UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ
            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

 ̈             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from
             to

Commission file number 000-50795

LOGO

(Exact name of registrant as specified in its charter)



|                                         |  |                    
|---------------------------------------- |  | -------------------
|Delaware                                 |  | 75-2770432         
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         | 
|4450 Sojourn Drive, Suite 500            |  |                    
|Addison, Texas                           |  | 75001              
|(Address of principal executive offices) |  | (Zip Code)         

(972) 728-6300

(Registrants telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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



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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 ̈ Yes   No þ

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

The number of shares outstanding of the registrants common stock,

$.01 par value,
as of August 8, 2008: 15,415,358









---

AFFIRMATIVE INSURANCE HOLDINGS, INC.

SIX MONTHS ENDED JUNE 30, 2008

INDEX TO FORM 10-Q



|                                                                                                    |  |   
|--------------------------------------------------------------------------------------------------- |  | --
|PART I  FINANCIAL INFORMATION                                                                      |  | 3 
|                                                                                                    | 
|Item 1. Financial Statements                                                                        |  | 3 
|Consolidated Balance Sheets  June 30, 2008 and December 31, 2007                                   |  | 3 
|Consolidated Statements of Income  Three and Six Months Ended June 30, 2008 and 2007               |  | 4 
|Consolidated Statements of Stockholders Equity  Six Months Ended June 30, 2008 and
2007           |  | 5 
|Consolidated Statements of Comprehensive Income  Three and Six Months Ended June 30, 2008 and
2007 |  | 5 
|Consolidated Statements of Cash Flows  Six Months Ended June 30, 2008 and 2007                     |  | 6 
|Notes to Consolidated Financial Statements                                                          |  | 7 
|                                                                                                    | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations       |  | 17
|                                                                                                    | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                  |  | 30
|                                                                                                    | 
|Item 4. Controls and Procedures                                                                     |  | 31
|                                                                                                    | 
|PART II  OTHER INFORMATION                                                                         |  | 32
|                                                                                                    | 
|Item 1. Legal Proceedings                                                                           |  | 32
|                                                                                                    | 
|Item 1A. Risk Factors                                                                               |  | 32
|                                                                                                    | 
|Item 4. Submission of Matters to a Vote of Security Holders                                         |  | 32
|                                                                                                    | 
|Item 6. Exhibits                                                                                    |  | 33
|                                                                                                    | 
|SIGNATURES                                                                                          |  | 34



2



---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                               |  |              |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                               |  | June 30,2008 |         |   | December 31,2007 |  
|                                                                                                                                                               |  | (Unaudited)  |         |   |                  |  
|Assets                                                                                                                                                         |  |              |         |   |                  |   |         |  
|Available-for-sale investment securities, at fair value (amortized cost 2008:$299,381; 2007: $388,331)                                                         |  | $            | 297,506 |   |                  | $ | 390,109 |  
|Cash and cash equivalents                                                                                                                                      |  |              | 55,772  |   |                  |   | 44,048  |  
|Fiduciary and restricted cash                                                                                                                                  |  |              | 26,473  |   |                  |   | 13,591  |  
|Accrued investment income                                                                                                                                      |  |              | 3,323   |   |                  |   | 3,736   |  
|Premiums and fees receivable                                                                                                                                   |  |              | 65,989  |   |                  |   | 69,154  |  
|Premium finance receivable, net                                                                                                                                |  |              | 41,004  |   |                  |   | 34,208  |  
|Commissions receivable                                                                                                                                         |  |              | 2,678   |   |                  |   | 2,156   |  
|Receivable from reinsurers, net                                                                                                                                |  |              | 65,902  |   |                  |   | 66,839  |  
|Deferred acquisition costs                                                                                                                                     |  |              | 24,691  |   |                  |   | 24,536  |  
|Deferred tax assets                                                                                                                                            |  |              | 10,553  |   |                  |   | 10,973  |  
|Federal income taxes receivable                                                                                                                                |  |              | 4,124   |   |                  |   | 5,562   |  
|Investment in real property, net                                                                                                                               |  |              | 5,906   |   |                  |   | 5,964   |  
|Property and equipment, net                                                                                                                                    |  |              | 38,075  |   |                  |   | 29,444  |  
|Goodwill                                                                                                                                                       |  |              | 163,650 |   |                  |   | 163,462 |  
|Other intangible assets, net                                                                                                                                   |  |              | 21,982  |   |                  |   | 23,623  |  
|Prepaid expenses                                                                                                                                               |  |              | 10,545  |   |                  |   | 11,011  |  
|Other assets, net of allowance for doubtful accounts of $7,213 for 2008 and 2007                                                                               |  |              | 1,416   |   |                  |   | 2,221   |  
|                                                                                                                                                               |  |              |         |   |                  |   |         |  
|Total assets                                                                                                                                                   |  | $            | 839,589 |   |                  | $ | 900,637 |  
|                                                                                                                                                               |  |              |         |   |                  |   |         |  
|Liabilities and Stockholders Equity                                                                                                                           |  |              |         |   |                  |   |         |  
|Liabilities                                                                                                                                                    |  |              |         |   |                  |   |         |  
|Reserves for losses, loss adjustment expenses and deposits                                                                                                     |  | $            | 214,197 |   |                  | $ | 227,947 |  
|Unearned premium                                                                                                                                               |  |              | 125,215 |   |                  |   | 126,289 |  
|Amounts due reinsurers                                                                                                                                         |  |              | 9,164   |   |                  |   | 3,606   |  
|Deferred revenue                                                                                                                                               |  |              | 8,685   |   |                  |   | 7,003   |  
|Senior secured credit facility                                                                                                                                 |  |              | 140,000 |   |                  |   | 196,966 |  
|Notes payable                                                                                                                                                  |  |              | 76,919  |   |                  |   | 76,930  |  
|Other liabilities                                                                                                                                              |  |              | 43,392  |   |                  |   | 44,851  |  
|                                                                                                                                                               |  |              |         |   |                  |   |         |  
|Total liabilities                                                                                                                                              |  |              | 617,572 |   |                  |   | 683,592 |  
|                                                                                                                                                               |  |              |         |   |                  |   |         |  
|Stockholders Equity                                                                                                                                           |  |              |         |   |                  |   |         |  
|Common stock, $0.01 par value; 75,000,000 shares authorized, 17,768,721 shares issued and 15,415,358 shares outstanding at June 30, 2008
and December 31, 2007 |  |              | 178     |   |                  |   | 178     |  
|Additional paid-in capital                                                                                                                                     |  |              | 163,142 |   |                  |   | 162,603 |  
|Treasury stock, at cost (2,353,363 shares at June 30, 2008 and December 31, 2007)                                                                              |  |              | (32,880 | ) |                  |   | (32,880 | )
|Accumulated other comprehensive income (loss)                                                                                                                  |  |              | (1,897  | ) |                  |   | 22      |  
|Retained earnings                                                                                                                                              |  |              | 93,474  |   |                  |   | 87,122  |  
|                                                                                                                                                               |  |              |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                     |  |              | 222,017 |   |                  |   | 217,045 |  
|                                                                                                                                                               |  |              |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                     |  | $            | 839,589 |   |                  | $ | 900,637 |  
|                                                                                                                                                               |  |              |         |   |                  |   |         |  

See accompanying Notes to Consolidated Financial Statements



3



---

AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)



|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|-------------------------------------------- |  | -------------------------- | ------- | ---- | ------------------------ | ------- | ---- |  | ---- | ------- |  | - | ------- | -
|                                             |  | Three Months EndedJune 30, |         |      | Six Months EndedJune 30, |        
|                                             |  | 2008                       |         | 2007 |                          |         | 2008 |  | 2007 |        
|                                             |  | (Unaudited)                |        
|Revenues                                     |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Net premiums earned                          |  | $                          | 93,523  |      | $                        | 113,257 |      |  | $    | 188,391 |  | $ | 196,027 |  
|Commission income and fees                   |  |                            | 20,024  |      |                          | 23,590  |      |  |      | 41,509  |  |   | 47,351  |  
|Net investment income                        |  |                            | 3,346   |      |                          | 4,039   |      |  |      | 7,905   |  |   | 8,000   |  
|Net realized gains (losses)                  |  |                            | 86      |      |                          | (322    | )    |  |      | 108     |  |   | (491    | )
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Total revenues                               |  |                            | 116,979 |      |                          | 140,564 |      |  |      | 237,913 |  |   | 250,887 |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|                                             |  |                            |         |     
|Expenses                                     |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Losses and loss adjustment expenses          |  |                            | 70,217  |      |                          | 82,818  |      |  |      | 141,578 |  |   | 144,050 |  
|Selling, general and administrative expenses |  |                            | 37,118  |      |                          | 47,297  |      |  |      | 72,433  |  |   | 83,020  |  
|Depreciation and amortization                |  |                            | 2,433   |      |                          | 2,810   |      |  |      | 4,785   |  |   | 6,098   |  
|Interest expense                             |  |                            | 4,247   |      |                          | 6,284   |      |  |      | 9,813   |  |   | 12,916  |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Total expenses                               |  |                            | 114,015 |      |                          | 139,209 |      |  |      | 228,609 |  |   | 246,084 |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Income before income taxes                   |  |                            | 2,964   |      |                          | 1,355   |      |  |      | 9,304   |  |   | 4,803   |  
|Income taxes                                 |  |                            | 623     |      |                          | 237     |      |  |      | 2,335   |  |   | 1,439   |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Net income                                   |  | $                          | 2,341   |      | $                        | 1,118   |      |  | $    | 6,969   |  | $ | 3,364   |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|                                             |  |                            |         |     
|Net income per common share:                 |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Basic                                        |  | $                          | 0.15    |      | $                        | 0.07    |      |  | $    | 0.45    |  | $ | 0.22    |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Diluted                                      |  | $                          | 0.15    |      | $                        | 0.07    |      |  | $    | 0.45    |  | $ | 0.22    |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|                                             |  |                            |         |     
|Weighted average common shares outstanding:  |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Basic                                        |  |                            | 15,415  |      |                          | 15,368  |      |  |      | 15,415  |  |   | 15,363  |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Diluted                                      |  |                            | 15,415  |      |                          | 15,436  |      |  |      | 15,415  |  |   | 15,451  |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|                                             |  |                            |         |     
|Dividends declared per common share          |  | $                          | 0.02    |      | $                        | 0.02    |      |  | $    | 0.04    |  | $ | 0.04    |  
|                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  

See accompanying Notes to Consolidated Financial Statements



4



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands, except share data)



|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|----------------------------------------------------------------------- |  | ------------------------- |  | ------- | ------- | - | ------ | ---------- | ------- | - | ------- | -
|                                                                        |  | Six Months Ended June 30, | 
|                                                                        |  | 2008                      |  |         | 2007    |  
|                                                                        |  | Shares                    |  | Amounts |         |   | Shares |            | Amounts |  
|                                                                        |  | (Unaudited)               | 
|Common stock                                                            |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at beginning of year                                            |  | 17,768,721                |  | $       | 178     |   |        | 17,707,938 |         | $ | 177     |  
|Issuance of restricted stock awards                                     |  |                          |  |         |        |   |        | 7,273      |         |   |        |  
|Exercises of stock options                                              |  |                          |  |         |        |   |        | 11,600     |         |   |        |  
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at end of period                                                |  | 17,768,721                |  |         | 178     |   |        | 17,726,811 |         |   | 177     |  
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Additional paid-in capital                                              |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at beginning of year                                            |  |                           |  |         | 162,603 |   |        |            |         |   | 160,862 |  
|Stock-based compensation expense                                        |  |                           |  |         | 539     |   |        |            |         |   | 552     |  
|Exercises of stock options                                              |  |                           |  |         |        |   |        |            |         |   | 175     |  
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at end of period                                                |  |                           |  |         | 163,142 |   |        |            |         |   | 161,589 |  
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Retained earnings                                                       |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at beginning of year                                            |  |                           |  |         | 87,122  |   |        |            |         |   | 78,682  |  
|Net income                                                              |  |                           |  |         | 6,969   |   |        |            |         |   | 3,364   |  
|Dividends declared                                                      |  |                           |  |         | (617    | ) |        |            |         |   | (613    | )
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at end of period                                                |  |                           |  |         | 93,474  |   |        |            |         |   | 81,433  |  
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Treasury stock                                                          |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at beginning of year and end of period                          |  | 2,353,363                 |  |         | (32,880 | ) |        | 2,353,363  |         |   | (32,880 | )
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Accumulated other comprehensive gain (loss)                             |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at beginning of year, net of tax                                |  |                           |  |         | 22      |   |        |            |         |   | (448    | )
|Unrealized loss on available-for-sale investment securities, net of tax |  |                           |  |         | (2,374  | ) |        |            |         |   | (650    | )
|Unrealized gain on cash flow hedges, net of tax                         |  |                           |  |         | 455     |   |        |            |         |   | 395     |  
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Balance at end of period, net of tax                                    |  |                           |  |         | (1,897  | ) |        |            |         |   | (703    | )
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  
|Total stockholders equity                                              |  |                           |  | $       | 222,017 |   |        |            |         | $ | 209,616 |  
|                                                                        |  |                           |  |         |         |   |        |            |         |   |         |  

AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)



|                                                     |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|---------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                     |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                     |  | 2008                       |        |   | 2007                     |   |       | 2008 |  |   | 2007   |  
|                                                     |  | (Unaudited)                |       
|Net income                                           |  | $                          | 2,341  |   |                          | $ | 1,118 |      |  | $ | 6,969  |   |  | $ | 3,364 |  
|Other comprehensive income (loss):                   |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Unrealized loss on investment securities, net of tax |  |                            | (1,908 | ) |                          |   | (778  | )    |  |   | (2,374 | ) |  |   | (650  | )
|Unrealized gain on cash flow hedges, net of tax      |  |                            | 1,763  |   |                          |   | 395   |      |  |   | 455    |   |  |   | 395   |  
|                                                     |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Other comprehensive loss, net                        |  |                            | (145   | ) |                          |   | (383  | )    |  |   | (1,919 | ) |  |   | (255  | )
|                                                     |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Total comprehensive income                           |  | $                          | 2,196  |   |                          | $ | 735   |      |  | $ | 5,050  |   |  | $ | 3,109 |  
|                                                     |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  

