lines                                           |  | $    | 7,864,128  |   |      | $ | 6,955,775  |  
|Commercial lines                                         |  |      | 1,803,700  |   |      |   | 1,805,555  |  
|Farm                                                     |  |      | 1,110,786  |   |      |   | 1,079,520  |  
|Marine                                                   |  |      | 438,291    |   |      |   | 424,443    |  
|                                                         |  |      |            |   |      |   |            |  
|Total net premiums earned                                |  |      | 11,216,905 |   |      |   | 10,265,293 |  
|                                                         |  |      |            |   |      |   |            |  
|Loss and loss adjustment expenses:                       |  |      |            |   |      |   |            |  
|Personal lines                                           |  |      | 4,735,268  |   |      |   | 4,165,283  |  
|Commercial lines                                         |  |      | 1,185,601  |   |      |   | 1,098,391  |  
|Farm                                                     |  |      | 429,640    |   |      |   | 512,646    |  
|Marine                                                   |  |      | (14,010    | ) |      |   | 54,350     |  
|                                                         |  |      |            |   |      |   |            |  
|Total loss and loss adjustment expenses                  |  |      | 6,336,499  |   |      |   | 5,830,670  |  
|                                                         |  |      |            |   |      |   |            |  
|Policy acquisition and other underwriting expenses:      |  |      |            |   |      |   |            |  
|Personal lines                                           |  |      | 2,848,576  |   |      |   | 2,607,501  |  
|Commercial lines                                         |  |      | 653,344    |   |      |   | 676,845    |  
|Farm                                                     |  |      | 402,354    |   |      |   | 404,678    |  
|Marine                                                   |  |      | 158,760    |   |      |   | 159,110    |  
|                                                         |  |      |            |   |      |   |            |  
|Total policy acquisition and other underwriting expenses |  |      | 4,063,034  |   |      |   | 3,848,134  |  
|                                                         |  |      |            |   |      |   |            |  
|Underwriting gain (loss):                                |  |      |            |   |      |   |            |  
|Personal lines                                           |  |      | 280,284    |   |      |   | 182,991    |  
|Commercial lines                                         |  |      | (35,245    | ) |      |   | 30,319     |  
|Farm                                                     |  |      | 278,792    |   |      |   | 162,196    |  
|Marine                                                   |  |      | 293,541    |   |      |   | 210,983    |  
|                                                         |  |      |            |   |      |   |            |  
|Total underwriting gain                                  |  |      | 817,372    |   |      |   | 586,489    |  
|                                                         |  |     
|Net investment income                                    |  |      | 516,236    |   |      |   | 491,407    |  
|Net realized gains on investments                        |  |      | 158,602    |   |      |   | 27,979     |  
|Other income, net                                        |  |      | 138,141    |   |      |   | 104,406    |  
|Interest expense                                         |  |      |           |   |      |   | (50,580    | )
|                                                         |  |      |            |   |      |   |            |  
|Income before federal income taxes                       |  | $    | 1,630,351  |   |      | $ | 1,159,701  |  
|                                                         |  |      |            |   |      |   |            |  



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)



7. Other Postretirement Plan

The Company provides certain postretirement health care benefits for retired employees. The components of the net periodic benefit cost for the three months ended March 31 are as follows:



|                                                |  |      |         |   |      |   |         |  
|----------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                |  | 2008 |         |   | 2007 |  
|Components of net periodic benefit cost:        |  |      |         |   |      |   |         |  
|Service cost                                    |  | $    | 2,844   |   |      | $ | 2,895   |  
|Interest cost                                   |  |      | 25,276  |   |      |   | 26,231  |  
|Amortization of unrecognized prior service cost |  |      | (21,421 | ) |      |   | (21,421 | )
|Amortization of unrecognized net actuarial loss |  |      | 3,063   |   |      |   | 5,073   |  
|                                                |  |      |         |   |      |   |         |  
|Net periodic benefit cost                       |  | $    | 9,762   |   |      | $ | 12,778  |  
|                                                |  |      |         |   |      |   |         |  

As this plan is not pre-funded, no contributions other than those necessary to cover benefit payments are
anticipated. For the three months ended March 31, 2008 the Company has made contributions to the plan of approximately $29,000. During 2008, the Company expects to contribute a total of $57,000 to the plan to cover anticipated benefit payments.

8. Reinsurance

The effect of reinsurance on premiums
written and earned and losses and LAE incurred for the three months ended March 31, 2008 and 2007, was as follows:



|                          |  |         |            |   |        |   |            |         |  |   |            |   |  |   |            |  
|------------------------- |  | ------- | ---------- | - | ------ | - | ---------- | ------- |  | - | ---------- | - |  | - | ---------- | -
|                          |  | 2008    |            |   | 2007   |  
|                          |  | Written |            |   | Earned |   |            | Written |  |   | Earned     |  
|Direct                    |  | $       | 12,063,702 |   |        | $ | 13,720,683 |         |  | $ | 10,962,905 |   |  | $ | 12,588,519 |  
|Assumed                   |  |         | 17,650     |   |        |   | 19,728     |         |  |   | 14,381     |   |  |   | 17,826     |  
|Ceded                     |  |         | (2,504,486 | ) |        |   | (2,523,506 | )       |  |   | (2,345,477 | ) |  |   | (2,341,052 | )
|                          |  |         |            |   |        |   |            |         |  |   |            |   |  |   |            |  
|Net premiums              |  | $       | 9,576,866  |   |        | $ | 11,216,905 |         |  | $ | 8,631,809  |   |  | $ | 10,265,293 |  
|                          |  |         |            |   |        |   |            |         |  |   |            |   |  |   |            |  
|                          |  |         |            |  
|                          |  |         |            |   |        |   |            | 2008    |  |   | 2007       |  
|Loss and LAE incurred     |  |         |            |   |        |   |            |         |  | $ | 6,654,615  |   |  | $ | 6,008,830  |  
|Reinsurance recoveries    |  |         |            |   |        |   |            |         |  |   | (318,116   | ) |  |   | (178,160   | )
|                          |  |         |            |   |        |   |            |         |  |   |            |   |  |   |            |  
|Net loss and LAE incurred |  |         |            |   |        |   |            |         |  | $ | 6,336,499  |   |  | $ | 5,830,670  |  
|                          |  |         |            |   |        |   |            |         |  |   |            |   |  |   |            |  

9. Federal Income Taxes

The provision for income taxes consists of the following:



|                 |  |                             |         |      |   |        
|---------------- |  | --------------------------- | ------- | ---- | - | -------
|                 |  | Three Months EndedMarch 31,
|                 |  | 2008                        |         | 2007
|Current expense  |  | $                           | 484,445 |      | $ | 229,562
|Deferred expense |  |                             | 41,452  |      |   | 126,664
|                 |  |                             |         |      |   |        
|Total            |  | $                           | 525,897 |      | $ | 356,226
|                 |  |                             |         |      |   |        

Actual federal income taxes vary from amounts computed by applying the current federal income tax rate of 34
percent to income before federal income taxes due to the following:



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Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)



|                                   |  |                              |           |   |      |      |    |  |   |           |   |  |      |   
|---------------------------------- |  | ---------------------------- | --------- | - | ---- | ---- | -- |  | - | --------- | - |  | ---- | --
|                                   |  | Three Months Ended March 31, |          
|                                   |  | 2008                         |           |   | 2007 |     
|Income before federal income taxes |  | $                            | 1,630,351 |   |      |      |    |  | $ | 1,159,701 |   |  |      |   
|                                   |  |                              |           |   |      |      |    |  |   |           |   |  |      |   
|Tax at statutory rate              |  |                              | 554,319   |   |      | 34.0 | %  |  |   | 394,298   |   |  | 34.0 | % 
|Tax effect of :                    |  |                              |           |   |      |      |    |  |   |           |   |  |      |   
|Nontaxable investment income       |  |                              | (76,814   | ) |      | (4.7 | )% |  |   | (40,342   | ) |  | (3.5 | )%
|Nondeductible expenses, net        |  |                              | 1,695     |   |      | 0.1  | %  |  |   | 2,270     |   |  | 0.2  | % 
|Other, net                         |  |                              | 46,697    |   |      | 2.9  | %  |  |   |          |   |  |     |   
|                                   |  |                              |           |   |      |      |    |  |   |           |   |  |      |   
|                                   |  | $                            | 525,897   |   |      | 32.3 | %  |  | $ | 356,226   |   |  | 30.7 | % 
|                                   |  |                              |           |   |      |      |    |  |   |           |   |  |      |   

Deferred federal income tax assets and liabilities are recognized for the estimated future tax consequences
attributable to the difference between financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected
to be realized. In determining the need for a valuation allowance, the Companys management reviews both positive and negative evidence, including current and historical results of operations, the annual limitation on utilization of net
operating loss carryforwards pursuant to Internal Revenue Code Section 382 (Section 382), future income projections and the overall prospects of our business. Based upon managements assessment of all available evidence,
including the Companys cumulative net income for recent fiscal years, estimates of current and future profitability and the overall prospects of our business, it has been determined that as of March 31, 2008 it is more likely than not
that sufficient taxable income will exist in the periods of reversal in order to realize the net deferred tax asset. Based on the annual Section 382 limitation of the utilization of net operating loss carryforwards management has determined
that approximately $2,971,000 of net operating loss carryforwards will not be realized and therefore a valuation allowance of approximately $1,010,000 will be maintained for the deferred tax asset associated with these amounts.

At March 31, 2008 and December 31, 2007 the tax effects of temporary differences that give rise to deferred federal income tax assets and liabilities are as
follows:



|                                                      |  |               |            |   |                  |   |            |  
|----------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                      |  | March 31,2008 |            |   | December 31,2007 |  
|                                                      | 
|Deferred federal income tax assets arising from:      |  |               |            |   |                  |   |            |  
|Loss and loss adjustment expense reserves             |  | $             | 376,943    |   |                  | $ | 378,886    |  
|Unearned premium reserves                             |  |               | 1,469,501  |   |                  |   | 1,564,457  |  
|Postretirement benefits accrued                       |  |               | 645,418    |   |                  |   | 644,380    |  
|Unrealized losses on investments                      |  |               | 46,468     |   |                  |   |           |  
|Net operating loss carryforward                       |  |               | 2,464,437  |   |                  |   | 2,498,439  |  
|Alternative minimum tax credit carryforward           |  |               | 357,697    |   |                  |   | 357,697    |  
|Other deferred tax assets                             |  |               | 175,982    |   |                  |   | 160,995    |  
|                                                      |  |               |            |   |                  |   |            |  
|Total deferred federal income tax assets              |  |               | 5,536,446  |   |                  |   | 5,604,854  |  
|                                                      |  |               |            |   |                  |   |            |  
|Deferred federal income tax liabilities arising from: |  |               |            |   |                  |   |            |  
|Deferred policy acquisition costs                     |  |               | (1,083,536 | ) |                  |   | (1,159,411 | )
|Unrealized gains on investments                       |  |               |           |   |                  |   | (379,348   | )
|Property and equipment                                |  |               | (93,348    | ) |                  |   | (94,719    | )
|Other deferred tax liabilities                        |  |               | (38,271    | ) |                  |   | (40,691    | )
|                                                      |  |               |            |   |                  |   |            |  
|Total deferred federal income tax liabilities         |  |               | (1,215,155 | ) |                  |   | (1,674,169 | )
|                                                      |  |               |            |   |                  |   |            |  
|Net deferred federal income tax asset                 |  |               | 4,321,291  |   |                  |   | 3,930,685  |  
|                                                      |  |              
|Valuation allowance                                   |  |               | (1,010,037 | ) |                  |   | (1,010,037 | )
|                                                      |  |               |            |   |                  |   |            |  
|Net deferred tax asset                                |  | $             | 3,311,254  |   |                  | $ | 2,920,648  |  
|                                                      |  |               |            |   |                  |   |            |  



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##### Table of Contents

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

The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes thereto included
elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2007, particularly Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
in the Annual Report.

Fremont Michigan InsuraCorp, Inc. (the Company or the Holding Company) and Fremont Insurance
Company (the Insurance Company) may from time to time make written or oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission (including this Quarterly Report
on Form 10-Q and the exhibits hereto and thereto), in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. You can find many of these statements by looking for words such as believes, intends, expects, plans, anticipates, seeks, estimates,
projects, or similar expressions in this report. Determination of loss and loss adjustment expense reserves and amounts due from reinsurers are based substantially on estimates and the amounts so determined are inherently
forward-looking.

The forward-looking statements are subject to numerous assumptions, risks and uncertainties. We have identified several
important factors that could cause actual results to differ materially from any results discussed, contemplated, projected, forecast, estimated or budgeted in the forward-looking information. These factors, which are listed below, are difficult to
predict and many are beyond our control:



| |  |  | future economic conditions and the legal and regulatory environment in Michigan;
| | - |  | --------------------------------------------------------------------------------



| |  |  | the effects of weather-related and other catastrophic events;
| | - |  | -------------------------------------------------------------



| |  |  | financial market conditions, including, but not limited to, changes in fiscal, monetary and tax policies, interest rates and values of investments;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of acts of terrorism and acts of war on investment and reinsurance markets;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | inflation;
| | - |  | ----------



| |  |  | the cost, availability and collectibility of reinsurance;
| | - |  | ---------------------------------------------------------



| |  |  | estimates and adequacy of loss reserves and trends in losses and loss adjustment expenses;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | heightened competition, including specifically the intensification of price competition, the entry of new competitors and the development of new products by new and
existing competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our inability to obtain regulatory approval of, or to implement, premium rate increases;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | inability to carry out marketing and sales plans, including, among others, development of new products or changes to existing products and acceptance of the new or
revised products in the market;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unanticipated changes in industry trends and ratings assigned by nationally recognized rating organizations;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | adverse litigation or arbitration results;
| | - |  | ------------------------------------------



| |  |  | technological change;
| | - |  | ---------------------



| |  |  | the ability to carry out our business plans; and
| | - |  | ------------------------------------------------



| |  |  | adverse changes in applicable laws, regulations or rules governing insurance holding companies and insurance companies, and changes that affect the cost of, or
demand for, our products.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because forward-looking information is subject to various risks and uncertainties, actual
results may differ materially from those expressed or implied by the forward-looking information. Therefore, we caution you not to place undue reliance on this forward-looking information, which speaks only as of the date of this filing. All
subsequent written and oral forward-looking information attributable to the Holding Company or the Insurance Company or any person acting on our behalf is expressly qualified in its entirety by the cautionary statements contained or referred to in
this section. We do not undertake any obligation to publicly release any revisions that may be made to any forward-looking statements to reflect events or circumstances occurring after the date of this filing.



Overview of Fremont Michigan InsuraCorp, Inc.

Fremont Michigan InsuraCorp, Inc. is a holding company owning all of the outstanding shares of Fremont Insurance Company. Fremont Insurance Company is a
Michigan licensed property and casualty insurer operating exclusively in the State of Michigan and writing principally personal lines, commercial lines, farm and marine insurance policies through independent agents. We were founded in 1876 and have
served Michigan policyholders for over 132 years. We market policies through approximately 175 independent insurance agencies. The Insurance Company has a B++ rating (Good) by A.M. Best. The Holding Company is subject to regulation by
the Michigan Office of Financial and Insurance Regulation (OFIR) as its primary regulator because it is the holding company for Fremont Insurance Company. As of March 31, 2008, we had approximately 61,150 policies in force and
assets of $85.4 million.



14



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##### Table of Contents

General

We use accounting principles that are in compliance with those generally accepted in the United States of America (GAAP). Managements discussion and analysis covers the Companys financial condition and results of operations for
the three months ended March 31, 2008 and 2007. The Companys fiscal year ends on December 31.

Critical Accounting Policies and
Estimates

General. Our discussion and analysis of financial condition, results of operations and liquidity and capital
resources is based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, expenses and related disclosures. We generally base our estimates on historical experience or other appropriate assumptions that we believe are reasonable and relevant under the circumstances and evaluate them on an ongoing
basis. The results of these estimation processes form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

We believe the critical accounting policies and estimates discussed below reflect our more significant
judgments and estimates used in the preparation of the consolidated financial statements. These may be further commented upon in applicable sections on Results of Operations and Liquidity and Capital Resources that follow. These policies are more
fully described below as well as in our 2007 Annual Report on Form 10-K. There have been no material changes to these policies during the most recent quarter.