See accompanying Notes to Consolidated Financial Statements



5



---

AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                  |  |                          |         |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | -------- | -
|                                                                                  |  | Six Months EndedJune 30, |        
|                                                                                  |  | 2008                     |         |   | 2007 |  
|                                                                                  |  | (Unaudited)              |        
|Cash flows from operating activities                                              |  |                          |         |   |      |   |          |  
|Net income                                                                        |  | $                        | 6,969   |   |      | $ | 3,364    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |         |   |      |   |          |  
|Depreciation and amortization                                                     |  |                          | 4,785   |   |      |   | 6,098    |  
|Stock-based compensation expense                                                  |  |                          | 539     |   |      |   | 552      |  
|Amortization of debt issuance cost                                                |  |                          | 744     |   |      |   | 420      |  
|(Gain) loss on disposal of assets                                                 |  |                          | (108    | ) |      |   | 491      |  
|Amortization of premiums and discounts on investments                             |  |                          | 1,259   |   |      |   | 1,104    |  
|Change in operating assets and liabilities:                                       |  |                          |         |   |      |   |          |  
|Fiduciary and restricted cash                                                     |  |                          | (12,882 | ) |      |   | 12,208   |  
|Premiums, fees and commissions receivable                                         |  |                          | 2,643   |   |      |   | (7,666   | )
|Reserves for losses and loss adjustment expenses                                  |  |                          | (13,750 | ) |      |   | 7,233    |  
|Amounts due from reinsurers, net                                                  |  |                          | 6,495   |   |      |   | 25,050   |  
|Premium finance receivable, net                                                   |  |                          | (6,796  | ) |      |   | (1,360   | )
|Deferred revenue                                                                  |  |                          | 1,682   |   |      |   | (4,988   | )
|Unearned premium                                                                  |  |                          | (1,074  | ) |      |   | 11,331   |  
|Deferred acquisition costs                                                        |  |                          | (155    | ) |      |   | (9,165   | )
|Deferred tax assets                                                               |  |                          | 1,453   |   |      |   | 8,349    |  
|Federal income taxes receivable                                                   |  |                          | 1,438   |   |      |   | (6,644   | )
|Other                                                                             |  |                          | 228     |   |      |   | 11,135   |  
|                                                                                  |  |                          |         |   |      |   |          |  
|Net cash provided by (used in) operating activities                               |  |                          | (6,530  | ) |      |   | 57,512   |  
|                                                                                  |  |                          |         |   |      |   |          |  
|Cash flows from investing activities                                              |  |                          |         |   |      |   |          |  
|Proceeds from sales and maturities of investments                                 |  |                          | 125,864 |   |      |   | 90,577   |  
|Purchases of available-for-sale investment securities                             |  |                          | (38,077 | ) |      |   | (126,108 | )
|Purchases of property and equipment                                               |  |                          | (11,762 | ) |      |   | (7,847   | )
|Net cash paid for acquisitions                                                    |  |                          | (188    | ) |      |   | (176,688 | )
|                                                                                  |  |                          |         |   |      |   |          |  
|Net cash provided by (used in) investing activities                               |  |                          | 75,837  |   |      |   | (220,066 | )
|                                                                                  |  |                          |         |   |      |   |          |  
|Cash flows from financing activities                                              |  |                          |         |   |      |   |          |  
|Borrowings under senior secured credit facility                                   |  |                          | -       |   |      |   | 200,000  |  
|Principal payments on senior secured credit facility                              |  |                          | (56,966 | ) |      |   | (1,000   | )
|Principal payments under capital lease obligations                                |  |                          | -       |   |      |   | (93      | )
|Debt issuance costs paid                                                          |  |                          | -       |   |      |   | (6,518   | )
|Proceeds from exercise of stock options                                           |  |                          | -       |   |      |   | 175      |  
|Dividends paid                                                                    |  |                          | (617    | ) |      |   | (613     | )
|                                                                                  |  |                          |         |   |      |   |          |  
|Net cash provided by (used in) financing activities                               |  |                          | (57,583 | ) |      |   | 191,951  |  
|                                                                                  |  |                          |         |   |      |   |          |  
|Net increase in cash and cash equivalents                                         |  |                          | 11,724  |   |      |   | 29,397   |  
|Cash and cash equivalents at beginning of year                                    |  |                          | 44,048  |   |      |   | 52,484   |  
|                                                                                  |  |                          |         |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                        | 55,772  |   |      | $ | 81,881   |  
|                                                                                  |  |                          |         |   |      |   |          |  
|Supplemental disclosure of cash flow information:                                 |  |                          |         |   |      |   |          |  
|Cash paid for interest                                                            |  | $                        | 9,769   |   |      | $ | 11,810   |  
|Cash paid for income taxes                                                        |  |                          | 244     |   |      |   | 3,140    |  

See accompanying Notes to Consolidated Financial Statements



6



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)





|1. | General
|-- | -------

Affirmative Insurance Holdings, Inc., formerly known as Instant Insurance Holdings, Inc., was incorporated in Delaware in June 1998 and completed an initial public offering of its common stock in July 2004. In this report, the terms
Affirmative, the Company, we, us, management or our mean Affirmative Insurance Holdings, Inc. and all entities included in our consolidated financial statements. We are a
distributor and producer of non-standard personal automobile insurance policies and related products and services for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to
drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance
policies generally require higher premiums than standard automobile insurance policies for comparable coverage. We are currently active in offering insurance directly to individual consumers through retail stores in 10 states (Louisiana, Texas,
Illinois, Alabama, Florida, Missouri, Indiana, South Carolina, Kansas, and Wisconsin) and distributing our own insurance policies through independent agents in 9 states (Texas, Illinois, California, Michigan, Florida, Missouri, Indiana, South
Carolina, and New Mexico).



|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

Basis of Presentation

The accompanying unaudited consolidated financial statements have been
prepared in accordance with U.S. Generally Accepted Accounting Principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes
required by U.S. Generally Accepted Accounting Principles for complete financial statements of the Company. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature.
Interim results are not necessarily indicative of the results that may be expected for the year. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended
December 31, 2007 included in our Annual Report on Form 10-K.

The consolidated balance sheet at December 31,
2007 has been derived from the audited financial statements at that date but does not include all of the information and notes required by U.S. Generally Accepted Accounting Principles.

Net income during the first quarter of 2008 included adjustments increasing net income by $627,000, net of tax, which related to prior
periods. These adjustments included a $981,000 pretax reduction of a liability that could not be supported, which was partially offset on a net basis by various adjustments to receivables and other liabilities. The after-tax effect of all of these
adjustments was immaterial to the consolidated financial statements taken as a whole for the six months ended June 30, 2008.

Certain prior year amounts have been reclassified to conform to the current presentation.

Use of Estimates

Our preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires us to make estimates
and assumptions that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements and our reported amounts of revenues and expenses during the reporting period.
Actual results could differ materially from those estimates. These estimates and assumptions are particularly important in determining revenue recognition, reserves for losses and loss adjustment expenses, deferred policy acquisition costs,
reinsurance receivables, and impairment of assets.

Adoption of New Accounting Standards

On January 1, 2008, we adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements. SFAS No. 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair
value is a market-based measurement, not an entity-specific measurement. SFAS No. 157 establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS No. 157 is effective
for fiscal years beginning after November 15,



7



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





2007 and interim periods within those fiscal years. In February 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS
157-1 Applications of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purpose of Lease Classification or Measurement under Statement 13(FSP 157-1) which
removes leasing transactions from the scope of SFAS No. 157. FSP 157-1 is effective upon adoption of SFAS No. 157. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2 Effective Date of FASB Statement No. 157
(FSP 157-2) which delays the effective date of SFAS No. 157 for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, at least
annually to fiscal years beginning after November 15, 2008. Any amounts recognized upon adoption as a cumulative effect will be recorded to the opening balance of retained earnings in the year of adoption. The adoption of SFAS No. 157, FSP
157-1 and FSP 157-2 did not have a material impact on our results of operations or financial condition.

On January 1,
2008, we also adopted the provisions of SFAS No. 159, Establishing the Fair Value Option for Financial Assets and Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at
fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge
accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the FASBs long term measurement objectives for accounting for financial instruments. SFAS No. 159 applies to all
entities and most of the provisions apply only to entities that elect the fair value option. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We did not elect the fair value option and, as a result, the
adoption of SFAS No. 159 did not have a material impact on our results of operations or financial condition.

Recently Issued Accounting
Standards

In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which requires most
identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at full fair value. SFAS No. 141R also requires, among other things, the acquisition costs to be expensed in the periods
they are incurred, the contingent considerations resulting from events after the acquisition date to be measured and recognized at the acquisition date fair value with subsequent changes recognized in earnings, and the change in deferred tax benefit
that are recognizable because of a business combination to be recognized either in income or directly in contributed capital in the period of business combination. SFAS No. 141R is effective for business combinations occurring after
December 15, 2008. If we have business combinations, SFAS No. 141R could have a material impact in the future on our results of operations or financial condition.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment to FASB Statement No. 133. SFAS No. 161 amends and
expands the disclosure requirements of Statement 133 in order to provide users of financial statements with enhanced disclosures about an entitys derivative and hedging activities and thereby improving the transparency of financial reporting.
To meet these objectives, SFAS No. 161 requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures
about credit-risk-related contingent features in derivative agreements. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We
do not expect SFAS No. 161 to have a material impact on our results of operations or financial condition.



|3. | Reinsurance
|-- | -----------

In the normal course of business, our insurance companies cede a portion of our premiums to other insurance companies. Although ceding for reinsurance purpose does not discharge the primary insurer from liability to its policyholder, our
insurance companies participate in these agreements in order to provide a greater diversification of our business and to limit the potential for losses arising from large risks. In addition, we also assume reinsurance from other insurance companies.



8



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





The following tables present the effect of reinsurance on our premiums and loss and
loss adjustment expense (in thousands):



|                    |  |                             |         |   |               |   |         |                                |  |   |                |   |  |               |         |   |                                |   |         |   |  |   |         |  
|------------------- |  | --------------------------- | ------- | - | ------------- | - | ------- | ------------------------------ |  | - | -------------- | - |  | ------------- | ------- | - | ------------------------------ | - | ------- | - |  | - | ------- | -
|                    |  | Three Months Ended June 30, |        
|                    |  | 2008                        |         |   | 2007          |  
|                    |  | WrittenPremium              |         |   | EarnedPremium |   |         | Loss andLossAdjustmentExpenses |  |   | WrittenPremium |   |  | EarnedPremium |         |   | Loss andLossAdjustmentExpenses |  
|Direct              |  | $                           | 76,887  |   |               | $ | 90,153  |                                |  | $ | 72,337         |   |  | $             | 87,004  |   |                                | $ | 74,649  |   |  | $ | 64,237  |  
|Reinsurance assumed |  |                             | 14,341  |   |               |   | 15,009  |                                |  |   | 9,934          |   |  |               | 15,149  |   |                                |   | 17,937  |   |  |   | 56,014  |  
|Reinsurance ceded   |  |                             | (10,150 | ) |               |   | (11,639 | )                              |  |   | (12,054        | ) |  |               | 27,564  |   |                                |   | 20,671  |   |  |   | (37,433 | )
|                    |  |                             |         |   |               |   |         |                                |  |   |                |   |  |               |         |   |                                |   |         |   |  |   |         |  
|Total               |  | $                           | 81,078  |   |               | $ | 93,523  |                                |  | $ | 70,217         |   |  | $             | 129,717 |   |                                | $ | 113,257 |   |  | $ | 82,818  |  
|                    |  |                             |         |   |               |   |         |                                |  |   |                |   |  |               |         |   |                                |   |         |   |  |   |         |  
|                    | 
|                    |  | Six Months Ended June 30,   |        
|                    |  | 2008                        |         |   | 2007          |  
|                    |  | WrittenPremium              |         |   | EarnedPremium |   |         | Loss andLossAdjustmentExpenses |  |   | WrittenPremium |   |  | EarnedPremium |         |   | Loss andLossAdjustmentExpenses |  
|Direct              |  | $                           | 178,799 |   |               | $ | 181,492 |                                |  | $ | 137,376        |   |  | $             | 210,043 |   |                                | $ | 172,797 |   |  | $ | 136,853 |  
|Reinsurance assumed |  |                             | 31,590  |   |               |   | 30,056  |                                |  |   | 23,614         |   |  |               | 35,263  |   |                                |   | 36,364  |   |  |   | 79,244  |  
|Reinsurance ceded   |  |                             | (23,915 | ) |               |   | (23,157 | )                              |  |   | (19,412        | ) |  |               | (13,477 | ) |                                |   | (13,134 | ) |  |   | (72,047 | )
|                    |  |                             |         |   |               |   |         |                                |  |   |                |   |  |               |         |   |                                |   |         |   |  |   |         |  
|Total               |  | $                           | 186,474 |   |               | $ | 188,391 |                                |  | $ | 141,578        |   |  | $             | 231,829 |   |                                | $ | 196,027 |   |  | $ | 144,050 |  
|                    |  |                             |         |   |               |   |         |                                |  |   |                |   |  |               |         |   |                                |   |         |   |  |   |         |  

Under certain of our reinsurance transactions, we receive ceding commissions. The
ceding commission rate structure varies based on loss experience. The estimates of loss experience are continually reviewed and adjusted, and the resulting adjustments to ceding commissions are reflected in current operations. The ceding commissions
recognized as a reduction of selling, general and administrative expense were $3.4 million and $2.2 million for the three months ended June 30, 2008 and 2007, and $8.1 million and $10.0 million for the six months ended June 30, 2008 and
2007, respectively.

The amount of loss reserves and unearned premium we would remain liable for in the event our
reinsurers are unable to meet their obligations is as follows (in thousands):



|                                            |  |                    |        |                  |   |       
|------------------------------------------- |  | ------------------ | ------ | ---------------- | - | ------
|                                            |  | June 30,      2008 |        | December 31,2007
|Losses and loss adjustment expense reserves |  | $                  | 42,207 |                  | $ | 46,854
|Unearned premium reserve                    |  |                    | 12,120 |                  |   | 11,371
|                                            |  |                    |        |                  |   |       
|Total                                       |  | $                  | 54,327 |                  | $ | 58,225
|                                            |  |                    |        |                  |   |       

The table below presents the total amount of receivables due from reinsurance as
of June 30, 2008 and December 31, 2007, respectively (in thousands):



|                                                         |  |                    |        |                  |   |       
|-------------------------------------------------------- |  | ------------------ | ------ | ---------------- | - | ------
|                                                         |  | June 30,      2008 |        | December 31,2007
|Quota share reinsurer for Louisiana and Alabama business |  | $                  | 33,600 |                  | $ | 36,221
|Vesta Insurance Group                                    |  |                    | 12,812 |                  |   | 13,519
|Michigan Catastrophic Claims Association                 |  |                    | 14,850 |                  |   | 12,384
|Other                                                    |  |                    | 4,640  |                  |   | 4,715 
|                                                         |  |                    |        |                  |   |       
|Total reinsurance recoverable                            |  | $                  | 65,902 |                  | $ | 66,839
|                                                         |  |                    |        |                  |   |       



9



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





Significant reinsurance agreements

Our quota share reinsurer for business reinsured in Louisiana and Alabama is rated as A- by A.M. Best. On April 1, 2007 we exercised
our option to terminate certain quota share contracts on a cut-off basis. On April 30, 2007, we received $31.0 million to settle the unearned premiums less return ceding commissions. Our net exposure for reinsurance provided by the
quota share reinsurer at June 30, 2008 was $27.6 million. Excluding the termination, our ceded premiums written to the quota share reinsurer were $9.5 million and $10.8 million for the three months ended June 30, 2008 and 2007, and $22.2
million and $49.5 million for the six months ended June 30, 2008 and 2007, respectively.

Under the reinsurance
agreement with Vesta Insurance group (VIG), including primarily Vesta Fire Insurance Corporation (VFIC), our wholly-owned subsidiary, Affirmative Insurance Company (AIC), had the right, under certain circumstances, to require VFIC to provide a
letter of credit or establish a trust account to collateralize the gross amount due AIC and Insura Property and Casualty Insurance Company, (a wholly-owned subsidiary) from VFIC under the reinsurance agreement. Accordingly, AIC, Insura and VFIC
entered into a Security Fund Agreement effective September 1, 2004. On August 30, 2005, AIC received a letter from VFICs President that irrevocably confirmed VFICs duty and obligation under the Security Fund Agreement to
provide securities sufficient to satisfy VFICs gross obligations under the reinsurance agreement (the VFIC Trust). At June 30, 2008, the VFIC Trust held $17.6 million (after cumulative withdrawals of $7.0 million through June 30,
2008) to collateralize the $16.3 million gross recoverable from VFIC.

At June 30, 2008, $17.8 million was included in
reserves for losses and loss adjustment expenses that represented the amounts owed by AIC and Insura under reinsurance agreements with the VIG-affiliated companies, including Hawaiian Insurance and Guaranty Company, Ltd (Hawaiian). Affirmative
established a trust account to collateralize this payable, which currently holds $22.9 million (including accrued interest) in securities (the AFIC Trust). The AFIC Trust has not been drawn upon by the Special Deputy Receiver (SDR) in Texas or the
SDR in Hawaii. We expect that the terms for withdrawal of funds from the AFIC Trust will be similar to those we expect to be agreed to with regard to the VFIC Trust.

The Michigan Catastrophic Claims Association (MCCA) is a reinsurance facility that covers no-fault medical losses above a specific retention amount. For policies effective July 1, 2007
to June 30, 2008, the required retention is $420,000. As a writer of personal automobile policies in the State of Michigan, we cede premiums and claims to the MCCA. Funding for the MCCA comes from assessments against automobile insurers
based upon their proportionate market share of the states automobile liability insurance market. Insurers are allowed to pass along this cost to Michigan automobile policyholders. Our written premiums ceded to the MCCA were $0.4 million and
$0.6 million for the three months ended June 30, 2008 and 2007, and $1.1 million and $2.4 million for the six months ended June 30, 2008 and 2007, respectively.

Reinsurance assumed

We have an assumed reinsurance agreement with a Texas
county mutual insurance company (the county mutual) whereby we assume 100 percent of the policies issued by the county mutual for business produced by us. The county mutual does not retain any of this business and there are no loss limits other than
the underlying policy limits. The county mutual reinsurance agreement may be terminated by either party upon prior written notice of not less than 90 days. Pursuant to the contract, we shall produce automobile insurance business in the State of
Texas solely for the benefit of the county mutual for a period of ten years. The county mutual reinsurance agreement automatically terminates on January 1, 2014. Assumed written premiums from the county mutual were $14.3 million and $15.1
million for the three months ended June 30, 2008 and 2007, and $31.6 million and $35.3 million for the six months ended June 30, 2008 and 2007, respectively.



10



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





|4. | Premium Finance Receivables
|-- | ---------------------------

Finance receivables, which are secured by unearned premiums from the underlying insurance policies, consisted of the following at June 30, 2008 and December 31, 2007 (in thousands):



|                            |  |                    |        |   |                  |   |        |  
|--------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | -
|                            |  | June 30,      2008 |        |   | December 31,2007 |  
|Premium finance contracts   |  | $                  | 44,491 |   |                  | $ | 37,353 |  
|Unearned finance charges    |  |                    | (2,937 | ) |                  |   | (2,595 | )
|Allowance for credit losses |  |                    | (550   | ) |                  |   | (550   | )
|                            |  |                    |        |   |                  |   |        |  
|Total                       |  | $                  | 41,004 |   |                  | $ | 34,208 |  
|                            |  |                    |        |   |                  |   |        |  



|5. | Policy Acquisition Expenses
|-- | ---------------------------

Policy acquisition costs, consisting of primarily commission, advertising, premium taxes, underwriting and agency expenses, are deferred and charged against income ratably over the terms of the related policies. The
components of deferred policy acquisition costs and the related policy acquisition expenses amortized to expense were as follows (in thousands):



|                  |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|----------------- |  | -------------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                  |  | Three Months EndedJune 30, |         |   | Six Months EndedJune 30, |  
|                  |  | 2008                       |         |   | 2007                     |   |         | 2008 |  |   | 2007    |  
|Beginning balance |  | $                          | 25,982  |   |                          | $ | 30,039  |      |  | $ | 24,536  |   |  | $ | 23,865  |  
|Additions         |  |                            | 17,301  |   |                          |   | 29,913  |      |  |   | 36,442  |   |  |   | 52,422  |  
|Amortization      |  |                            | (18,592 | ) |                          |   | (29,394 | )    |  |   | (36,287 | ) |  |   | (45,729 | )
|                  |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Ending balance    |  | $                          | 24,691  |   |                          | $ | 30,558  |      |  | $ | 24,691  |   |  | $ | 30,558  |  
|                  |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  



|6. | Net Income Per Share
|-- | --------------------

Income per common share is based on the weighted average number of shares outstanding. Diluted weighted average shares is calculated by adjusting basic weighted average shares outstanding by all potentially dilutive
stock options and restricted stock. Stock options outstanding of 1,732,031 for the three and six months ended June 30, 2008 and 976,374 and 916,878 for the three and six months ended June 30, 2007, respectively, were not included in the
computation of diluted earnings per share because the exercise price of the options were greater than the average market price of our common stock and thus the inclusion would have been anti-dilutive.

The following table sets forth the reconciliation of numerators and denominators for the basic and diluted earnings per share
computations for the three and six months ended June 30, 2008 and 2007 (in thousands, except per share amounts):



|                                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|------------------------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                            |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                                            |  | 2008                       |        | 2007                     |   | 2008   |  | 2007
|Numerator:                                  |  |                            |        |                          |   |        |  |      |        |  |   |       
|Net income available to common stockholders |  | $                          | 2,341  |                          | $ | 1,118  |  | $    | 6,969  |  | $ | 3,364 
|                                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Denominator:                                |  |                            |        |                          |   |        |  |      |        |  |   |       
|Weighted average basic shares               |  |                            |        |                          |   |        |  |      |        |  |   |       
|Weighted average common stock outstanding   |  |                            | 15,415 |                          |   | 15,368 |  |      | 15,415 |  |   | 15,363
|                                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Weighted average diluted shares             |  |                            |        |                          |   |        |  |      |        |  |   |       
|Weighted average common stock outstanding   |  |                            | 15,415 |                          |   | 15,368 |  |      | 15,415 |  |   | 15,363
|Effect of dilutive stock options            |  |                            |       |                          |   | 68     |  |      |       |  |   | 88    
|                                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total weighted average diluted shares       |  |                            | 15,415 |                          |   | 15,436 |  |      | 15,415 |  |   | 15,451
|                                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Basic earnings per share                    |  | $                          | 0.15   |                          | $ | 0.07   |  | $    | 0.45   |  | $ | 0.22  
|                                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Diluted earnings per share                  |  | $                          | 0.15   |                          | $ | 0.07   |  | $    | 0.45   |  | $ | 0.22  
|                                            |  |                            |        |                          |   |        |  |      |        |  |   |       



11



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





|7. | Legal and Regulatory Proceedings
|-- | --------------------------------

We and our subsidiaries are named from time to time as parties in various legal actions arising in the ordinary course of our business and arising out of or related to claims made in connection with our insurance
policies and claims handling. We believe that the resolution of these legal actions will not have a material adverse effect on our financial position or results of operations. However, the ultimate outcome of these matters is uncertain.

Affirmative Insurance Holdings, Inc. and Affirmative Insurance Company (referred to herein collectively as Affirmative) brought action
against Hopson B. Nance, E. Murray Meadows, Paul H. Saeger, Jr., Fred H. Wright, and Does 1-10 in the United States District Court of the Northern District of Alabama, Southern Division, in December 2006 for negligent misrepresentation, fraud,
tortious interference with contractual relations, breach of fiduciary duty, negligence and conversion. The case involves an action by Affirmative to recover $7.2 million of Affirmatives funds used improperly by Defendants to satisfy a debt of
one of VIGs subsidiaries. In February 2007, by consent of the parties, the Court referred the action to the United States Bankruptcy Court for the Northern District of Alabama, where bankruptcy proceedings are pending with respect to VIG,
where the action was temporarily stayed. In October 2007, Affirmative voluntarily dismissed its claims against Paul H. Saeger. On July 28, 2008, the court entered a consent order continuing the stay of Affirmatives action but permitting
the parties to proceed on the merits of the VIG Bankruptcy Trustees separate action to enjoin Affirmative from prosecuting its lawsuit.

In December 2003, InsureOne Independent Agency, LLC (InsureOne), American Agencies, General Agency, Inc. and Affirmative Insurance Holdings, Inc. brought action in the Circuit Court of Cook County, Illinois to enforce
non-compete and non-solicitation agreements entered into with James Hallberg, the former president of InsureOne, a wholly-owned subsidiary, and eight former employees of InsureOne and two of Hallbergs family trusts. The court entered interim
orders prohibiting all defendants, including Hallberg, from hiring any employees of InsureOne or of plaintiffs other underwriting agencies. We are seeking between $15 and $23 million in damages for lost profits and diminution in value.
James Hallberg and the Hallberg family gift trust have asserted counterclaims seeking combined damages of approximately $4.5 million. The bench trial of this matter has concluded and the parties are currently waiting for the court to render
judgment.

In October 2002, the named plaintiff Nickey Marsh filed suit in the Fourth Judicial District Court of Louisiana
against USAgencies alleging that certain adjustments to the actual cash value of his total loss automobile claim were improper. An amending petition, filed in October 2003, made class action allegations, and sought class-wide compensatory damages,
attorneys fees and punitive damages of $5,000 per claimant. After a class certification discovery and a hearing in February 2006, an order was rendered in August 2006 certifying the class. That order was subsequently affirmed on appeal. In
April 2008, the trial court issued an order that appropriate notice of the existence and certification of the class action be provided as soon as practicable to the class members.

Pursuant to the terms of the Acquisition Agreement between us and USAgencies, the selling parties (the Seller) are bound to indemnify us
from any and all losses attendant to claims arising out of the Marsh litigation out of a sum placed into escrow specifically for such purpose (the Marsh Litigation Reserve). The Acquisition Agreement provides that the Marsh Litigation Reserve shall
not exceed the amount placed into escrow, and that upon the final resolution of the Marsh litigation by (i) a court order that is final and non-appealable or (ii) a binding settlement agreement, and the determination of all amounts to be
paid with respect to Marsh litigation (the Marsh Payments), the amount constituting the Marsh Payments shall be paid out of the Marsh Litigation Reserve to us either (a) in accordance with a joint written instruction by us and the Seller or
(b) pursuant to a court order or judgment that is final and non-appealable sent to the escrow agent by us or the Seller, and any portion of the Marsh Litigation Reserve not so required to be paid to us shall be promptly paid by the escrow agent
to the Seller. Although we believe it is unlikely, it is nevertheless possible that the aggregate amount payable at the conclusion of the Marsh litigation may exceed the Marsh Litigation Reserve, and the Seller may not have the financial ability to
indemnify us for any losses in excess of said reserve.

From time to time, we and our subsidiaries are subject to random
compliance audits from federal and state authorities regarding various operations within our business that involve collecting and remitting taxes in one form or another. In 2006, two of our owned underwriting agencies were subject to a sales and use
tax audit conducted by the State of Texas. The examiner for the State of Texas completed his audit report and delivered an audit assessment asserting that, for the period from January 2002 to December 2005, we should have collected and remitted
approximately $2.9 million in sales tax derived from claims services performed by our



12



---

AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





underwriting agencies for policies sold by these underwriting agencies and issued by an affiliated county mutual insurance company through a fronting
arrangement. Our insurance companies reinsured 100% of these policies. The assessment included an additional $0.4 million for accrued interest and penalty for a total assessment of $3.3 million. We believe that these services are not subject to
sales tax and are vigorously contesting the assertions made by the state, and are exercising all available rights and remedies available to us. In October 2006, we responded to the assessment by filing petitions with the Comptroller of Public
Accounts for the State of Texas requesting a re-determination of the tax due and a hearing to present written and oral evidence and legal arguments to contest the imposition of the asserted taxes. As a result of the timely filing of these petitions,
an administrative appeal process has commenced and the date for payment is delayed until the completion of the appeal process. Such appeals routinely take up to three years and much longer for complex cases. As such, the outcome of this tax
assessment will not be known for a commensurate amount of time. At this time, we are uncertain of the probability of the outcome of our appeal and therefore cannot reasonably estimate the ultimate liability. We have not made an accrual for this
potential liability as of June 30, 2008.