Liabilities for Loss and Loss Adjustment Expenses. The liability for losses and loss adjustment expenses represents estimates of the ultimate unpaid cost of all losses incurred, including losses
for claims that have not yet been reported. The amount of loss reserves for reported claims is based primarily upon a case-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim and the insurance
policy provisions relating to the type of loss. The amounts of loss reserves for unreported claims and loss adjustment expenses are determined using historical information by line of insurance as adjusted to current conditions. Inflation is
ordinarily implicitly provided for in the reserving function through analysis of costs, trends and reviews of historical reserving results over multiple years.

When a claim is reported to us, our claims representatives establish a case reserve for the estimated amount of the ultimate payment. This estimate reflects an informed judgment based upon general
insurance reserving practices and on the experience and knowledge of the estimator. The individual estimating the reserve considers the nature and value of the specific claim, the severity of injury or damage, and the policy provisions relating to
the type of loss. Case reserves are adjusted by our claims staff as more information becomes available. It is our policy to settle each claim as expeditiously as possible.

We maintain incurred but not reported (IBNR) reserves to provide for already incurred claims that have not yet been reported and developments
on reported claims. The IBNR reserve is determined by estimating our ultimate net liability for both reported and IBNR claims and then subtracting the case reserves and payments made to date for reported claims.

Reserves are closely monitored and are recomputed periodically using the most recent information on reported claims and a variety of statistical
techniques. Each quarter we review existing reserves, new claims, changes to existing case reserves, and paid losses with respect to the current and prior accident years. In connection with the determination of the reserves, we also consider other
specific factors such as recent weather-related losses, trends in historical paid losses, and legal and judicial trends with respect to theories of liability. We review our loss reserves to ascertain whether new developments have occurred which
would require adjustment to our ultimate loss estimates. The quarterly review also involves roundtable discussion involving the claims, underwriting and accounting departments. Discussion is generally focused on claims involving liability and those
claims that involve significant judgment. Because the establishment of loss reserves is an inherently uncertain process, we cannot be certain that ultimate losses will not exceed the established loss reserves and have a material adverse effect on
the Companys results of operations and financial condition. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made.

Reserves are estimates because there are uncertainties inherent in the determination of ultimate losses. Court decisions, regulatory
changes and economic conditions can affect the ultimate cost of claims that occurred in the past as well as create uncertainties regarding future loss cost trends. Accordingly, the ultimate liability for unpaid losses and loss adjustment expenses
will likely differ from the amount recorded at March 31, 2008.



15



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##### Table of Contents

We have four business segments: personal, commercial, farm and marine. The following table shows the
breakdown of our loss and LAE reserves between reported losses and IBNR losses by segment as of March 31, 2008 and December 31, 2007 (in thousands):



|                |  |               |        |                  |   |       
|--------------- |  | ------------- | ------ | ---------------- | - | ------
|                |  | March 31,2008 |        | December 31,2007
|Reported losses |  |               |        |                  |   |       
|Personal        |  | $             | 5,767  |                  | $ | 6,211 
|Commercial      |  |               | 3,030  |                  |   | 2,690 
|Farm            |  |               | 603    |                  |   | 656   
|Marine          |  |               | 805    |                  |   | 883   
|                |  |               |        |                  |   |       
|                |  |               | 10,205 |                  |   | 10,440
|                |  |               |        |                  |   |       
|IBNR losses     |  |               |        |                  |   |       
|Personal        |  |               | 3,888  |                  |   | 3,830 
|Commercial      |  |               | 3,161  |                  |   | 3,121 
|Farm            |  |               | 335    |                  |   | 329   
|Marine          |  |               | 339    |                  |   | 339   
|                |  |               |        |                  |   |       
|                |  |               | 7,723  |                  |   | 7,619 
|                |  |               |        |                  |   |       
|Total           |  |               |        |                  |   |       
|Personal        |  |               | 9,655  |                  |   | 10,041
|Commercial      |  |               | 6,191  |                  |   | 5,811 
|Farm            |  |               | 938    |                  |   | 985   
|Marine          |  |               | 1,144  |                  |   | 1,222 
|                |  |               |        |                  |   |       
|                |  | $             | 17,928 |                  | $ | 18,059
|                |  |               |        |                  |   |       

The reserves are reported gross of any amounts recoverable from reinsurers and are reduced for
anticipated salvage and subrogation. Anticipated salvage and subrogation as of March 31, 2008 and December 31, 2007, was approximately $296,000 and $344,000, respectively.

Investments.All of the Companys investments are classified as available-for-sale and are those investments that would
be available to be sold in response to the Companys liquidity needs, changes in market interest rates and asset-liability management strategies, among others. Available-for-sale investments are recorded at fair value, with the corresponding
unrealized appreciation or depreciation, net of deferred income taxes and any corresponding deferred tax asset valuation allowance, reported as a component of accumulated other comprehensive income or loss until realized.

The Company reviews the status and market value changes of its investment portfolio on at least a quarterly basis during the year, and any provisions for
other-than-temporary impairments in the portfolios value are evaluated and established at each quarterly balance sheet date. In reviewing investments for other than temporary impairment, the Company, in addition to an investments market
price history and its intent and ability to hold fixed maturity investments until maturity, considers the issuers operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current
audit opinion, industry and securities markets conditions, and analyst expectations, in their totality to reach its conclusions. When a security in the Companys investment portfolio has an unrealized loss in value that is deemed to be other
than temporary, the Company reduces the book value of such security to its current market value, recognizing the decline as a realized loss in the statement of operations. Any future increases in the market value of investments written down are
reflected as changes in unrealized gains as part of accumulated other comprehensive income within stockholders equity.

Reinsurance.The Company accounts for reinsurance contracts under the provisions of Statement of Financial Accounting Standards (SFAS), No. 113, Accounting and Reporting for Reinsurance on
Short-Duration and Long-Duration Contracts. Net premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from
reinsurers related to the portions of the liability for losses and LAE and unearned premiums ceded to them are reported as assets. Reinsurance assumed from other companies, including assumed premiums written and earned and losses and LAE, is
accounted for in the same manner as direct insurance written.

Reinsurance recoverables include balances due from reinsurance
companies for paid and unpaid losses and LAE that will be recovered from reinsurers, based on contracts in force. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy.
Reinsurance contracts do not relieve the Company from its primary obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk with respect to the individual reinsurer that participates in its ceded programs to minimize its exposure to significant losses from reinsurer insolvencies. When necessary the

Company holds collateral in the form of letters of credit or trust accounts for amounts recoverable from reinsurers that are not considered authorized insurers by the
State of Michigan Office of Financial and Insurance Regulation.



16



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##### Table of Contents

At March 31, 2008 and December 31, 2007, the Companys recoverable from reinsurers was
comprised of the following:



|                            |  |               |           |                  |   |          
|--------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                            |  | March 31,2008 |           | December 31,2007
|Paid losses and LAE         |  | $             | 715,086   |                  | $ | 988,324  
|Unpaid losses and LAE       |  |               | 5,487,055 |                  |   | 5,600,523
|                            |  |               |           |                  |   |          
|Amounts due from reinsurers |  | $             | 6,202,141 |                  | $ | 6,588,847
|                            |  |               |           |                  |   |          

Federal Income Taxes.Deferred federal income tax assets and
liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which these 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 income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

Description of Ratios Analyzed.In the analysis of our operating results that follows, we refer to various financial ratios and other
measures that management uses to analyze and compare the underwriting results of our insurance operations. We calculate the loss and LAE ratio, policy acquisition and other underwriting expense ratio and combined ratio on a GAAP basis. As such, we
calculate these ratios by using net premiums earned as the denominator. There have been no material changes to the calculation and use of these ratios during the most recent quarter. The Company also calculates underwriting gain (loss) on a GAAP
basis. This measure equals the net premiums earned less loss and loss adjustment expenses as well as policy acquisition and other underwriting expenses. It is another measure used by management and insurance regulators to evaluate the underwriting
performance of our insurance operations.

Results of Operations  Three Months Ended March 31, 2008 and 2007

Consolidated Results of Operations. The following table shows the underwriting gain or loss as well as other revenue and expense items
included in our unaudited consolidated statements of income for the three months ended March 31, 2008 and 2007. The Companys underwriting gain or loss consists of net premiums earned less loss and LAE and policy acquisition and other
underwriting expenses. The Companys underwriting performance is the most important factor in evaluating the overall results of operations given the fluctuations which can occur in loss and LAE due to weather related events as well as the
uncertainties involved in the process of estimating reserves for losses and LAE. The underwriting results and the fluctuations in other revenue and expense items are discussed in greater detail below.



|                                    |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   
|----------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ------ |  | - | ---------- | - |  | ------ | --
|                                    |  |      |           |   |      |   |           | Change | 
|                                    |  | 2008 |           |   | 2007 |   |           | Dollar |  |   | Percentage |  
|Underwriting gain (loss)            |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   
|Personal                            |  | $    | 280,284   |   |      | $ | 182,991   |        |  | $ | 97,293     |   |  | 53.2   | % 
|Commercial                          |  |      | (35,245   | ) |      |   | 30,319    |        |  |   | (65,564    | ) |  | (216.2 | )%
|Farm                                |  |      | 278,792   |   |      |   | 162,196   |        |  |   | 116,596    |   |  | 71.9   | % 
|Marine                              |  |      | 293,541   |   |      |   | 210,983   |        |  |   | 82,558     |   |  | 39.1   | % 
|                                    |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   
|Total underwriting gain             |  |      | 817,372   |   |      |   | 586,489   |        |  |   | 230,883    |   |  | 39.4   | % 
|Other revenue (expense) items       |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   
|Net investment income               |  |      | 516,236   |   |      |   | 491,407   |        |  |   | 24,829     |   |  | 5.1    | % 
|Net realized gains on investments   |  |      | 158,602   |   |      |   | 27,979    |        |  |   | 130,623    |   |  | 466.9  | % 
|Other income                        |  |      | 138,141   |   |      |   | 104,406   |        |  |   | 33,735     |   |  | 32.3   | % 
|Interest expense                    |  |      |          |   |      |   | (50,580   | )      |  |   | 50,580     |   |  | (100.0 | )%
|                                    |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   
|Total other revenue (expense) items |  |      | 812,979   |   |      |   | 573,212   |        |  |   | 239,767    |   |  | 41.8   | % 
|                                    |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   
|Income before federal income taxes  |  |      | 1,630,351 |   |      |   | 1,159,701 |        |  |   | 470,650    |   |  | 40.6   | % 
|Federal income tax expense          |  |      | (525,897  | ) |      |   | (356,226  | )      |  |   | (169,671   | ) |  | 47.6   | % 
|                                    |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   
|Net income                          |  | $    | 1,104,454 |   |      | $ | 803,475   |        |  | $ | 300,979    |   |  | 37.5   | % 
|                                    |  |      |           |   |      |   |           |        |  |   |            |   |  |        |   



17



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##### Table of Contents

Underwriting Results. The following table shows the components of the Companys
underwriting gain or loss for the three months ended March 31, 2008 and 2007.



|                                                        |  |      |            |   |      |   |            |        |  |   |           |    |  |      |  
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ------ |  | - | --------- | -- |  | ---- | -
|                                                        |  | 2008 |            |   | 2007 |   |            | Change |  |   | % Change  |   
|Direct premiums written                                 |  | $    | 12,063,702 |   |      | $ | 10,962,905 |        |  | $ | 1,100,797 |    |  | 10.0 | %
|                                                        |  |      |            |   |      |   |            |        |  |   |           |    |  |      |  
|Net premiums written                                    |  | $    | 9,576,866  |   |      | $ | 8,631,809  |        |  | $ | 945,057   |    |  | 10.9 | %
|                                                        |  |      |            |   |      |   |            |        |  |   |           |    |  |      |  
|Net premiums earned                                     |  | $    | 11,216,905 |   |      | $ | 10,265,293 |        |  | $ | 951,612   |    |  | 9.3  | %
|Loss and LAE                                            |  |      | 6,336,499  |   |      |   | 5,830,670  |        |  |   | 505,829   |    |  | 8.7  | %
|Policy acquisition and other underwriting expenses      |  |      | 4,063,034  |   |      |   | 3,848,134  |        |  |   | 214,900   |    |  | 5.6  | %
|                                                        |  |      |            |   |      |   |            |        |  |   |           |    |  |      |  
|Underwriting gain (loss)                                |  | $    | 817,372    |   |      | $ | 586,489    |        |  | $ | 230,883   |    |  | 39.4 | %
|                                                        |  |      |            |   |      |   |            |        |  |   |           |    |  |      |  
|Loss and LAE ratio                                      |  |      | 56.5       | % |      |   | 56.8       | %      |  |   | (0.3      | )% |  |      |  
|Policy acquisition and other underwriting expense ratio |  |      | 36.2       | % |      |   | 37.5       | %      |  |   | (1.3      | )% |  |      |  
|Combined ratio                                          |  |      | 92.7       | % |      |   | 94.3       | %      |  |   | (1.6      | )% |  |      |  

Premiums. The property and casualty industry is affected by soft and hard market
business cycles no different than most other industries. During a soft market price competition tends to increase as insurers are willing to reduce premium rates in order to maintain growth in premium volume. The soft market makes it more difficult
to attract new business as well as retain exposures which are adequately priced. Although we recognize the need to remain competitive in the Michigan market during the current soft market the Company remains committed to its disciplined underwriting
philosophy of only accepting risks which we feel are appropriately priced while declining risks which are under priced for the level of coverage provided.

Direct premiums written by major business segment for the three months ended March 31 are presented in the table below:



|                         |  |      |            |      |   |            |  |   |           |   |  |      |   
|------------------------ |  | ---- | ---------- | ---- | - | ---------- |  | - | --------- | - |  | ---- | --
|                         |  | 2008 |            | 2007 |   | $ Change   |  |   | % Change  |  
|Direct Premiums Written: |  |      |            |      |   |            |  |   |           |   |  |      |   
|Personal                 |  | $    | 8,695,828  |      | $ | 7,553,226  |  | $ | 1,142,602 |   |  | 15.1 | % 
|Commercial               |  |      | 1,980,702  |      |   | 2,018,424  |  |   | (37,722   | ) |  | (1.9 | )%
|Farm                     |  |      | 1,056,693  |      |   | 1,057,575  |  |   | (882      | ) |  | (0.1 | )%
|Marine                   |  |      | 330,479    |      |   | 333,680    |  |   | (3,201    | ) |  | (1.0 | )%
|                         |  |      |            |      |   |            |  |   |           |   |  |      |   
|                         |  | $    | 12,063,702 |      | $ | 10,962,905 |  | $ | 1,100,797 |   |  | 10.0 | % 
|                         |  |      |            |      |   |            |  |   |           |   |  |      |   

While the Michigan market remains soft and very competitive in both personal and commercial lines,
we continue to generate strong growth in direct premiums written which were up 10.0% in the first quarter 2008 compared to the same quarter in 2007. We continue to capitalize on the relationships we have built with our independent agents. During the
soft market, independent agents are placing more emphasis on placing business with carriers that can provide an efficient process for quoting and issuing policies. Over the last two years we have invested heavily in technology, particularly Fremont
Complete which is our web based rating and underwriting platform. Our investment in Fremont Complete has paid significant dividends which is evident by the growth weve experienced in direct premiums written. The Companys goal is to be
the carrier of choice in every one of our independent agencies. The Company is achieving its goal by providing our agents with the path of least resistance in terms of quoting and placing target market business with Fremont.

Direct premiums written for the personal segment increased 15.1%, driven by personal automobile, up 21.8%, and homeowners, up 7.8%. During the first
quarter 2008 the in-force policy count for personal automobile and homeowners increased 5.2% and 1.0%, respectively. Personal new business was down 10.6% while renewal business was up 20.2%. Personal automobile and homeowners new business
premium were down 9.6% and 16.0% respectively, offset by strong renewal premium growth of 29.1% and 13.9%, respectively. The decline in new business premium during the first quarter 2008 is due to the exceptionally high level of new business that
was booked during the first quarter 2007. During the first quarter 2007, the Company had just rolled out the homeowners product within Fremont Complete so we benefited from the initial inflow of new business in homeowners while at the same the
Company was still receiving a solid stream of personal automobile new business as a result of Fremont Complete. Conversely, the increase in renewal premium for both personal automobile and homeowners during the first quarter 2008 is a direct result
of the high level of new business added during the first quarter 2007 coupled with the Companys renewal retention ratio which is in the low nineties.