Affirmative Insurance Company is a party to a 100% quota share reinsurance
agreement with Hawaiian Insurance and Guaranty Company, Ltd (Hawaiian), which is ultimately a wholly-owned subsidiary of VIG. In November 2004, Hawaiian was named among a group of four other named defendants and twenty unnamed defendants in a
complaint filed in the Superior Court of the State of California for the County of Los Angeles alleging causes of action as follows: enforcement of coverage under Hawaiians policy of an underlying default judgment plaintiff obtained against
Hawaiians former insured, who was denied a defense in the underlying lawsuit due to his failure to timely pay the Hawaiian policy premium; ratification and waiver of policy lapse and declaratory relief against Hawaiian; breach of implied
covenant of good faith and fair dealing against Hawaiian with the plaintiff as the assignee of the insured; intentional misconduct as to the defendant SCJ Insurance Services (SCJ); and professional negligence as to the defendants Prompt Insurance
Services, Paul Ruelas, and Anthony David Medina. SCJ, Prompt Insurance Services, Paul Ruelas, and Anthony David Medina are not affiliated with AIC. The plaintiff sought to enforce an underlying default judgment obtained against Hawaiians
insured in September 2004 in the amount of $35.0 million and additional bad faith damages including punitive damages in the amount of $35.0 million. In August 2005, plaintiff served a copy of its Second Amended Complaint, which added a cause of
action for fraud and deceit against all defendants, and a cause of action for negligent misrepresentation against Hawaiian and SCJ.

In January 2006, Judge Bigelow absolved Hawaiian and SCJ of all counts plaintiff filed against them in this litigation on the trial court level by virtue of court order on motions for summary judgment that were submitted by both Hawaiian
and SCJ. A partial dismissal without prejudice was entered as to defendant Paul Ruelas. Plaintiff filed a notice of appeal in April 2006. In September 2006, Hawaiian moved to stay appellate proceedings pursuant to an Order of Liquidation entered in
August 2006, in the Circuit Court for the State of Hawaii.

In October 2006, The Court of Appeal of the State of
California, Second Appellate District, Division Five, granted the stay order requested by Hawaiian. In December 2006, the court modified its October 2006 stay order by lifting it as to SCJ, causing the suit to proceed with SCJ as the sole defendant.
Hawaiian filed a status update with the court in March 2007, indicating that the liquidation proceeding for Hawaiian remained pending and in full force and effect. On March 15, 2007, plaintiff moved the Court of Appeal to lift the stay and that
motion was denied. On March 27, 2007, plaintiff filed a petition with the Supreme Court of California for review of the Court of Appeals order denying plaintiffs motion to lift the stay, and in July 2007, the Supreme Court of
California denied that petition.



13



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





|8. | Fair Value of Assets and Liabilities
|-- | ------------------------------------

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We hold fixed-income securities and other
financial instruments, which are carried at fair value.

Fair value measurements are generally based upon observable and
unobservable inputs. Observable inputs are based on market data from independent sources, while unobservable inputs reflect our view of market assumptions in the absences of observable market information. We utilize valuation techniques that
maximize the use of observable inputs while minimizing the use of unobservable inputs. All assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2 - Quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; and model driven valuations that use observable market data.

Level 3-
Instruments that use model driven valuations that do not have observable market data.

Level 1 primarily consists of
financial instruments whose value is based on quoted market prices.

Level 2 includes those financial instruments that are
valued by quoted market prices in markets that are not active or by independent pricing services or valued using models or other valuation techniques. All significant inputs are observable, or derived from observable information in the marketplace,
or are supported by observable levels at which transactions are executed in the market place.

Level 3 includes financial
instruments whose fair value is estimated based on non-binding broker prices or by model driven valuations that utilize significant inputs not based on, or corroborated by readily available market information. This category contains our interest
rate swaps and our auction-rate tax exempt securities which are more fully discussed in the Liquidity section.

The
quantitative disclosures about the fair value measurements for each major category of assets and liabilities at June 30, 2008 were as follows (in thousands):



|                                        |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       
|--------------------------------------- |  | ------------ | ------- | ------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | ------- |  | - | ------
|                                        |  | June 30,2008 |         | QuotedPrices inActiveMarkets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets:                                 |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       
|U.S. Government and agencies securities |  | $            | 7,547   |                                       | $ | 7,547                                     |  | $                                      | -       |  | $ | -     
|Mortgage-backed securities              |  |              | 6,576   |                                       |   | -                                         |  |                                        | 6,576   |  |   | -     
|Tax-exempt securities                   |  |              | 282,383 |                                       |   | -                                         |  |                                        | 221,414 |  |   | 60,969
|Corporate and other securities          |  |              | 1,000   |                                       |   | 1,000                                     |  |                                        | -       |  |   | -     
|                                        |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       
|Total available-for-sale-securities     |  |              | 297,506 |                                       |   | 8,547                                     |  |                                        | 227,990 |  |   | 60,969
|Cash and cash equivalents               |  |              | 55,772  |                                       |   | 55,772                                    |  |                                        | -       |  |   | -     
|Fiduciary and restricted cash           |  |              | 26,473  |                                       |   | 26,473                                    |  |                                        | -       |  |   | -     
|                                        |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       
|Total assets                            |  | $            | 379,751 |                                       | $ | 90,792                                    |  | $                                      | 227,990 |  | $ | 60,969
|                                        |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       
|                                        |  |              |         |                                      
|Liabilities:                            |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       
|Interest rate swaps                     |  | $            | 1,044   |                                       | $ | -                                         |  | $                                      | -       |  | $ | 1,044 
|                                        |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       
|Total liabilities                       |  | $            | 1,044   |                                       | $ | -                                         |  | $                                      | -       |  | $ | 1,044 
|                                        |  |              |         |                                       |   |                                           |  |                                        |         |  |   |       



14



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





The quantitative disclosures about the fair value measurements for assets in category
Level 3 as June 30, 2008 were as follows (in thousands):



|                                                |  |                                                                                           |         |  
|----------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------- | -
|                                                |  | Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Tax-Exempt Securities |        
|Balance at January 1, 2008                      |  | $                                                                                         | -       |  
|Total gains or losses (realized/unrealized):    |  |                                                                                           |         |  
|Included in earnings (or changes in net assets) |  |                                                                                           | -       |  
|Included in other comprehensive income          |  |                                                                                           | (3,804  | )
|Purchases, issuances, and settlements           |  |                                                                                           | (30,875 | )
|Transfers in and/or out of Level 3              |  |                                                                                           | 95,648  |  
|                                                |  |                                                                                           |         |  
|Balance at June 30, 2008                        |  | $                                                                                         | 60,969  |  
|                                                |  |                                                                                           |         |  

The quantitative disclosures about the fair value measurements for liabilities in
category Level 3 as June 30, 2008 were as follows (in thousands):



|                                                |  |                                                                                         |       |  
|----------------------------------------------- |  | --------------------------------------------------------------------------------------- | ----- | -
|                                                |  | Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Interest Rate Swaps |      
|Balance at January 1, 2008                      |  | $                                                                                       | 1,745 |  
|Total gains or losses (realized/unrealized):    |  |                                                                                         |       |  
|Included in earnings (or changes in net assets) |  |                                                                                         | -     |  
|Included in other comprehensive income          |  |                                                                                         | (701  | )
|Purchases, issuances, and settlements           |  |                                                                                         | -     |  
|Transfers in and/or out of Level 3              |  |                                                                                         | -     |  
|                                                |  |                                                                                         |       |  
|Balance at June 30, 2008                        |  | $                                                                                       | 1,044 |  
|                                                |  |                                                                                         |       |  

Gains and losses (realized and unrealized) for Level 3 assets included in earnings
for the six-month period ended June 30, 2008, are reported in net investment income and other comprehensive income as follows:



|                                                                            |  |                     |   |                          |   |        |  
|--------------------------------------------------------------------------- |  | ------------------- | - | ------------------------ | - | ------ | -
|                                                                            |  | NetInvestmentIncome |   | OtherComprehensiveIncome |  
|Total gains included in earnings                                            |  | $                   | - |                          | $ | -      |  
|Change in unrealized losses relating to assets still held at reporting date |  |                     | - |                          |   | (4,505 | )

The fair values presented represent our best estimates and may not be
substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all non-financial instruments are not required to be disclosed. Therefore,
the aggregate fair value amounts presented do not purport to represent our underlying value.



15



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AFFIRMATIVE INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued





|9. | Income Taxes
|-- | ------------

The effective tax rate on income differs from the federal statutory tax rate of 35% for the following reasons (in thousands):



|                                                                |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|--------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |  
|                                                                |  | 2008                       |       |   | 2007                     |   |       | 2008 |  |   | 2007   |  
|Income before income taxes                                      |  | $                          | 2,964 |   |                          | $ | 1,355 |      |  | $ | 9,304  |   |  | $ | 4,803  |  
|Tax provision computed at the federal statutory income tax rate |  |                            | 1,037 |   |                          |   | 475   |      |  |   | 3,256  |   |  |   | 1,681  |  
|Increases (reductions) in tax resulting from:                   |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Tax-exempt interest                                             |  |                            | (694  | ) |                          |   | (634  | )    |  |   | (1,541 | ) |  |   | (1,238 | )
|State income taxes                                              |  |                            | 181   |   |                          |   | (303  | )    |  |   | 664    |   |  |   | 25     |  
|Other                                                           |  |                            | 99    |   |                          |   | 699   |      |  |   | (44    | ) |  |   | 971    |  
|                                                                |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|                                                                |  | $                          | 623   |   |                          | $ | 237   |      |  | $ | 2,335  |   |  | $ | 1,439  |  
|                                                                |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|                                                                |  |                            |       |  
|Effective tax rate                                              |  |                            | 21.0  | % |                          |   | 17.5  | %    |  |   | 25.1   | % |  |   | 30.0   | %
|                                                                |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  



16



---

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

OVERVIEW

We are a distributor and producer of non-standard personal automobile insurance policies and related products and services for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide
coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile
insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage.

As of June 30, 2008, our subsidiaries included five insurance companies licensed to write insurance policies in 40 states, four underwriting agencies, and six retail agencies with 223 owned stores and 34 operating franchise retail
store locations and relationships with two unaffiliated underwriting agencies. We are currently active in offering insurance directly to individual consumers through retail stores in 10 states (Louisiana, Texas, Illinois, Alabama, Florida, Missouri,
Indiana, South Carolina, Kansas, and Wisconsin), including our franchised stores in Florida, and distributing our own insurance policies through 8,100 independent agents in 9 states (Texas, Illinois, California, Michigan, Florida, Missouri, Indiana,
South Carolina, and New Mexico). The 13 states in which we operate collectively represent approximately 56% of the non-standard personal automobile insurance market. These states accounted for $16.7 billion in direct written premium in 2006,
based on information from A. M. Best and our company analysis. We believe the states in which we operate are among the most attractive non-standard personal automobile insurance markets due to a number of factors, including size of market and
existing regulatory and competitive environments.

We believe that the delivery of non-standard personal automobile
insurance policies to individual consumers requires the interaction of three basic operations, each with a specialized function:



| |  |  | Insurance companies, which possess the regulatory authority and capital necessary to issue insurance policies;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | Underwriting agencies, which supply centralized infrastructure and personnel required to design and service insurance policies that are distributed
through retail agencies; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Retail agencies,which provide multiple points of sale under established local brands with personnel licensed and trained to sell insurance policies and
ancillary products to individual consumers.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our three operating components often function as a
vertically integrated unit, capturing the premium and associated risk and commission income and fees generated from the sale of an insurance policy. There are other instances, however, when each of our operations functions with unaffiliated entities
on an unbundled basis, either independently or with one or both of the other two operations.

We believe that our ability
to enter into a variety of business relationships with third-parties allows us to maximize sales penetration and profitability through industry cycles better than if we employed a single, vertically integrated operating structure.

CRITICAL ACCOUNTING POLICIES

There
have been no changes of critical accounting policies since December 31, 2007.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which requires most identifiable assets, liabilities,
non-controlling interests, and goodwill acquired in a business combination to be recorded at full fair value. SFAS No. 141R also requires, among other things, the acquisition costs to be expensed in the periods they are incurred, the contingent
considerations resulting from events after the acquisition date to be measured and recognized at the acquisition date fair value with subsequent changes recognized in earnings, and the change in deferred tax benefit that are recognizable because of
a business combination to be recognized either in income or directly in contributed capital in the period of business combination. SFAS No. 141R is effective for business combinations occurring after December 15, 2008. If we have business
combinations, SFAS No. 141R could have a material impact in the future on our results of operations or financial condition.



17



---

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment to FASB Statement No. 133. SFAS No. 161 amends and expands the disclosure requirements of Statement 133 in order to provide users of financial statements with enhanced disclosures about
an entitys derivative and hedging activities and thereby improving the transparency of financial reporting. To meet these objectives, SFAS No. 161 requires qualitative disclosure about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We do not expect SFAS No. 161 to have a material impact on our results of operations or financial condition.

MEASUREMENT OF PERFORMANCE

We are
an insurance holding company engaged in the underwriting, servicing and distributing of non-standard personal automobile insurance policies and related products and services. We distribute our products through three distinct distribution channels:
our owned retail stores, independent agents and unaffiliated managing general agencies. We generate earned premiums and fees from policyholders through the sale of our insurance products. In addition, through our owned retail stores, we sell
insurance policies of third-party insurers and other products or services of unaffiliated third-party providers and thereby earn commission income from those third-party providers and insurers and fees from the customers.

As part of our corporate strategy, we treat our owned retail stores as independent agents, encouraging them to sell to their individual
customers whatever products are most appropriate for and affordable to those customers. We believe that this offers our retail customers the best combination of service and value, developing stronger customer loyalty and improving customer
retention. In practice, this means that in our owned retail stores, the relative proportion of the sales of our own insurance products as compared to the sales of the third-party policies will vary depending upon the competitiveness of our insurance
products in the marketplace during the period. This reflects our intention of maintaining the margins in our insurance company subsidiaries, even at the cost of business lost to third-party carriers.

The market conditions that existed for the past several years continued in the first half of 2008 putting downward pressure on industry
rate levels. Our insurance company subsidiaries have continued developing and introducing new and better segmented products to serve our target markets.