The commercial segment experienced a decrease of 1.9% in direct premiums written comprised of new business growth of 12.4% offset by a reduction in renewal business of 5.1%. During the first quarter 2008 the in-force
policy count for the commercial segment increased 1.1%. New business growth came from the commercial package policy and commercial automobile product lines while the other major commercial products of businessowners and workers compensation
experienced flat or negative growth. The decline in renewal premiums is driven by the fact that commercial rates continue to erode in the marketplace. The Company reviews all commercial renewals to ensure that we are retaining policies that are
appropriately priced for the risk assumed.



18



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##### Table of Contents

Farm direct premiums written were flat while direct premiums written for the marine segment decreased
1.0%, driven by a drop of 19.5% in new business premiums due to competition and the lagging Michigan economy. Marine renewal premium was up 1.5%.

Net premiums written by major business segment for the three months ended March 31 are presented in the table below:



|                      |  |      |           |      |   |           |  |   |          |   |  |      |   
|--------------------- |  | ---- | --------- | ---- | - | --------- |  | - | -------- | - |  | ---- | --
|                      |  | 2008 |           | 2007 |   | $ Change  |  |   | % Change |  
|Net Premiums Written: |  |      |           |      |   |           |  |   |          |   |  |      |   
|Personal              |  | $    | 6,824,458 |      | $ | 5,836,688 |  | $ | 987,770  |   |  | 16.9 | % 
|Commercial            |  |      | 1,590,058 |      |   | 1,626,866 |  |   | (36,808  | ) |  | (2.3 | )%
|Farm                  |  |      | 894,210   |      |   | 884,294   |  |   | 9,916    |   |  | 1.1  | % 
|Marine                |  |      | 268,140   |      |   | 283,961   |  |   | (15,821  | ) |  | (5.6 | )%
|                      |  |      |           |      |   |           |  |   |          |   |  |      |   
|                      |  | $    | 9,576,866 |      | $ | 8,631,809 |  | $ | 945,057  |   |  | 10.9 | % 
|                      |  |      |           |      |   |           |  |   |          |   |  |      |   

The increase in net premiums written was impacted by an increase of approximately $1,101,000 due
to the overall increase in direct premiums written offset by an increase of $156,000 in ceded premiums written under the Companys reinsurance agreements.

Net premiums earned by major business segment for the three months ended March 31 are presented in the table below:



|                     |  |      |            |      |   |            |  |   |          |   |  |      |   
|-------------------- |  | ---- | ---------- | ---- | - | ---------- |  | - | -------- | - |  | ---- | --
|                     |  | 2008 |            | 2007 |   | $ Change   |  |   | % Change |  
|Net Premiums Earned: |  |      |            |      |   |            |  |   |          |   |  |      |   
|Personal             |  | $    | 7,864,128  |      | $ | 6,955,775  |  | $ | 908,353  |   |  | 13.1 | % 
|Commercial           |  |      | 1,803,700  |      |   | 1,805,555  |  |   | (1,855   | ) |  | (0.1 | )%
|Farm                 |  |      | 1,110,786  |      |   | 1,079,520  |  |   | 31,266   |   |  | 2.9  | % 
|Marine               |  |      | 438,291    |      |   | 424,443    |  |   | 13,848   |   |  | 3.3  | % 
|                     |  |      |            |      |   |            |  |   |          |   |  |      |   
|                     |  | $    | 11,216,905 |      | $ | 10,265,293 |  | $ | 951,612  |   |  | 9.3  | % 
|                     |  |      |            |      |   |            |  |   |          |   |  |      |   

The increase in net premiums earned was impacted by an increase of approximately $1,132,000 due to
the overall increase in direct premiums earned offset by an increase of $180,000 in ceded premiums earned under the Companys reinsurance agreements.



19



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##### Table of Contents

Loss and Loss Adjustment Expenses (LAE). The Companys net loss and LAE, incurred
claim count, average loss and LAE per claim and the loss and LAE ratios for the three months ended March 31 are shown in the tables below:



|                                |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|------------------------------- |  | ---- | --------- | -- | ---- | - | --------- | -------- |  | - | -------- | - |  | ------ | --
|                                |  | 2008 |           |    | 2007 |   |           | $ Change |  |   | % Change |  
|Loss and LAE:                   |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|Personal                        |  | $    | 4,735,268 |    |      | $ | 4,165,283 |          |  | $ | 569,985  |   |  | 13.7   | % 
|Commercial                      |  |      | 1,185,601 |    |      |   | 1,098,391 |          |  |   | 87,210   |   |  | 7.9    | % 
|Farm                            |  |      | 429,640   |    |      |   | 512,646   |          |  |   | (83,006  | ) |  | (16.2  | )%
|Marine                          |  |      | (14,010   | )  |      |   | 54,350    |          |  |   | (68,360  | ) |  | (125.8 | )%
|                                |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|                                |  | $    | 6,336,499 |    |      | $ | 5,830,670 |          |  | $ | 505,829  |   |  | 8.7    | % 
|                                |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|Incurred Claim Count:           |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|Personal                        |  |      | 2,169     |    |      |   | 1,650     |          |  |   | 519      |   |  | 31.5   | % 
|Commercial                      |  |      | 205       |    |      |   | 169       |          |  |   | 36       |   |  | 21.3   | % 
|Farm                            |  |      | 114       |    |      |   | 72        |          |  |   | 42       |   |  | 58.3   | % 
|Marine                          |  |      | 30        |    |      |   | 33        |          |  |   | (3       | ) |  | (9.1   | )%
|                                |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|                                |  |      | 2,518     |    |      |   | 1,924     |          |  |   | 594      |   |  | 30.9   | % 
|                                |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|Average Loss and LAE per Claim: |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|Personal                        |  | $    | 2,183     |    |      | $ | 2,524     |          |  | $ | (341     | ) |  | (13.5  | )%
|Commercial                      |  |      | 5,783     |    |      |   | 6,499     |          |  |   | (716     | ) |  | (11.0  | )%
|Farm                            |  |      | 3,769     |    |      |   | 7,120     |          |  |   | (3,351   | ) |  | (47.1  | )%
|Marine                          |  |      | (467      | )  |      |   | 1,647     |          |  |   | (2,114   | ) |  | (128.4 | )%
|                                |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|                                |  | $    | 2,516     |    |      | $ | 3,030     |          |  | $ | (514     | ) |  | (17.0  | )%
|                                |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|Loss and LAE Ratio:             |  |      |           |    |      |   |           |          |  |   |          |   |  |        |   
|Personal                        |  |      | 60.2      | %  |      |   | 59.9      | %        |  |   |          |  
|Commercial                      |  |      | 65.7      | %  |      |   | 60.8      | %        | 
|Farm                            |  |      | 38.7      | %  |      |   | 47.5      | %        | 
|Marine                          |  |      | (3.2      | )% |      |   | 12.8      | %        | 
|                                |  |      |           |    |      |   |           |          | 
|                                |  |      | 56.5      | %  |      |   | 56.8      | %        | 
|                                |  |      |           |    |      |   |           |          | 

The personal segments first quarter 2008 loss and LAE ratio remained consistent with the
loss and LAE ratio generated in the 2007 quarter. During the 2008 quarter, the Company experienced a reduction in homeowners losses of approximately $350,000 offset by an increase of $952,000 in losses from personal automobile. The reduction in
homeowners losses was due to fewer fire related losses during the 2008 quarter. The increase in personal automobile losses is a result of the growth in premium volume which was up 21.8% coupled with a 40.0% increase in claim frequency
primarily from physical damage type losses. Personal automobile claims increased by 451 claims during the first quarter 2008 compared to the first quarter 2007, which represent 87% of the total increase in the personal segments claim count. The
commercial segments loss and LAE ratio increased 4.9 percentage points and was due to a combination of lower net premiums earned coupled with higher losses associated with freezing pipes and water damage in the businessowners product line. The
farm segment experienced a lower loss and LAE ratio in the 2008 quarter due to fewer fire related losses. The drop in the loss and LAE ratio for the marine line was due to positive development on a prior year claim.