In the independent agency distribution channel and the unaffiliated managing general agency (MGA) distribution channel, the effect of competitive conditions is the same as in our owned retail store distribution
channel. As in our retail stores, independent agents (either working directly with us or through unaffiliated MGAs) not only offer our products but also offer their customers a selection of products by third-party carriers. Therefore, our insurance
products must be competitive in pricing, features, commission rates and ease of sale or the independent agents will sell the products of those third-parties instead of our products. We believe that we are generally competitive in the markets we
serve, and we constantly evaluate our products relative to those of other carriers.

Premiums.One measurement of
our performance is the level of gross premiums written and a second measurement is the relative proportion of premiums written through our three distribution channels. The following table displays our gross premiums written and assumed by
distribution channel for the three and six months ended June 30, 2008 and 2007 (in thousands):



|                                   |  |                            |        |                          |   |         |  |   |         |   |  |   |         |  
|---------------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------- |  | - | ------- | - |  | - | ------- | -
|                                   |  | Three Months EndedJune 30, |        | Six Months EndedJune 30, |  
|                                   |  | 2008                       |        | 2007                     |   | 2008    |  |   | 2007    |  
|Our underwriting agencies:         |  |                            |        |                          |   |         |  |   |         |   |  |   |         |  
|Retail agencies                    |  | $                          | 54,523 |                          | $ | 55,852  |  | $ | 127,238 |   |  | $ | 135,669 |  
|Independent agencies               |  |                            | 29,520 |                          |   | 36,976  |  |   | 66,274  |   |  |   | 88,922  |  
|                                   |  |                            |        |                          |   |         |  |   |         |   |  |   |         |  
|Subtotal                           |  |                            | 84,043 |                          |   | 92,828  |  |   | 193,512 |   |  |   | 224,591 |  
|Unaffiliated underwriting agencies |  |                            | 7,185  |                          |   | 9,324   |  |   | 16,878  |   |  |   | 20,716  |  
|Other                              |  |                            | -      |                          |   | 1       |  |   | (1      | ) |  |   | (1      | )
|                                   |  |                            |        |                          |   |         |  |   |         |   |  |   |         |  
|Total                              |  | $                          | 91,228 |                          | $ | 102,153 |  | $ | 210,389 |   |  | $ | 245,306 |  
|                                   |  |                            |        |                          |   |         |  |   |         |   |  |   |         |  



18



---

Total gross premiums written for the three months and six months ended June 30, 2008
decreased $10.9 million and $34.9 million, respectively or 10.7% and 14.2%, respectively compared with the prior year primarily due to macroeconomic effects including higher fuel and food prices and the deterioration of the labor market and the
ongoing competitive impact that has created a soft market. In our retail distribution channel, gross premiums written consist of premiums written for our affiliated insurance carriers products only and do not include premiums
written for third-party insurance carriers in our retail and franchised stores. We earn only commission income and fees in our retail distribution channel for sales of third-party insurance policies. Gross premiums written in our retail distribution
channel for the three and six month ended June 30, 2008 decreased $1.3 million and $8.4 million, respectively, or 2.4% and 6.2%, respectively when compared with the prior year.

In our independent agency distribution channel, gross premiums written for the three and six months ended June 30, 2008 decreased
$7.5 million and $22.6 million, respectively, or 20.2% and 25.5%, compared with the prior year. The decrease is due to the overall decline in premium volumes.

Gross premiums written by our unaffiliated agencies for the three months and six months ended June 30, 2008 decreased $2.1 million and $3.8 million, respectively or 22.9% and 18.5%, compared
with the prior year. For strategic reasons, we have chosen to reduce our emphasis on growth in the unaffiliated underwriting agencies distribution channel.

The following table displays our gross premiums written and assumed, by state, for the three and six months ended June 30, 2008 and 2007 (in thousands):



|               |  |                            |        |   |                          |   |         |  |   |         |   |  |      |         |        |  |   |         |  |   |         |  
|-------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------- |  | - | ------- | - |  | ---- | ------- | ------ |  | - | ------- |  | - | ------- | -
|               |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|               |  | 2008                       |        |   | 2007                     |   | Change  |  |   | 2008    |   |  | 2007 |         | Change | 
|Louisiana      |  | $                          | 32,070 |   |                          | $ | 33,165  |  | $ | (1,095  | ) |  | $    | 73,809  |        |  | $ | 77,450  |  | $ | (3,641  | )
|Texas          |  |                            | 16,080 |   |                          |   | 16,867  |  |   | (787    | ) |  |      | 35,209  |        |  |   | 38,744  |  |   | (3,535  | )
|Illinois       |  |                            | 12,093 |   |                          |   | 15,791  |  |   | (3,698  | ) |  |      | 29,531  |        |  |   | 37,846  |  |   | (8,315  | )
|California     |  |                            | 7,066  |   |                          |   | 8,975   |  |   | (1,909  | ) |  |      | 16,597  |        |  |   | 19,821  |  |   | (3,224  | )
|Alabama        |  |                            | 5,999  |   |                          |   | 4,785   |  |   | 1,214   |   |  |      | 14,987  |        |  |   | 11,570  |  |   | 3,417   |  
|Florida        |  |                            | 7,216  |   |                          |   | 7,810   |  |   | (594    | ) |  |      | 11,474  |        |  |   | 16,731  |  |   | (5,257  | )
|Michigan       |  |                            | 3,076  |   |                          |   | 4,164   |  |   | (1,088  | ) |  |      | 9,325   |        |  |   | 13,594  |  |   | (4,269  | )
|Missouri       |  |                            | 2,066  |   |                          |   | 2,859   |  |   | (793    | ) |  |      | 6,134   |        |  |   | 9,548   |  |   | (3,414  | )
|Indiana        |  |                            | 2,244  |   |                          |   | 3,006   |  |   | (762    | ) |  |      | 5,559   |        |  |   | 8,179   |  |   | (2,620  | )
|South Carolina |  |                            | 2,346  |   |                          |   | 3,453   |  |   | (1,107  | ) |  |      | 5,497   |        |  |   | 8,070   |  |   | (2,573  | )
|New Mexico     |  |                            | 853    |   |                          |   | 927     |  |   | (74     | ) |  |      | 1,987   |        |  |   | 2,858   |  |   | (871    | )
|Arizona        |  |                            | 61     |   |                          |   | 229     |  |   | (168    | ) |  |      | 158     |        |  |   | 552     |  |   | (394    | )
|Georgia        |  |                            | 59     |   |                          |   | 96      |  |   | (37     | ) |  |      | 123     |        |  |   | 213     |  |   | (90     | )
|Utah           |  |                            | -      |   |                          |   | 24      |  |   | (24     | ) |  |      | -       |        |  |   | 130     |  |   | (130    | )
|Other          |  |                            | (1     | ) |                          |   | 2       |  |   | (3      | ) |  |      | (1      | )      |  |   | -       |  |   | (1      | )
|               |  |                            |        |   |                          |   |         |  |   |         |   |  |      |         |        |  |   |         |  |   |         |  
|Total          |  | $                          | 91,228 |   |                          | $ | 102,153 |  | $ | (10,925 | ) |  | $    | 210,389 |        |  | $ | 245,306 |  | $ | (34,917 | )
|               |  |                            |        |   |                          |   |         |  |   |         |   |  |      |         |        |  |   |         |  |   |         |  



19



---

The following table displays our net premiums written by distribution channel for the
three and six months ended June 30, 2008 and 2007 (in thousands):



|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                 |  | 2008                       |        |   | 2007                     |   |         | 2008 |  |   | 2007    |  
|Our underwriting agencies:                                       |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Retail agencies  gross premiums written                         |  | $                          | 54,523 |   |                          | $ | 55,852  |      |  | $ | 127,238 |   |  | $ | 135,669 |  
|Ceded reinsurance                                                |  |                            | (9,521 | ) |                          |   | 28,277  |      |  |   | (22,175 | ) |  |   | (10,813 | )
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Subtotal retail agencies net premiums written                    |  |                            | 45,002 |   |                          |   | 84,129  |      |  |   | 105,063 |   |  |   | 124,856 |  
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Independent agencies  gross premiums written                    |  |                            | 29,520 |   |                          |   | 36,976  |      |  |   | 66,274  |   |  |   | 88,922  |  
|Ceded reinsurance                                                |  |                            | (392   | ) |                          |   | (617    | )    |  |   | (1,139  | ) |  |   | (2,451  | )
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Subtotal independent agencies net premiums written               |  |                            | 29,128 |   |                          |   | 36,359  |      |  |   | 65,135  |   |  |   | 86,471  |  
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Unaffiliated underwriting agencies  gross premiums written      |  |                            | 7,185  |   |                          |   | 9,324   |      |  |   | 16,878  |   |  |   | 20,716  |  
|Ceded reinsurance                                                |  |                            | (59    | ) |                          |   | (96     | )    |  |   | (123    | ) |  |   | (213    | )
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Subtotal unaffiliated underwriting agencies net premiums written |  |                            | 7,126  |   |                          |   | 9,228   |      |  |   | 16,755  |   |  |   | 20,503  |  
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Catastrophe and contingent coverages with various reinsurers     |  |                            | (150   | ) |                          |   |        |      |  |   | (420    | ) |  |   |        |  
|Other, net                                                       |  |                            | (28    | ) |                          |   | 1       |      |  |   | (59     | ) |  |   | (1      | )
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Total net premiums written                                       |  | $                          | 81,078 |   |                          | $ | 129,717 |      |  | $ | 186,474 |   |  | $ | 231,829 |  
|                                                                 |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  

Total net premiums written for the three months ended June 30, 2008 decreased
$48.6 million, or 37.5%, compared with the prior year quarter. Total net premiums written for the six months ended June 30, 2008 decreased $45.3 million, or 19.6%, compared with the prior year period. For the three months ended June 30,
2008, net premiums written in our retail distribution channel decreased $39.1 million, or 46.5%, compared with the same period in the prior year. For the six months ended June 30, 2008, net premiums written in our retail distribution channel
decreased $19.8 million, or 15.9%, compared with the same period in the prior year. The decrease in both periods was primarily due to our exercise of an option to terminate certain reinsurance contracts on a cut-off basis on
April 1, 2007. As a result, we received $31.0 million to settle the unearned premiums less ceding commissions. In addition on April 1, 2007 our retention increased from 30% to 75% in Louisiana and from 25% to 75% in Alabama on policies
issued in those two states.



20



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RESULTS OF OPERATIONS

The following table sets forth the components of consolidated statements of income as a percentage of total revenues and certain operational information for the periods indicated (in thousands):



|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|-------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                             |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                             |  | 2008                       |        |   | 2007                     |   |         | 2008 |  |   | 2007    |  
|Revenues                                     |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Net premiums earned                          |  |                            | 79.9   | % |                          |   | 80.5    | %    |  |   | 79.2    | % |  |   | 78.1    | %
|Commission income and fees                   |  |                            | 17.1   |   |                          |   | 16.8    |      |  |   | 17.4    |   |  |   | 18.9    |  
|Net investment income                        |  |                            | 2.9    |   |                          |   | 2.9     |      |  |   | 3.3     |   |  |   | 3.2     |  
|Net realized gains (losses)                  |  |                            | 0.1    |   |                          |   | (0.2    | )    |  |   | 0.1     |   |  |   | (0.2    | )
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Total revenues                               |  |                            | 100.0  |   |                          |   | 100.0   |      |  |   | 100.0   |   |  |   | 100.0   |  
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                             |  |                            |        |  
|Expenses                                     |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Losses and loss adjustment expenses          |  |                            | 60.0   |   |                          |   | 58.9    |      |  |   | 59.5    |   |  |   | 57.4    |  
|Selling, general and administrative expenses |  |                            | 31.7   |   |                          |   | 33.6    |      |  |   | 30.5    |   |  |   | 33.1    |  
|Depreciation and amortization                |  |                            | 2.1    |   |                          |   | 2.0     |      |  |   | 2.0     |   |  |   | 2.4     |  
|Interest expense                             |  |                            | 3.7    |   |                          |   | 4.5     |      |  |   | 4.1     |   |  |   | 5.2     |  
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Total expenses                               |  |                            | 97.5   |   |                          |   | 99.0    |      |  |   | 96.1    |   |  |   | 98.1    |  
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Income before income taxes                   |  |                            | 2.5    |   |                          |   | 1.0     |      |  |   | 3.9     |   |  |   | 1.9     |  
|Income taxes                                 |  |                            | 0.5    |   |                          |   | 0.2     |      |  |   | 1.0     |   |  |   | 0.6     |  
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Net income                                   |  |                            | 2.0    | % |                          |   | 0.8     | %    |  |   | 2.9     | % |  |   | 1.3     | %
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                             |  |                            |        |  
|Operational Information                      |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Gross premiums written                       |  | $                          | 91,228 |   |                          | $ | 102,153 |      |  | $ | 210,389 |   |  | $ | 245,306 |  
|Net premiums written                         |  |                            | 81,078 |   |                          |   | 129,717 |      |  |   | 186,474 |   |  |   | 231,829 |  
|Percentage retained                          |  |                            | 88.9   | % |                          |   | 127.0   | %    |  |   | 88.6    | % |  |   | 94.5    | %
|                                             |  |                            |        |  
|Loss ratio                                   |  |                            | 75.1   | % |                          |   | 73.1    | %    |  |   | 75.2    | % |  |   | 73.5    | %
|Expense ratio                                |  |                            | 20.9   |   |                          |   | 23.4    |      |  |   | 18.9    |   |  |   | 21.3    |  
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Combined ratio                               |  |                            | 96.0   | % |                          |   | 96.5    | %    |  |   | 94.1    | % |  |   | 94.8    | %
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Effective tax rate                           |  |                            | 21.0   | % |                          |   | 17.5    | %    |  |   | 25.1    | % |  |   | 30.0    | %
|                                             |  |                            |        |   |                          |   |         |      |  |   |         |   |  |   |         |  

Comparison of the Three Months Ended June 30, 2008 to the Three Months Ended June 30, 2007

Total revenues for the three months ended June 30, 2008 decreased $23.6 million, or 16.8%, compared with the
three months ended June 30, 2007. The decrease was primarily due to decreases in net earned premium, commission income and fees and investment income.