Policy Acquisition and Other Underwriting Expenses.Policy acquisition and other underwriting expenses for the three months ended
March 31 were as follows:



|                                                         |  |      |            |   |      |   |            |        |  |   |          |    |  |     |  
|-------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ------ |  | - | -------- | -- |  | --- | -
|                                                         |  | 2008 |            |   | 2007 |   |            | Change |  |   | % Change |   
|Amortization of deferred policy acquisition costs        |  | $    | 1,879,677  |   |      | $ | 1,799,993  |        |  | $ | 79,684   |    |  | 4.4 | %
|Other underwriting expenses                              |  |      | 2,183,357  |   |      |   | 2,048,141  |        |  |   | 135,216  |    |  | 6.6 | %
|                                                         |  |      |            |   |      |   |            |        |  |   |          |    |  |     |  
|Total policy acquisition and other underwriting expenses |  | $    | 4,063,034  |   |      | $ | 3,848,134  |        |  | $ | 214,900  |    |  | 5.6 | %
|                                                         |  |      |            |   |      |   |            |        |  |   |          |    |  |     |  
|Net premiums earned                                      |  | $    | 11,216,905 |   |      | $ | 10,265,293 |        |  | $ | 951,612  |    |  | 9.3 | %
|                                                         |  |      |            |   |      |   |            |        |  |   |          |    |  |     |  
|Expense ratio                                            |  |      | 36.2       | % |      |   | 37.5       | %      |  |   | (1.3     | )% |  |     |  
|                                                         |  |      |            |   |      |   |            |        |  |   |          |    |  |     |  



20



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Amortization of deferred policy acquisition costs increased during the first quarter of 2008 as compared
to the same period in 2007 as a result of increased earned premium volume. However, as a percentage of net premiums earned DAC amortization decreased from 17.5% to 16.8% as a result of the increased volume of personal automobile premium which pays a
lower commission than other products. The increase in other underwriting expenses is due to increased expense associated with underwriting surveys & inspections as well as licenses and fees both driven by increased premium volume,
compensation expense as a result of annual compensation adjustments and agent incentives driven by improved profitability.

Investment Income.The Companys net investment income excluding realized gains, average invested assets including cash and cash equivalents and the rate of return for the three months ended March 31 are as follows:



|                                               |  |      |            |   |      |   |            |        |  |   |           |   |  |       |   
|---------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ------ |  | - | --------- | - |  | ----- | --
|                                               |  | 2008 |            |   | 2007 |   |            | Change |  |   | % Change  |  
|Fixed maturities                               |  | $    | 566,886    |   |      | $ | 500,693    |        |  | $ | 66,193    |   |  | 13.2  | % 
|Equity securities                              |  |      | 69         |   |      |   | 11,319     |        |  |   | (11,250   | ) |  | (99.4 | )%
|Cash and cash equivalents                      |  |      | 39,009     |   |      |   | 57,579     |        |  |   | (18,570   | ) |  | (32.3 | )%
|                                               |  |      |            |   |      |   |            |        |  |   |           |   |  |       |   
|Gross investment income                        |  |      | 605,964    |   |      |   | 569,591    |        |  |   | 36,373    |   |  | 6.4   | % 
|Less: Investment expenses                      |  |      | (89,728    | ) |      |   | (78,184    | )      |  |   | 11,544    |   |  | 14.8  | % 
|                                               |  |      |            |   |      |   |            |        |  |   |           |   |  |       |   
|Net investment income                          |  | $    | 516,236    |   |      | $ | 491,407    |        |  | $ | 24,829    |   |  | 5.1   | % 
|                                               |  |      |            |   |      |   |            |        |  |   |           |   |  |       |   
|Average invested assets (amortized cost basis) |  | $    | 62,067,890 |   |      | $ | 59,868,294 |        |  | $ | 2,199,596 |   |  | 3.7   | % 
|                                               |  |      |            |   |      |   |            |        |  |   |           |   |  |       |   
|Rate of return on average invested assets      |  |      | 3.3        | % |      |   | 3.3        | %      |  |   | 0.0       | % |  |       |   
|                                               |  |      |            |   |      |   |            |        |  |   |           |   |  |       |   

Gross investment income on a pre-tax basis from fixed maturities increased approximately $66,000
or 13.2% in the first quarter. The increase was driven by higher invested assets within the fixed maturity portfolio which increased by approximately 13% from 2007 to 2008. The change in income had a greater impact on an after-tax basis as a larger
portion of investment income was exempt from federal income tax in the first quarter 2008 (46%) than in the first quarter 2007 (25%). The tax-equivalent portfolio book yield on fixed maturities ended the first quarter of 2008 at 5.29%, versus
4.93% at the end of the first quarter of 2007.

During the quarter ended March 31, 2008, the Company received a small dividend
distribution from one of its equity mutual funds. Whereas during the quarter ended March 31, 2007, the Company received dividend distributions from three of its equity mutual funds. Investment income from cash and cash equivalents was higher
during the first quarter of 2007 due to higher yields and the fact that the Company held a higher level of cash equivalents in contemplation of paying off its surplus notes which were due in September 2007.

Investment expenses increased due to an increase in general expenses allocated to investment activities coupled with increased advisory fees as a result
of growth in the invested assets.

The table below summarizes the net realized gains generated during the three month period ended
March 31:



|                                                |  |      |         |      |   |        |  |          |         |  |       |  
|----------------------------------------------- |  | ---- | ------- | ---- | - | ------ |  | -------- | ------- |  | ----- | -
|                                                |  | 2008 |         | 2007 |   | Change |  | % Change |        
|Net realized gains (losses) - fixed maturities  |  | $    | 66,383  |      | $ |       |  | $        | 66,383  |  | 100.0 | %
|Net realized gains (losses) - equity securities |  |      | 92,219  |      |   | 27,979 |  |          | 64,240  |  | 229.6 | %
|                                                |  |      |         |      |   |        |  |          |         |  |       |  
|Total net realized gains (losses)               |  | $    | 158,602 |      | $ | 27,979 |  | $        | 130,623 |  | 466.9 | %
|                                                |  |      |         |      |   |        |  |          |         |  |       |  



21



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Interest Expense. Interest expense was approximately $50,000 during the three months ended
March 31, 2007. In September 2007 the Company repaid all outstanding surplus notes and therefore has not incurred any interest expense since that time.

Income Tax Expense.During the three months ended March 31, 2008 and 2007, the Company recorded income tax expense of approximately $526,000 and $356,000, respectively. The increase is due to growth
in pre-tax income in the 2008 period compared to the prior year period. The effective tax rate for the three months ended March 31, 2008 was 32.2% compared to 30.7% in the prior year period.

Liquidity and Capital Resources

The principal
sources of funds for the Company are insurance premiums, investment income and proceeds from the maturity and sale of invested assets. Funds are primarily used for the payment of claims, commissions, salaries and employee benefits and other
operating expenses. Our short and long term liquidity requirements vary because of the uncertainties regarding the settlement dates for liabilities for unpaid claims and because of the potential for large losses, either individually or in the
aggregate.

We maintain an investment portfolio that is intended to provide sufficient funds to meet our obligations without forced sales
of investments. A portion of our investment portfolio is maintained in relatively short term and highly liquid assets, including mortgage-backed securities, which have shorter estimated durations, to ensure the availability of funds.

Cash flow provided by (used in) operations was $267,000 and ($576,000) for the three months ended March 31, 2008 and 2007, respectively, an increase
of $843,000. During the three months ended March 31, 2008 as compared to the same period in 2007, net premiums collected increased $724,000, net loss and LAE payments increased $1,053,000, policy acquisition and other underwriting expenses paid
decreased $236,000 and federal income taxes paid decreased $500,000. Other cash provided by operations increased $436,000 during the three months ended March 31, 2008 compared to the same period in 2007.

During the three months ended March 31, 2008 cash flow provided by investing activities was $245,000 while during the same period in 2007 cash flow
used in investing activities was $788,000. The shift in cash flow from investing activities is due to increased selling activity within the investment portfolio in 2008 compared to 2007.

We believe that our existing cash and funds generated from operations will be sufficient to satisfy our financial requirements during the foreseeable
future.