The largest component of revenue is net premiums earned on insurance policies issued by our five affiliated insurance carriers. Net premiums earned for the current quarter decreased $19.7
million, or 17.4%, compared with the prior year quarter. Since insurance premiums are earned over the service period of the policies, the revenue in the current quarter includes premiums earned on insurance products written through our three
distribution channels in both current and previous periods. Net premiums earned during the current quarter on policies sold through our affiliated underwriting agencies (including retail and independent agencies) decreased by $17.9 million, or
17.4%. This decrease was primarily due to lower revenue related to sales of our insurance products due to the decline in production and the macroeconomic effects including higher fuel and food prices and the deterioration of the labor market and the
ongoing competitive impact that has created a soft market. Net premiums earned on insurance products sold through the unaffiliated underwriting agencies distribution channel decreased by $1.8 million, or 18.0%, compared with the prior
year quarter. For strategic reasons, we have chosen to reduce our emphasis on the unaffiliated underwriting agencies distribution channel.



21



---

The following table sets forth net premiums earned by distribution channel for the
current quarter and the prior year quarter (in thousands):



|                                   |  |                             |        |      |   |          |  |   |          |   |  |       |   
|---------------------------------- |  | --------------------------- | ------ | ---- | - | -------- |  | - | -------- | - |  | ----- | --
|                                   |  | Three Months Ended June 30, |       
|                                   |  | 2008                        |        | 2007 |   | $ Change |  |   | % Change |  
|Our underwriting agencies          |  | $                           | 85,149 |      | $ | 103,045  |  | $ | (17,896  | ) |  | (17.4 | )%
|Unaffiliated underwriting agencies |  |                             | 8,374  |      |   | 10,212   |  |   | (1,838   | ) |  | (18.0 | ) 
|                                   |  |                             |        |      |   |          |  |   |          |   |  |       |   
|Total net premiums earned          |  | $                           | 93,523 |      | $ | 113,257  |  | $ | (19,734  | ) |  | (17.4 | )%
|                                   |  |                             |        |      |   |          |  |   |          |   |  |       |   

Commission Income and Fees. Another measurement of our performance is the
relative level of production of commission income and fees. Commission income and fees consists of three principal types, including (a) the commission income and fees earned by our underwriting agencies on insurance business that is not written
or retained by us, (b) policy, installment, premium finance, franchise, royalty and agency fees earned for business written or assumed by our insurance companies both through independent agents and our retail agencies and (c) the
commission income earned on sales of unaffiliated (third-party) companies insurance polices or other products sold by our retail agencies. These various types of commission income and fees are impacted in different ways by the decisions we
make in pursuing our corporate strategy.

Commission income and fees are earned by our underwriting agencies on business
that is not written or retained by us. We only earn this income when we reinsure a portion of our insurance business to other parties. We have substantially eliminated our reinsurance contracts with our underwriting agencies and, as a result, this
income source has been almost eliminated. Instead, we generate additional premium on the retained business, increasing our earned premiums. Had we continued to utilize reinsurance to a greater extent, our earned premiums would have been reduced but
we would have earned greater commission income and fees for servicing the policies. In the future, we may choose to increase the use of reinsurance, which could result in an increase in this type of commission income and fees, and a concomitant
reduction in earned premiums.

Policy, installment, premium finance, franchise, royalty and agency fees are earned for
business written or assumed by our insurance companies both through independent agents and our retail agencies. Policy, installment and agency fees are fees charged to the customers in connection with their purchase of coverage from our insurance
carriers. We can increase or decrease agency and installment fees at will, but policy fees and interest rates must be approved by the applicable states department of insurance. Premium finance fees are financing fees earned by our premium
finance subsidiaries, and consist of interest and origination fees on policies that customers choose to finance. Franchise and royalty fees are earned from our franchised stores in Florida, but are not significant to our financial results.

Commissions are earned on sales of unaffiliated (third-party) companies products sold by our retail agencies. As
described above, in our owned retail stores there can be a shift in the relative proportion of the sales of third-party insurance products as compared to sales of our own carriers products due to the relative competitiveness of our insurance
products that could result in an increase in our commission income and fees from non-affiliated third-party insurers. We negotiate commission rates with the various third-party carriers whose products we agree to sell in our retail stores. As a
result, the level of third-party commission income will also vary depending upon the mix by carrier of third-party products that are sold. In addition, we earn fees from the sales of other products and services (such as tax preparation services,
auto club memberships and bond cards) offered by unaffiliated companies.



22



---

The following sets forth the components of consolidated commission income and fees earned
for the current quarter and the prior year quarter (in thousands):



|                                                   |  |                            |        |      |   |          |  |   |          |   |  |       |   
|-------------------------------------------------- |  | -------------------------- | ------ | ---- | - | -------- |  | - | -------- | - |  | ----- | --
|                                                   |  | Three Months EndedJune 30, |       
|                                                   |  | 2008                       |        | 2007 |   | $ Change |  |   | % Change |  
|Income on non-retained business:                   |  |                            |        |      |   |          |  |   |          |   |  |       |   
|MGA commissions                                    |  | $                          | 45     |      | $ | 172      |  | $ | (127     | ) |  | (73.8 | )%
|Claims service fee income                          |  |                            | 127    |      |   | 379      |  |   | (252     | ) |  | (66.5 | ) 
|Income related to sales of our insurance products: |  |                            |        |      |   |          |  |   |          |   |  |       |   
|Policyholder fee income                            |  |                            | 11,262 |      |   | 13,102   |  |   | (1,840   | ) |  | (14.0 | ) 
|Premium finance revenue                            |  |                            | 4,987  |      |   | 5,897    |  |   | (910     | ) |  | (15.4 | ) 
|Agency fees                                        |  |                            | 136    |      |   | 383      |  |   | (247     | ) |  | (64.5 | ) 
|Income related to sales of third-party products:   |  |                            |        |      |   |          |  |   |          |   |  |       |   
|Commissions and fees                               |  |                            | 2,451  |      |   | 3,086    |  |   | (635     | ) |  | (20.6 | ) 
|Agency fees                                        |  |                            | 1,016  |      |   | 571      |  |   | 445      |   |  | 77.9  |   
|                                                   |  |                            |        |      |   |          |  |   |          |   |  |       |   
|Total commission income and fees                   |  | $                          | 20,024 |      | $ | 23,590   |  | $ | (3,566   | ) |  | (15.1 | )%
|                                                   |  |                            |        |      |   |          |  |   |          |   |  |       |   

Commission income and fees decreased $3.6 million, or 15.1%, compared with the
prior year quarter. This decrease was primarily due to lower fees and premium finance revenue related to sales of our insurance products due to the decline in production.

Net Investment Income.Net investment income for the current quarter decreased $0.7 million, or 17.2%, compared with the prior year quarter. The decrease was primarily due to a
lower invested balance partially offset by an increase in yield.

Losses and Loss Adjustment Expenses. Since the
largest expenses of an insurance company are the losses and loss adjustment expenses, another measurement of our insurance carriers performance is the level of such expenses, specifically as a ratio to earned premiums. Our losses and loss
adjustment expenses are a blend of the specific estimated and actual costs of providing the coverage contracted by the purchasers of our insurance policies. We maintain reserves to cover our estimated ultimate liability for losses and related loss
adjustment expenses for both reported and unreported claims on the insurance policies issued by our insurance companies. The establishment of appropriate reserves is an inherently uncertain process, involving actuarial and statistical projections of
what we expect to be the cost of the ultimate settlement and administration of claims based on historical claims information, estimates of future trends in claims severity and other variable factors such as inflation. Due to the inherent uncertainty
of estimating reserves, reserve estimates can be expected to vary from period to period. To the extent that our reserves prove to be inadequate in the future, we would be required to increase our reserves for losses and loss adjustment expenses and
incur a charge to earnings in the period during which such reserves are increased. We have a limited history in establishing reserves and the historic development of our reserves for losses and loss adjustment expenses is not necessarily indicative
of future trends in the development of these amounts.

Losses and loss adjustment expenses for the current quarter
decreased $12.6 million, or 15.2%, compared with the prior year quarter. The percentage of losses and loss adjustment expense to net premiums earned (the loss ratio) was 75.1% in the current quarter compared with 73.1% in the prior year quarter. The
increase in loss ratio was primarily due to 1.4 points of favorable development in 2007 on prior accident years as opposed to 0.1 points of adverse development in 2008. The increase in the accident quarter loss ratio for the three months ended
June 30, 2008 compared to the prior year quarter was primarily due to a change in mix as Louisiana and Alabama policies, which we write at a higher loss ratio compared to our other business, were a larger percentage of our total net premiums.



23



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The following table displays the impact of loss development related to prior
periods business on our loss ratio for the current quarter and the prior year quarter:



|                                                                 |  |                            |   |  |      |  
|---------------------------------------------------------------- |  | -------------------------- | - |  | ---- | -
|                                                                 |  | Three Months EndedJune 30, |  
|                                                                 |  | 2008                       |   |  | 2007 |  
|Loss ratio  current accident year                               |  | 75.0                       | % |  | 74.5 | %
|Adverse (favorable) loss ratio development  prior accident year |  | 0.1                        |   |  | (1.4 | )
|                                                                 |  |                            |   |  |      |  
|Reported loss ratio                                              |  | 75.1                       | % |  | 73.1 | %
|                                                                 |  |                            |   |  |      |  

Selling, General and Administrative Expenses. Another measurement of our
performance that addresses our overall efficiency is the level of selling, general and administrative expenses. We recognize that our customers are primarily motivated by low prices. As a result, we strive to keep our costs as low as possible to be
able to keep our prices affordable and thus to maximize our sales while still maintaining profitability. Our selling, general and administrative expenses include not only the cost of acquiring the insurance policies through our insurance carriers
(the amortization of the deferred acquisition costs) and managing our insurance carriers and the retail stores, but also the costs of the holding company. The largest component of selling, general and administrative expenses is personnel costs,
including payroll, benefits and accrued bonus expenses.

Deferred policy acquisition costs represent the deferral of
expenses that we incur in acquiring new business or renewing existing business. Policy acquisition costs, consisting of primarily commission, premium taxes, underwriting and retail agency expenses, are initially deferred and then charged against
income ratably over the terms of the related policies through amortization of the deferred policy acquisition costs. Thus, the amortization of deferred acquisition costs is correlated with earned premium and the ratio of amortization of deferred
acquisition costs to earned premium in an accounting period is another measurement of performance.

Selling, general and
administrative expenses decreased $10.2 million, or 21.5%, compared with the prior year quarter. The overall decrease in selling, general and administrative expenses was primarily due to expenses associated with our termination of certain quota
share reinsurance agreements on a cut-off basis in the second quarter of 2007, and a reduction in operating expenses.

Amortization of deferred policy acquisition costs is a major component of selling, general and administrative expenses. The following table sets forth the impact that amortization of deferred acquisition costs had on selling, general and
administrative expenses and the change in deferred acquisition costs (in thousands):



|                                                                                  |  |                            |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Three Months EndedJune 30, |        
|                                                                                  |  | 2008                       |         |   | 2007 |  
|Amortization of deferred acquisition costs                                        |  | $                          | 18,592  |   |      | $ | 29,394  |  
|Other selling, general and administrative expenses                                |  |                            | 18,526  |   |      |   | 17,903  |  
|                                                                                  |  |                            |         |   |      |   |         |  
|Total selling, general and administrative expenses                                |  | $                          | 37,118  |   |      | $ | 47,297  |  
|                                                                                  |  |                            |         |   |      |   |         |  
|Total as a percentage of net premiums earned                                      |  |                            | 39.7    | % |      |   | 41.8    | %
|                                                                                  |  |                            |         |   |      |   |         |  
|                                                                                  |  |                           
|Beginning deferred acquisition costs                                              |  | $                          | 25,982  |   |      | $ | 30,039  |  
|Additions                                                                         |  |                            | 17,301  |   |      |   | 29,913  |  
|Amortization                                                                      |  |                            | (18,592 | ) |      |   | (29,394 | )
|                                                                                  |  |                            |         |   |      |   |         |  
|Ending deferred acquisition costs                                                 |  | $                          | 24,691  |   |      | $ | 30,558  |  
|                                                                                  |  |                            |         |   |      |   |         |  
|Amortization of deferred acquisition costs as a percentage of net premiums earned |  |                            | 19.9    | % |      |   | 26.0    | %
|                                                                                  |  |                            |         |   |      |   |         |  

During 2006, we developed a comprehensive implementation plan and supporting
business case to consolidate and transform our primary business applications onto a new strategic platform. This plan encompasses consolidating and migrating our multiple claims, point-of-sale and policy administration systems onto single strategic
platforms, as well as deploying new premium finance, reporting and business analytics capabilities. For all components of this systems transformation plan, we have selected a software package that we will configure and integrate to meet our unique
needs. We believe this systems transformation will position us to realize significant strategic benefits including: systemic pricing advantage in our marketplace via consolidated and streamlined



24



---

systems and operations; faster product time to market; additional retail revenue via premium financing; improved claims and underwriting performance via
increased automated application of best practice processing rules; a platform to simplify and hasten post-merger and acquisition integration-reducing integration costs and accelerating synergies realization; and improved customer focus and
retention. Through June 30, 2008, we have capitalized $28.6 million of costs related to the transformation. The agency management and premium finance systems were initially implemented in the fourth quarter of 2007 and full implementation was
completed in the first quarter of 2008. The insurance systems began to be implemented in June 2008. The implementation of these systems will result in higher depreciation expense and, in the short-term, additional operating expense as the old
systems remain in place. Our strategy is to put business on the new systems prospectively and keep the old systems operating until that business runs off.

Depreciation and Amortization.Depreciation and amortization expenses for the current quarter decreased $0.4 million, or 13.4%, compared with the prior year quarter. Depreciation expense increased by $0.3
million or 26.8% and amortization expense decreased by $0.7 million or 47.5% for current quarter. The decrease is primarily a result of agreements that were fully amortized in 2007.

Interest Expense.Interest expense for the current quarter decreased $2.0 million, or 32.4%, compared with the prior year
quarter. The decrease in interest expense was due to the lower level of average debt outstanding for the current quarter and the interest rate swap that we entered into in January 2008. In the second quarter of 2008, we repaid $31.6 million on the
senior secured facility. In January 2008, we entered into an interest rate swap with a notional amount of $95.0 million that was designated as a hedge of variable cash flows associated with our senior secured credit facility. Under this swap, we pay
a fixed rate of 3.031% and receive a three-month LIBOR rate. The notional amount of the swap gradually declines to $45.0 million prior to its expiration. In the second quarter of 2008, the notional amount of the swap was reduced by $5.0 million for
a $60,000 gain.