The cost or amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of investments at
March 31, 2008 and December 31, 2007 are as follows:



|                                                                                      |  |                      |            |                      |   |                       |  |                    |           |  |   |           
|------------------------------------------------------------------------------------- |  | -------------------- | ---------- | -------------------- | - | --------------------- |  | ------------------ | --------- |  | - | ----------
|                                                                                      |  | March 31, 2008      
|                                                                                      |  | Cost orAmortizedCost |            | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | EstimatedFairValue
|Fixed maturities:                                                                     |  |                      |            |                      |   |                       |  |                    |           |  |   |           
|U.S. Treasury securities and obligations of U.S. Government corporations and agencies |  | $                    | 507,834    |                      | $ | 33,611                |  | $                  |          |  | $ | 541,445   
|States and political subdivisions                                                     |  |                      | 29,936,627 |                      |   | 324,517               |  |                    | 281,208   |  |   | 29,979,936
|Corporate securities                                                                  |  |                      | 5,064,447  |                      |   | 28,215                |  |                    | 90,821    |  |   | 5,001,841 
|Mortgage-backed securities                                                            |  |                      | 14,237,752 |                      |   | 136,308               |  |                    | 73,442    |  |   | 14,300,618
|                                                                                      |  |                      |            |                      |   |                       |  |                    |           |  |   |           
|                                                                                      |  |                      | 49,746,660 |                      |   | 522,651               |  |                    | 445,471   |  |   | 49,823,840
|                                                                                      |  |                      |            |                      |   |                       |  |                    |           |  |   |           
|Equity securities - mutual funds                                                      |  |                      | 7,570,462  |                      |   | 384,072               |  |                    | 597,924   |  |   | 7,356,610 
|                                                                                      |  |                      |            |                      |   |                       |  |                    |           |  |   |           
|Total                                                                                 |  | $                    | 57,317,122 |                      | $ | 906,723               |  | $                  | 1,043,395 |  | $ | 57,180,450
|                                                                                      |  |                      |            |                      |   |                       |  |                    |           |  |   |           



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|                                                                                      |  |                      |            |                      |   |                       |  |                    |         |  |   |           
|------------------------------------------------------------------------------------- |  | -------------------- | ---------- | -------------------- | - | --------------------- |  | ------------------ | ------- |  | - | ----------
|                                                                                      |  | December 31, 2007   
|                                                                                      |  | Cost orAmortizedCost |            | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | EstimatedFairValue
|Fixed maturities:                                                                     |  |                      |            |                      |   |                       |  |                    |         |  |   |           
|U.S. Treasury securities and obligations of U.S. Government corporations and agencies |  | $                    | 3,172,509  |                      | $ | 27,498                |  | $                  | 1,826   |  | $ | 3,198,181 
|States and political subdivisions                                                     |  |                      | 25,421,294 |                      |   | 379,800               |  |                    | 39,911  |  |   | 25,761,183
|Corporate securities                                                                  |  |                      | 6,928,699  |                      |   | 5,531                 |  |                    | 100,328 |  |   | 6,833,902 
|Mortgage-backed securities                                                            |  |                      | 14,710,728 |                      |   | 119,704               |  |                    | 94,824  |  |   | 14,735,608
|                                                                                      |  |                      |            |                      |   |                       |  |                    |         |  |   |           
|                                                                                      |  |                      | 50,233,230 |                      |   | 532,533               |  |                    | 236,889 |  |   | 50,528,874
|                                                                                      |  |                      |            |                      |   |                       |  |                    |         |  |   |           
|Equity securities - mutual funds                                                      |  |                      | 7,485,046  |                      |   | 1,023,631             |  |                    | 203,544 |  |   | 8,305,133 
|                                                                                      |  |                      |            |                      |   |                       |  |                    |         |  |   |           
|Total                                                                                 |  | $                    | 57,718,276 |                      | $ | 1,556,164             |  | $                  | 440,433 |  | $ | 58,834,007
|                                                                                      |  |                      |            |                      |   |                       |  |                    |         |  |   |           

At March 31, 2008, corporate securities accounted for 10% of our fixed maturity portfolio,
mortgage backed securities were 29%, states and political subdivisions were 60% and U. S. government and government agency bonds were 1%. At March 31, 2008, our equity portfolio, which consists entirely of mutual funds, was spread among the
following mutual fund types: large-cap  26%, mid-cap  25%, small-cap  24%, specialty  5% and international  20%.

At December 31, 2007, corporate securities accounted for 14% of our fixed maturity portfolio, mortgage backed securities were 29%, states and political subdivisions were 51% and U. S. government and government agency bonds were 6%. At
December 31, 2007, our equity portfolio, which consists entirely of mutual funds, was spread among the following mutual fund types: large-cap  30%, mid-cap  21%, small-cap  25%, specialty  4%, and international 
20%.

All securities are listed as available for sale. We evaluate securities for impairment on a regular basis and specifically determine
on an individual security basis whether or not the decline in value is other than temporary. Equity securities with unrealized losses at March 31, 2008 were generally determined to have temporary declines in value due to geopolitical reasons or
a reaction to their particular industry rather than fundamental reasons. Fixed maturity securities with unrealized losses at March 31, 2008 were also determined to have temporary declines in value as opposed to fundamental changes in the credit
quality of the issuers of the securities. We believe it is more likely than not that those securities will appreciate in value.

The
following table summarizes the length of time securities with unrealized losses at March 31, 2008 have been in an unrealized loss position:



|                                                                                      |  |                     |            |                       |   |                    |  |                       |           |                    |   |                       |  |   |            |  |   |          
|------------------------------------------------------------------------------------- |  | ------------------- | ---------- | --------------------- | - | ------------------ |  | --------------------- | --------- | ------------------ | - | --------------------- |  | - | ---------- |  | - | ---------
|                                                                                      |  | Less than 12 Months |            | 12 Months or More     |   | Total             
|                                                                                      |  | EstimatedFairValue  |            | GrossUnrealizedLosses |   | EstimatedFairValue |  | GrossUnrealizedLosses |           | EstimatedFairValue |   | GrossUnrealizedLosses
|Fixed maturities:                                                                     |  |                     |            |                       |   |                    |  |                       |           |                    |   |                       |  |   |            |  |   |          
|U.S. Treasury securities and obligations of U.S. Government corporations and agencies |  | $                   |           |                       | $ |                   |  | $                     |          |                    | $ |                      |  | $ |           |  | $ |         
|States and political subdivisions                                                     |  |                     | 9,368,978  |                       |   | 254,232            |  |                       | 1,029,720 |                    |   | 26,976                |  |   | 10,398,698 |  |   | 281,208  
|Corporate securities                                                                  |  |                     | 495,120    |                       |   | 4,178              |  |                       | 1,710,168 |                    |   | 86,643                |  |   | 2,205,288  |  |   | 90,821   
|Mortgage-backed securities                                                            |  |                     | 2,421,233  |                       |   | 19,806             |  |                       | 3,329,584 |                    |   | 53,636                |  |   | 5,750,817  |  |   | 73,442   
|                                                                                      |  |                     |            |                       |   |                    |  |                       |           |                    |   |                       |  |   |            |  |   |          
|                                                                                      |  |                     | 12,285,331 |                       |   | 278,216            |  |                       | 6,069,472 |                    |   | 167,255               |  |   | 18,354,803 |  |   | 445,471  
|                                                                                      |  |                     |            |                       |   |                    |  |                       |           |                    |   |                       |  |   |            |  |   |          
|Equity securities - mutual funds                                                      |  |                     | 3,698,290  |                       |   | 597,924            |  |                       |          |                    |   |                      |  |   | 3,698,290  |  |   | 597,924  
|                                                                                      |  |                     |            |                       |   |                    |  |                       |           |                    |   |                       |  |   |            |  |   |          
|Total                                                                                 |  | $                   | 15,983,621 |                       | $ | 876,140            |  | $                     | 6,069,472 |                    | $ | 167,255               |  | $ | 22,053,093 |  | $ | 1,043,395
|                                                                                      |  |                     |            |                       |   |                    |  |                       |           |                    |   |                       |  |   |            |  |   |          

As of March 31, 2008, the portfolio included 21 fixed maturity securities and 7 equity
securities in an unrealized loss position for less than 12 months and 20 fixed maturity securities in an unrealized loss position for more than 12 months. Of the fixed maturity



23



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##### Table of Contents

securities, 1 was trading at 82% of amortized cost, while the remaining 40 were trading at or above 94% of amortized cost. All of the fixed maturity
securities in an unrealized loss position and assigned a rating by commercial credit rating companies are rated investment grade securities. Of the 7 equity securities in an unrealized loss position, 1 was trading at 75% of cost, 4 were trading
between 85% and 89% of cost while the remaining 2 were trading at or above 90% of cost. While all of these securities are monitored for potential impairment, the Companys experience indicates that they generally do not present as great a risk
of impairment, as fair value often recovers over time. These securities have generally been adversely affected by the downturn in the financial markets and overall economic conditions. Management believes that the analysis of each of these
securities supports the view that these securities were not other-than-temporarily impaired.