Income Taxes.Income tax expense for the current quarter was $0.6 million, or an effective
rate of 21.0%, as compared with income tax expense of $0.2 million, or an effective rate of 17.5%, for the prior year quarter.

Comparison of the Six
Months Ended June 30, 2008 to the Six Months Ended June 30, 2007

Total revenues for the six months ended
June 30, 2008 decreased $13.0 million, or 5.2%, compared with the six months ended June 30, 2007. The decrease was primarily due to decreases in both retained and third-party premium production.

The largest component of revenue is net premiums earned on insurance policies issued by our five affiliated insurance carriers. Net
premiums earned for the current period decreased $7.6 million, or 3.9%, compared with the prior year period. Since insurance premiums are earned over the term of the policies, the revenue in the current period includes premiums earned on insurance
products written through our three distribution channels in both the current and previous periods. Net premiums earned during the current period on policies sold through our affiliated underwriting agencies (including retail and independent
agencies) decreased by $4.8 million, or 2.7%. This decrease was primarily due to lower revenue related to sales of our insurance products due to the macroeconomic effects of higher fuel and food prices and the deterioration of the labor market and
the ongoing competitive impact that has created a soft market. Net premiums earned on insurance products sold through the unaffiliated underwriting agencies distribution channel decreased by $2.8 million, or 14.0%, compared with the
prior year period. For strategic reasons we have chosen to reduce our emphasis on the unaffiliated underwriting agencies distribution channel. The following table sets forth net premiums earned by distribution channel for the current period and the
prior year period (in thousands):



|                                   |  |                          |         |      |   |          |  |   |          |   |  |       |   
|---------------------------------- |  | ------------------------ | ------- | ---- | - | -------- |  | - | -------- | - |  | ----- | --
|                                   |  | Six Months EndedJune 30, |        
|                                   |  | 2008                     |         | 2007 |   | $ Change |  |   | % Change |  
|Our underwriting agencies          |  | $                        | 170,951 |      | $ | 175,756  |  | $ | (4,805   | ) |  | (2.7  | )%
|Unaffiliated underwriting agencies |  |                          | 17,440  |      |   | 20,271   |  |   | (2,831   | ) |  | (14.0 | ) 
|                                   |  |                          |         |      |   |          |  |   |          |   |  |       |   
|Total net premiums earned          |  | $                        | 188,391 |      | $ | 196,027  |  | $ | (7,636   | ) |  | (3.9  | )%
|                                   |  |                          |         |      |   |          |  |   |          |   |  |       |   



25



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Commission Income and Fees. Another measurement of our performance is the relative
level of production of commission income and fees. Commission income and fees consists of three principal types, including (a) the commission income and fees earned by our underwriting agencies on insurance business that is not written or
retained by us, (b) policy, installment, premium finance, franchise, royalty and agency fees earned for business written or assumed by our insurance companies both through independent agents and our retail agencies and (c) the commission
income earned on sales of unaffiliated (third-party) companies insurance polices or other products sold by our retail agencies. These various types of commission income and fees are impacted in different ways by the decisions we make in
pursuing our corporate strategy.

The following sets forth the components of consolidated commission income and fees earned
for the current period and the prior year period (in thousands):



|                                                   |  |                          |        |      |   |          |  |   |          |   |  |       |   
|-------------------------------------------------- |  | ------------------------ | ------ | ---- | - | -------- |  | - | -------- | - |  | ----- | --
|                                                   |  | Six Months EndedJune 30, |       
|                                                   |  | 2008                     |        | 2007 |   | $ Change |  |   | % Change |  
|Income on non-retained business:                   |  |                          |        |      |   |          |  |   |          |   |  |       |   
|MGA commissions                                    |  | $                        | 118    |      | $ | 580      |  | $ | (462     | ) |  | (79.7 | )%
|Claims service fee income                          |  |                          | 253    |      |   | 890      |  |   | (637     | ) |  | (71.6 | ) 
|Income related to sales of our insurance products: |  |                          |        |      |   |          |  |   |          |   |  |       |   
|Policyholder fee income                            |  |                          | 23,525 |      |   | 26,479   |  |   | (2,954   | ) |  | (11.2 | ) 
|Premium finance revenue                            |  |                          | 9,756  |      |   | 12,073   |  |   | (2,317   | ) |  | (19.2 | ) 
|Agency fees                                        |  |                          | 366    |      |   | 792      |  |   | (426     | ) |  | (53.8 | ) 
|Income related to sales of third-party products:   |  |                          |        |      |   |          |  |   |          |   |  |       |   
|Commissions and fees                               |  |                          | 5,415  |      |   | 5,479    |  |   | (64      | ) |  | (1.2  | ) 
|Agency fees                                        |  |                          | 2,076  |      |   | 1,058    |  |   | 1,018    |   |  | 96.2  |   
|                                                   |  |                          |        |      |   |          |  |   |          |   |  |       |   
|Total commission income and fees                   |  | $                        | 41,509 |      | $ | 47,351   |  | $ | (5,842   | ) |  | (12.3 | )%
|                                                   |  |                          |        |      |   |          |  |   |          |   |  |       |   

Commission income and fees decreased $5.8 million, or 12.3%, compared with
the prior year period. This decrease was primarily due to lower fees and premium finance revenue related to sales of our insurance products due to the decline in production and to the continued decrease in income on non-retained business as policies
that were reinsured in prior years expire. This decrease was partially offset by an increase in income related to sales of third-party products as agency fees were increased.

Net Investment Income.Net investment income for the current period decreased $0.1 million, or 1.2%, compared with the prior year period.

Losses and Loss Adjustment Expenses. Since the largest expenses of an insurance company are the losses and loss adjustment
expenses, another measurement of our insurance carriers performance is the level of such expenses, specifically as a ratio to earned premiums. Our losses and loss adjustment expenses are a blend of the specific estimated and actual costs of
providing the coverage contracted by the purchasers of our insurance policies. We maintain reserves to cover our estimated ultimate liability for losses and related loss adjustment expenses for both reported and unreported claims on the insurance
policies issued by our insurance companies. The establishment of appropriate reserves is an inherently uncertain process, involving actuarial and statistical projections of what we expect to be the cost of the ultimate settlement and administration
of claims based on historical claims information, estimates of future trends in claims severity and other variable factors such as inflation. Due to the inherent uncertainty of estimating reserves, reserve estimates can be expected to vary from
period to period. To the extent that our reserves prove to be inadequate in the future, we would be required to increase our reserves for losses and loss adjustment expenses and incur a charge to earnings in the period during which such reserves are
increased. We have a limited history in establishing reserves and the historic development of our reserves for losses and loss adjustment expenses is not necessarily indicative of future trends in the development of these amounts.

Losses and loss adjustment expenses for the current period decreased $2.5 million, or 1.7%, compared with the prior year period. The
percentage of losses and loss adjustment expense to net premiums earned (the loss ratio) was 75.2% in the current period compared with 73.5% in the prior year period. The increase in loss ratio was primarily due to 1.6 points favorable development
recorded in 2007 related to prior accident years versus 0.9 points of adverse development recorded in 2008. The decline in the accident period loss ratio for the six months ended June 30, 2008 compared to the prior year period was primarily due
to the quota share reinsurance agreement for Louisiana and Alabama as of April 1, 2007. On that date, our retention increased from 30% to 75% in Louisiana and from 25% to 75% in Alabama on policies issued in those two states. The loss
adjustment expenses for the business



26



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in these two states are presented on a gross basis. Since those expenses are on a gross basis and premium is on a net basis, the increase in retention
reduced the accident period loss ratio when comparing the first quarter of 2008 to the first quarter of 2007. Excluding the impact of the increase in retention, the accident period loss ratio increased primarily due to policies issued in Louisiana
and Alabama representing a greater percentage of our total business in 2008. These policies were designed with a higher loss ratio than the policies we issue in the other states where we do business.

The following table displays the impact of loss development related to prior periods business on our loss ratio for the current
period and the prior year period:



|                                                                 |  |                          |   |  |      |  
|---------------------------------------------------------------- |  | ------------------------ | - |  | ---- | -
|                                                                 |  | Six Months EndedJune 30, |  
|                                                                 |  | 2008                     |   |  | 2007 |  
|Loss ratio  current accident year                               |  | 74.3                     | % |  | 75.1 | %
|Adverse (favorable) loss ratio development  prior accident year |  | 0.9                      |   |  | (1.6 | )
|                                                                 |  |                          |   |  |      |  
|Reported loss ratio                                              |  | 75.2                     | % |  | 73.5 | %
|                                                                 |  |                          |   |  |      |  

Selling, General and Administrative Expenses. Another measurement of our
performance that addresses our overall efficiency is the level of selling, general and administrative expenses. We recognize that our customers are primarily motivated by low prices. As a result, we strive to keep our costs as low as possible to be
able to keep our prices affordable and thus to maximize our sales while still maintaining profitability. Our selling, general and administrative expenses include not only the cost of acquiring the insurance policies through our insurance carriers
(the amortization of the deferred acquisition costs) and managing our insurance carriers and the retail stores, but also the costs of the holding company. The largest component of selling, general and administrative expenses is personnel costs,
including payroll, benefits and accrued bonus expenses.

Deferred policy acquisition costs represent the deferral of
expenses that we incur in acquiring new business or renewing existing business. Policy acquisition costs, consisting of primarily commission, premium taxes, underwriting and retail agency expenses, are initially deferred and then charged against
income ratably over the terms of the related policies through amortization of the deferred policy acquisition costs. Thus, the amortization of deferred acquisition costs is correlated with earned premium and the ratio of amortization of deferred
acquisition costs to earned premium in an accounting period is another measurement of performance.

Selling, general and
administrative expenses decreased $10.6 million, or 12.8%, compared with the prior year period. The overall decrease in selling, general and administrative expenses was primarily due to expenses associated with our termination of certain quota share
reinsurance agreements on a cut-off basis in the second quarter of 2007, and a reduction in operating expenses.

Amortization of deferred policy acquisition costs is a major component of selling, general and administrative expenses. The following table sets forth the impact that amortization of deferred acquisition costs had on selling, general and
administrative expenses and the change in deferred acquisition costs (in thousands):



|                                                                                  |  |                          |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Six Months EndedJune 30, |        
|                                                                                  |  | 2008                     |         |   | 2007 |  
|Amortization of deferred acquisition costs                                        |  | $                        | 36,287  |   |      | $ | 45,729  |  
|Other selling, general and administrative expenses                                |  |                          | 36,146  |   |      |   | 37,291  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|Total selling, general and administrative expenses                                |  | $                        | 72,433  |   |      | $ | 83,020  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|Total as a percentage of net premiums earned                                      |  |                          | 38.4    | % |      |   | 42.4    | %
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Beginning deferred acquisition costs                                              |  | $                        | 24,536  |   |      | $ | 23,865  |  
|Additions                                                                         |  |                          | 36,442  |   |      |   | 52,422  |  
|Amortization                                                                      |  |                          | (36,287 | ) |      |   | (45,729 | )
|                                                                                  |  |                          |         |   |      |   |         |  
|Ending deferred acquisition costs                                                 |  | $                        | 24,691  |   |      | $ | 30,558  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|Amortization of deferred acquisition costs as a percentage of net premiums earned |  |                          | 19.3    | % |      |   | 23.3    | %
|                                                                                  |  |                          |         |   |      |   |         |  



27



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Depreciation and Amortization.Depreciation and amortization expenses for
the current period decreased $1.3 million, or 21.5%, compared with the prior year period. Depreciation expense increased by $0.5 million or 19.8% and amortization expense decreased by $1.8 million or 52.8% for the current period. The decrease is
primarily a result of agreements that were fully amortized in 2007.

Interest Expense.Interest expense for
the current period decreased $3.1 million, or 24.0%, compared with the prior year period. The decrease in interest expense was due to the lower level of average debt outstanding for the current period and the interest rate swap that we entered into
in January 2008. In the first half of 2008, we repaid $57.0 million of the senior secured facility. In January 2008, we entered into an interest rate swap with a notional amount of $95.0 million that was designated as a hedge of variable cash flows
associated with our senior secured credit facility. Under this swap, we pay a fixed rate of 3.031% and receive a three-month LIBOR rate. The notional amount of the swap gradually declines to $45.0 million prior to its expiration. In the second
quarter of 2008, the notional amount of the swap was reduced by $5.0 million for a $60,000 gain.

Income Taxes.Income tax expense for the current period was $2.3 million, or an effective rate of 25.1%, as compared with income tax expense of $1.4 million, or an effective rate of 30.0%, for the prior year period. The difference in the effective tax rate
for the current period was primarily due to an anticipated higher level of tax-exempt interest in 2008.

LIQUIDITY AND CAPITAL RESOURCES

Sources and uses of funds.We are a holding company with no business operations of our own. Consequently, our ability to pay
dividends to stockholders, meet our debt payment obligations and pay our taxes and administrative expenses is largely dependent on dividends or other distributions from our subsidiaries, including our insurance company subsidiaries.

There are no restrictions on the payment of dividends by our non-insurance company subsidiaries other than state corporate laws regarding
solvency. As a result, our non-insurance company subsidiaries generate revenues, profits and net cash flows that are generally unrestricted as to their availability for the payment of dividends, and we expect to use those revenues to service our
corporate financial obligations, such as debt service and stockholder dividends. As of June 30, 2008, we had $9.2 million of cash and cash equivalents in our non-insurance company entities.

State insurance laws restrict the ability of our insurance company subsidiaries to declare stockholder dividends. Under the state laws,
no dividends may be declared or paid at any time except out of earned, as distinguished from contributed, surplus. These subsidiaries may not make an extraordinary dividend until 30 days after the applicable commissioner of insurance has
received notice of the intended dividend and has not objected in such time or until the commissioner has approved the payment of the extraordinary dividend within the 30-day period. In most states, an extraordinary dividend is defined as any
dividend or distribution of cash or other property whose fair market value, together with that of other dividends and distributions made within the preceding 12 months, exceeds the greater of 10.0% of the insurance companys surplus as of the
preceding December 31 or the insurance companys net income for the preceding calendar year, in each case determined in accordance with statutory accounting practices. In addition, an insurance companys remaining surplus after
payment of a dividend or other distribution to stockholder affiliates must be both reasonable in relation to its outstanding liabilities and adequate to its financial needs. At June 30, 2008, no dividends are immediately available without
regulatory approval.

The National Association of Insurance Commissioners model law for risk-based capital provides
formulas to determine the amount of capital that an insurance company needs to ensure that it has an acceptable expectation of not becoming financially impaired. At June 30, 2008, the capital ratios of our insurance entities substantially
exceeded the risk-based capital requirements and exceeded the highest level for regulatory action under the risk-based capital guidelines.

As part of our investment holdings as of June 30, 2008, we held $64.8 million par value and $61.0 million fair value of auction-rate tax-exempt securities. The interest rates for these securities are determined
by bidding every 7, 28 or 35 days. When there are more sellers than buyers, an auction fails and bondholders that want to sell are left holding the securities. Issuers remain obligated to pay interest and principal when due when an auction fails.



28



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Rates at failed auctions are set at a level established in the terms of the debt. Auctions for these securities began to fail in late January 2008. In
mid-February 2008, investment banks stopped committing capital to the auctions and there have been widespread auctions failures since that time. We evaluated the creditworthiness of all of the underlying securities in our auction-rate tax-exempt
security portfolio excluding the impact of any monoline insurance guarantee. All of our securities are rated A- or better. Historically, the default rate on AAA-rated corporate bonds is more than ten times higher than the default rate on A-rated
municipal securities. As of July 31, 2008, we held $62.4 million par value and $59.0 million fair value of auction-rate tax-exempt securities.

Historically, all auction-rate tax-exempt securities were priced at par. Due to the failed auctions and resulting liquidity constraints, we do not believe that the fair values of these securities are still par. As a
result, these securities were recorded at their fair value based on pricing methodologies and a temporary impairment of $3.8 million was recorded in other comprehensive income as of June 30, 2008. Since we have the intent and ability to hold
these securities until maturity and our expectation is that these securities will be repaid in full upon maturity, we believe that the impairment is temporary.

Our operating subsidiaries primary sources of funds are premiums received, commission and fee income, investment income and the proceeds from the sale and maturity of investments. Funds are
used to pay claims and operating expenses, to purchase investments and to pay dividends to our holding company.

We believe
that existing cash and investment balances, as well as new cash flows generated from operations and available borrowings under our other credit facilities, will be adequate to meet our capital and liquidity needs during the 12-month period following
the date of this report at both the holding company and insurance company levels. We do not currently know of any events that could cause a material increase or decrease in our long-term liquidity needs other than the capital expenditures related to
our strategic systems consolidation and transformation program and the debt service requirements of the senior secured credit facility to fund the acquisition of USAgencies.

Senior secured credit facility. In 2007, we entered into a $220.0 million senior secured credit facility (the Facility) provided by a syndicate of lenders, that provide for a $200.0
million senior term loan facility and a revolving facility of up to $20.0 million, depending on our borrowing capacity. As of June 30, 2008, we have no borrowings under the revolving portion of the Facility. Our obligations under the Facility
are guaranteed by our material operating subsidiaries (other than our insurance companies) and are secured by a first lien security interest on all of our assets and the assets of our material operating subsidiaries (other than our insurance
companies), including a pledge of 100% of the stock of AIC. The facility contains certain financial covenants, which include capital expenditure limitations, minimum interest coverage requirements, maximum leverage ratio requirements, minimum
risk-based capital requirements, maximum combined ratio limitations, minimum fixed charge coverage ratios and a minimum consolidated net worth requirement, as well as other restrictive covenants. As time passes, certain of the financial covenants
become increasingly more restrictive. At June 30, 2008, we were in compliance with all of our financial and other covenants.

The principal amount of the term loan is payable in quarterly installments of $0.5 million, with the remaining balance due on the seventh anniversary of the closing of the Facility. Beginning in 2008, we were also required to make
additional annual principal payments that are to be calculated based upon our financial performance during the preceding fiscal year. In addition, certain events, such as the sale of material assets or the issuance of significant new equity,
necessitate additional required principal repayments. During the six months ended June 30, 2008, we made $57.0 million in principal payments.



29



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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are principally exposed to two types of market risk: interest rate risk and credit risk.

Interest rate risk.Our investment portfolio consists principally of investment-grade, fixed-income securities, all of
which are classified as available-for-sale investment securities. Accordingly, the primary market risk exposure to our debt securities is interest rate risk. In general, the fair market value of a portfolio of fixed-income securities increases or
decreases inversely with changes in market interest rates, while net investment income realized from future investments in fixed-income securities increases or decreases along with interest rates. In addition, some of our fixed-income securities
have call or prepayment options. This could subject us to reinvestment risk should interest rates fall and issuers call their securities and we reinvest at lower interest rates. We attempt to mitigate this interest rate risk by investing in
securities with varied maturity dates and by managing the duration of our investment portfolio (excluding our auction-rate municipal securities) to a defined range of less than three years. The fair value of our fixed-income securities as of
June 30, 2008 was $236.5 million. The effective average duration of the portfolio as of June 30, 2008 was 1.48 years. If market interest rates increase 1.0%, our fixed-income investment portfolio would be expected to decline in market
value by 1.48%, or $3.5 million, representing the effective average duration multiplied by the change in market interest rates. Conversely, a 1.0% decline in interest rates would result in a 1.48%, or $3.5 million, increase in the market value of
our fixed-income investment portfolio.

Credit risk.An additional exposure to our fixed-income securities
portfolio is credit risk. We attempt to manage our credit risk by investing only in investment-grade securities and limiting our exposure to a single issuer. At June 30, 2008, our fixed-income investments were invested in the following: U.S.
Treasury and agencies securities 2.6%, corporate securities 0.3%, mortgaged-backed securities 2.2% and tax-exempt securities 94.9%. At June 30, 2008, all of our fixed-income securities were rated A or better by nationally recognized
statistical rating organizations. The average quality of our portfolio was AA at June 30, 2008.

We invest
our insurance portfolio funds in highly-rated, fixed-income securities. Information about our investment portfolio is as follows ($ in thousands):



|                                    |  |              |         |   |                  |   |         |  
|----------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                    |  | June 30,2008 |         |   | December 31,2007 |  
|Total invested assets               |  | $            | 297,506 |   |                  | $ | 390,109 |  
|Tax equivalent book yield           |  |              | 5.24    | % |                  |   | 5.33    | %
|Effective average duration in years |  |              | 3.81    |   |                  |   | 1.06    |  
|Average S&P rating                  |  |              | AA      |   |                  |   | AA+     |  

We are subject to credit risks with respect to our reinsurers. Although a
reinsurer is liable for losses to the extent of the coverage which it assumes, our reinsurance contracts do not discharge our insurance companies from primary liability to each policyholder for the full amount of the applicable policy, and
consequently our insurance companies remain obligated to pay claims in accordance with the terms of the policies regardless of whether a reinsurer fulfills or defaults on its obligations under the related reinsurance agreement. In order to mitigate
credit risk to reinsurance companies, we attempt to select financially strong reinsurers with an A.M. Best rating of A- or better and continue to evaluate their financial condition. Our only current external quota share reinsurance
agreement is with a reinsurer currently rated A- by A.M. Best.

The table below presents the total amount of receivables
due from reinsurance as of June 30, 2008 and December 31, 2007, respectively (in thousands):



|                                                         |  |              |        |                  |   |       
|-------------------------------------------------------- |  | ------------ | ------ | ---------------- | - | ------
|                                                         |  | June 30,2008 |        | December 31,2007
|Quota share reinsurer for Louisiana and Alabama business |  | $            | 33,600 |                  | $ | 36,221
|Vesta Insurance Group                                    |  |              | 12,812 |                  |   | 13,519
|Michigan Catastrophic Claims Association                 |  |              | 14,850 |                  |   | 12,384
|Other                                                    |  |              | 4,640  |                  |   | 4,715 
|                                                         |  |              |        |                  |   |       
|Total reinsurance recoverable                            |  | $            | 65,902 |                  | $ | 66,839
|                                                         |  |              |        |                  |   |       



30



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Under the reinsurance agreement with Vesta Insurance group (VIG), including primarily
Vesta Fire Insurance Corporation (VFIC), Affirmative Insurance Company (AIC) had the right, under certain circumstances, to require VFIC to provide a letter of credit or establish a trust account to collateralize the gross amount due AIC and Insura
Property and Casualty Insurance Company from VFIC under the reinsurance agreement. Accordingly, AIC, Insura and VFIC entered into a Security Fund Agreement effective September 1, 2004. On August 30, 2005, AIC received a letter from
VFICs President that irrevocably confirmed VFICs duty and obligation under the Security Fund Agreement to provide security sufficient to satisfy VFICs gross obligations under the reinsurance agreement (the VFIC Trust). At
June 30, 2008, the VFIC Trust held $17.6 million (after cumulative withdrawals of $7.0 million through June 30, 2008) to collateralize the $16.3 million gross recoverable from VFIC.

At June 30, 2008, $17.8 million was included in reserves for losses and loss adjustment expenses that represented the amounts owed
by AIC and Insura under reinsurance agreements with the VIG affiliated companies, including Hawaiian Insurance and Guaranty Company, Ltd (Hawaiian). Affirmative established a trust account to collateralize this payable, which currently holds $22.9
million (including accrued interest), in securities (the AFIC Trust). The AFIC Trust has not been drawn upon by the Special Deputy Receiver (SDR) in Texas or the SDR in Hawaii. We expect that the terms for withdrawal of funds from the AFIC Trust
will be similar to those we expect to be agreed to with regard to the VFIC Trust.

As part of the terms of the acquisition
of AIC and Insura, VIG has indemnified us for any losses due to uncollectible reinsurance related to reinsurance agreements entered into with unaffiliated reinsurers prior to December 31, 2003. As of June 30, 2008, all such unaffiliated
reinsurers had A.M. Best ratings of A-. As of June 30, 2008, our reinsurance recoverable was $3.7 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports
that we file or submit under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
Disclosure Committee and management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and
15d-15(b). Based upon this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2008.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.



31



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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

See Note 7 of Notes to Consolidated Financial Statements, Legal and Regulatory Proceedings.

Item 1A. Risk Factors

There are no material changes with respect to those risk factors previously disclosed
in Item 1A to Part I of our Form 10-K, as filed with the Commission on March 17, 2008.

Item 4. Submission of
Matters to a Vote of Security Holders.

On May 28, 2008, our annual meeting of stockholders was held in our Burr Ridge, Illinois
offices. A total of 12,217,120 of our shares of common stock were present or represented by proxy at the annual meeting. This represented approximately 79.25% of our shares outstanding on the record date. Two proposals were voted upon at our annual
meeting and each was approved. Each of Kevin R. Callahan, Thomas C. Davis, Nimrod T. Frazer, Avshalom Y. Kalichstein, Suzanne T. Porter, David I. Schamis and Paul J. Zucconi was re-elected as a director, each to serve until our next annual meeting
of stockholders and until his or her successor is duly elected and qualified. In addition, our Audit Committees appointment of KPMG LLP as our independent registered public accounting firm for 2008 was ratified by our stockholders.

The table set forth below states the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for each
of the proposals voted upon at our annual meeting of stockholders.



|                                                                                                                                                  |  |            |  |         |  |           |  |             |  |                 
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | ------- |  | --------- |  | ----------- |  | ----------------
|Description of Matter                                                                                                                             |  | For        |  | Against |  | Withheld  |  | Abstentions |  | Broker Non-Votes
|                                                                                                                                                  |  |            |  |         | 
|1.      Election of Directors:                                                                                                                    |  |            |  |         |  |           |  |             |  |                 
|                                                                                                                                                  |  |            |  |         | 
|Kevin R. Callahan                                                                                                                                 |  | 10,882,113 |  | n/a     |  | 1,335,007 |  | n/a         |  | n/a             
|                                                                                                                                                  |  |            |  |         | 
|Thomas C. Davis                                                                                                                                   |  | 10,892,423 |  | n/a     |  | 1,324,697 |  | n/a         |  | n/a             
|                                                                                                                                                  |  |            |  |         | 
|Nimrod T. Frazer                                                                                                                                  |  | 10,842,623 |  | n/a     |  | 1,374,497 |  | n/a         |  | n/a             
|                                                                                                                                                  |  |            |  |         | 
|Avshalom Y. Kalichstein                                                                                                                           |  | 9,048,928  |  | n/a     |  | 3,168,192 |  | n/a         |  | n/a             
|                                                                                                                                                  |  |            |  |         | 
|Suzanne T. Porter                                                                                                                                 |  | 10,910,223 |  | n/a     |  | 1,306,897 |  | n/a         |  | n/a             
|                                                                                                                                                  |  |            |  |         | 
|David I. Schamis                                                                                                                                  |  | 9,056,028  |  | n/a     |  | 3,161,092 |  | n/a         |  | n/a             
|                                                                                                                                                  |  |            |  |         | 
|Paul J. Zucconi                                                                                                                                   |  | 10,903,223 |  | n/a     |  | 1,313,897 |  | n/a         |  | n/a             
|                                                                                                                                                  |  |            |  |         | 
|2.      Ratification of the Appointment of KPMG LLP as Affirmative Insurance Holdings,
Inc.s Independent Registered Public Accountants for 2008. |  | 12,212,821 |  | 300     |  | n/a       |  | 3,999       |  | n/a             



32



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Item 6. Exhibits



|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Kevin R. Callahan, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
|     | 
|31.2 |  | Certification of Michael J. McClure, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     | 
|32.1 |  | Certification of Kevin R. Callahan, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
|     | 
|32.2 |  | Certification of Michael J. McClure, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES

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



|                     |  |  |  |                                                                                                          
|-------------------- |  |  |  | ---------------------------------------------------------------------------------------------------------
|                     |  |  |  | Affirmative Insurance Holdings, Inc.                                                                     
|                     |  | 
|Date: August 8, 2008 |  |  |  | /s/ Michael J. McClure                                                                                   
|                     |  |  |  | By: Michael J. McClure                                                                                   
|                     |  |  |  | Executive Vice President and Chief Financial Officer (and in his capacity as Principal Financial Officer)



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