Changes in Interest Rates

Fluctuations in near-term interest rates could have an impact on our results of operations and cash flows due to some rate sensitive investments we hold.
Certain fixed maturity securities have call features that allow the issuer to pre-pay the obligation. In a declining interest rate environment, these securities may be called by their issuer and can only be replaced with similar securities bearing
lower interest rates. In a rising interest rate environment, because of our strategy of holding these securities to maturity, our ability to invest in higher yielding securities would be limited.

Effects of Inflation

The effects of inflation are
implicitly considered in estimating our reserves for unpaid losses and loss adjustment expenses and in the premium rate-making process. The actual effects of inflation on our results of operations cannot be accurately known until the ultimate
settlement of claims. However, based upon the actual results reported to date, it is our opinion that our loss and LAE reserves, including reserves for losses that have been incurred but not yet reported, make adequate provision for the effects of
inflation.

Contractual Obligations and Commitments

There were no material changes outside the ordinary course of our business in our contractual obligations during the three months ended March 31, 2008.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------- | -----------------------------------------------------------

General. Market risk is the risk that we will incur losses due to adverse changes in market rates and prices. We have exposure to three principal types of market risk through our investment activities: interest rate
risk, credit risk and equity risk. Our primary market risk exposure is to changes in interest rates. We have not entered, and do not plan to enter, into any derivative financial instruments for hedging, trading or speculative purposes.

Interest Rate Risk. Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates.
Our exposure to interest rate changes primarily results from our significant holdings of fixed rate investments. Fluctuations in interest rates have a direct impact on the market valuation of these securities. Therefore, an adverse change in market
prices of these securities would result in unrealized losses reflected in the balance sheet.

The following table shows the effects of a
change in interest rate on the fair value of our fixed maturity investment portfolio. We have assumed an immediate increase or decrease of 1% or 2% in interest rates. You should not consider this assumption or the values shown in the table to be a
prediction of actual future results.



|               |  |                |         |                |   |        |  
|-------------- |  | -------------- | ------- | -------------- | - | ------ | -
|Change in Rate |  | PortfolioValue |         | Change inValue |  
|               |  | (In thousands) |        
|2%             |  |                | $44,129 |                | $ | (5,695 | )
|1%             |  |                | 46,986  |                |   | (2,838 | )
|0              |  |                | 49,824  |                |   |       |  
|-1%            |  |                | 52,643  |                |   | 2,819  |  
|-2%            |  |                | 55,443  |                |   | 5,619  |  

Credit Risk.At March 31, 2008, all of our fixed maturity securities were rated
by Moodys as investment grade with an average credit quality rating of AA+ and an effective duration of 5.33 years.

Given the
Companys propensity for high credit quality, our portfolio does not hold any investments in the sub-prime sector of the mortgage-backed market. Instead, we hold higher-quality pools that are well-diversified, avoiding any regional
concentrations. As added protection, the majority of the securities held within the portfolio are agency-backed issues.



Equity Risk. Equity price risk is the risk that we will incur economic losses due to adverse changes in equity prices. Our exposure
to changes in equity prices primarily results from our holdings of common stocks, mutual funds and other equities. Our portfolio of equity securities is carried on the balance sheet at fair value. Therefore, an adverse change in market prices of
these securities would result in losses.



24



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##### Table of Contents

|ITEM 4. | CONTROLS AND PROCEDURES.
|------- | ------------------------

The Company maintains
disclosure controls and procedures designed to ensure that information required to be disclosed in the Companys reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Vice President of Finance, as
appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

As required by Securities and Exchange Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation
of the Companys management, including the Companys Chief Executive Officer and the Companys Vice President of Finance, of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of
the end of the quarter covered by this report. Based on the foregoing, the Companys Chief Executive Officer and Vice President of Finance concluded that the Companys disclosure controls and procedures were effective at the reasonable
assurance level.



|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

There have not been any
changes in our internal control over financial reporting, as defined by the Securities and Exchange Commission Rule 13a-15(f), as of the end of the quarter covered by this report, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

PART IIOTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

The Company is party to
litigation in the normal course of business. Based upon information presently available to us, we do not consider any litigation to be material. However, given the uncertainties attendant to litigation, we cannot be sure that our results of
operations and financial condition will not be materially adversely affected by any litigation.



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

There have been no material changes
to the risk factors previously disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.



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

We do not intend to pay dividends in the foreseeable future and cannot assure our shareholders that dividends will be paid in the future. The Holding Companys principal source of cash available for payment of
dividends is dividends from the Insurance Company. The payment of dividends by the Insurance Company is subject to limitations imposed by the Michigan Insurance Code. The Insurance Company may not pay an extraordinary dividend unless it notifies the
Insurance Commissioner and he does not disapprove the payment. An extraordinary dividend includes any dividend which, when taken together with other dividends paid within the preceding 12 months, exceeds the greater of 10% of the Insurance
Companys statutory policyholders surplus as of December 31 of the immediately preceding year or its statutory net income, excluding realized capital gains, for the 12-month period ending December 31 of the immediately preceding
year. During the year ended December 31, 2008, the Insurance Company can pay a non-extraordinary dividend of up to $3,371,000 without prior approval from the Insurance Commissioner. In order to pay any dividends, the Insurance Company must be
in a position to satisfy the requirement that the Company continues to be safe, reliable and entitled to public confidence. Also, in the absence of approval of the Insurance Commissioner, dividends may only be paid from statutory earned surplus.
Also, dividends may not exceed the amount of the Insurance Companys statutory capital stock account in any one-year unless it meets certain other requirements.



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

None



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

At the Companys Annual Meeting of Shareholders held on May 8, 2008, the following proposals were adopted by the margins indicated.



25



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##### Table of Contents

|            |  |                                                                                                                            |  |                  |  |         
|----------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | --------
|            |  |                                                                                                                            |  | Number of Shares
|            |  |                                                                                                                            |  | Voted For        |  | Withheld
|Proposal 1: |  | Election of three Class II directors for a term of three years and until their successors have been elected and qualified. |  |                  |  |         
|            |  |                                                                                                                            | 
|            |  | Jack G. Hendon                                                                                                             |  | 1,559,614        |  | 3,915   
|            |  | Donald VanSingel                                                                                                           |  | 1,559,514        |  | 4,015   
|            |  | Harold L. Wiberg                                                                                                           |  | 1,559,614        |  | 3,915   



|            |  |                                                                                                                                                                 |  |                  |  |         |  |        
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------- |  | -------
|            |  |                                                                                                                                                                 |  | Number of Shares
|            |  |                                                                                                                                                                 |  | Voted For        |  | Against |  | Abstain
|Proposal 2: |  | Ratification of the appointment of BDO Seidman, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2008. |  | 1,550,139        |  | 5,000   |  | 8,390  



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

None



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



| | (a) | Exhibits. The following documents are included as exhibits to this report on Form 10-Q. Documents not accompanying this report are incorporated by reference as indicated.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|       |  |                                                                                                            
|------ |  | -----------------------------------------------------------------------------------------------------------
|NUMBER |  | TITLE                                                                                                      
|31.1   |  | Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|       | 
|31.2   |  | Certification of Vice President of Finance under Section 302 of the Sarbanes-Oxley Act of 2002.            
|       | 
|32     |  | Certification pursuant to 18 U.S.C. Section 1350.                                                          



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##### Table of Contents

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.



|                   |  |                                   |  |                                             
|------------------ |  | --------------------------------- |  | --------------------------------------------
|                   |  | FREMONT MICHIGAN INSURACORP, INC.
|                   |  |                                  
|Date: May 15, 2008 |  | By:                               |  | /s/ Richard E. Dunning                      
|                   |  |                                   |  | Richard E. Dunning                          
|                   |  |                                   |  | President and Chief Executive Officer       
|                   |  |                                  
|Date: May 15, 2008 |  | By:                               |  | /s/ Kevin G. Kaastra                        
|                   |  |                                   |  | Kevin G. Kaastra                            
|                   |  |                                   |  | Vice President of Finance                   
|                   |  |                                   |  | (principal financial and accounting officer)



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