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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

Commission File Number: 0-11773



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ALFA CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                       |  | 63-0838024                         
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|2108 East South Boulevard                |  |           
|P.O. Box 11000, Montgomery, Alabama      |  | 36191-0001
|(Address of principal executive offices) |  | (Zip Code)

(334) 288-3900

(Registrants Telephone Number including Area Code)



---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  x                     Non-accelerated filer ̈

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

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



|                                        |  |                             
|--------------------------------------- |  | ----------------------------
|Class                                   |  | Outstanding at July 31, 2007
|Common Stock, $1.00 par value per share |  | 80,679,113 shares           



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##### Table of Contents

ALFA CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2007

INDEX



|                               |  |          |  |                                                                                                       |  |         
|------------------------------ |  | -------- |  | ----------------------------------------------------------------------------------------------------- |  | --------
|                               |  |          |  |                                                                                                       |  | Page No.
|                               | 
|PART I - FINANCIAL INFORMATION |  |         
|                               |  |          | 
|                               |  | Item 1.  |  | Financial Statements (unaudited)                                                                      |  |         
|                               |  |          | 
|                               |  |          |  | Consolidated Condensed Balance Sheets  June 30, 2007 and December 31, 2006                           |  | 3       
|                               |  |          | 
|                               |  |          |  | Consolidated Condensed Statements of Income, Six Months and Three Months ended June 30, 2007 and 2006 |  | 4       
|                               |  |          | 
|                               |  |          |  | Consolidated Condensed Statements of Cash Flows, Six Months ended June 30, 2007 and 2006              |  | 5       
|                               |  |          | 
|                               |  |          |  | Notes to Consolidated Condensed Financial Statements                                                  |  | 6       
|                               |  |          | 
|                               |  | Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                 |  | 17      
|                               |  |          | 
|                               |  | Item 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                                            |  | 48      
|                               |  |          | 
|                               |  | Item 4.  |  | Controls and Procedures                                                                               |  | 48      
|                               | 
|PART II - OTHER INFORMATION    |  |         
|                               |  |          | 
|                               |  | Item 1.  |  | Legal Proceedings                                                                                     |  | 49      
|                               |  |          | 
|                               |  | Item 1A. |  | Risk Factors                                                                                          |  | 49      
|                               |  |          | 
|                               |  | Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                           |  | 50      
|                               |  |          | 
|                               |  | Item 3.  |  | Defaults Upon Senior Securities                                                                       |  | 50      
|                               |  |          | 
|                               |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                   |  | 50      
|                               |  |          | 
|                               |  | Item 5.  |  | Other Information                                                                                     |  | 50      
|                               |  |          | 
|                               |  | Item 6.  |  | Exhibits                                                                                              |  | 51      
|                               | 
|SIGNATURES                     |  | 52      
|                               | 
|EXHIBIT INDEX                  |  | 53      



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

ALFA CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS



|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------------- | - | -------------------- | - | ------------- | -
|                                                                                                                                                                                                                                                                                                                                                       |  | June 30, 2007 |               |   | December 31,2006 (1) |  
|                                                                                                                                                                                                                                                                                                                                                       |  | (Unaudited)   |               |   |                      |  
|Assets                                                                                                                                                                                                                                                                                                                                                 |  |               |               |   |                      |   |               |  
|Investments:                                                                                                                                                                                                                                                                                                                                           |  |               |               |   |                      |   |               |  
|Fixed Maturities Held for Investment, at amortized cost (fair value $42,341 in 2007 and $57,272 in 2006)                                                                                                                                                                                                                                               |  | $             | 40,396        |   |                      | $ | 55,052        |  
|Fixed Maturities Available for Sale, at fair value (amortized cost $1,550,859,472 in 2007 and $1,436,188,473 in 2006)                                                                                                                                                                                                                                  |  |               | 1,533,832,259 |   |                      |   | 1,446,693,702 |  
|Equity Securities Available for Sale, at fair value (cost $123,531,903 in 2007 and $101,177,606 in 2006)                                                                                                                                                                                                                                               |  |               | 136,581,024   |   |                      |   | 111,427,207   |  
|Policy Loans                                                                                                                                                                                                                                                                                                                                           |  |               | 66,528,419    |   |                      |   | 64,949,875    |  
|Collateral Loans                                                                                                                                                                                                                                                                                                                                       |  |               | 124,945,312   |   |                      |   | 128,685,111   |  
|Other Long-Term Investments                                                                                                                                                                                                                                                                                                                            |  |               | 90,948,079    |   |                      |   | 86,823,771    |  
|Short-Term Investments                                                                                                                                                                                                                                                                                                                                 |  |               | 118,129,067   |   |                      |   | 167,683,154   |  
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|Total Investments                                                                                                                                                                                                                                                                                                                                      |  |               | 2,071,004,556 |   |                      |   | 2,006,317,872 |  
|Cash                                                                                                                                                                                                                                                                                                                                                   |  |               | 27,517,959    |   |                      |   | 37,218,109    |  
|Other Long-Term Investments in Affiliates                                                                                                                                                                                                                                                                                                              |  |               | 135,032,358   |   |                      |   | 120,819,010   |  
|Accrued Investment Income                                                                                                                                                                                                                                                                                                                              |  |               | 18,598,823    |   |                      |   | 17,026,711    |  
|Accounts Receivable                                                                                                                                                                                                                                                                                                                                    |  |               | 94,977,128    |   |                      |   | 84,100,246    |  
|Reinsurance Balances Receivable                                                                                                                                                                                                                                                                                                                        |  |               | 10,979,522    |   |                      |   | 6,015,853     |  
|Deferred Policy Acquisition Costs                                                                                                                                                                                                                                                                                                                      |  |               | 233,947,743   |   |                      |   | 224,516,950   |  
|Goodwill                                                                                                                                                                                                                                                                                                                                               |  |               | 9,576,218     |   |                      |   | 9,576,218     |  
|Other Intangible Assets (net of accumulated amortization of $1,708,500 in 2007 and $1,366,800 in 2006)                                                                                                                                                                                                                                                 |  |               | 7,399,500     |   |                      |   | 7,741,200     |  
|Other Assets                                                                                                                                                                                                                                                                                                                                           |  |               | 18,641,748    |   |                      |   | 20,906,925    |  
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|Total Assets                                                                                                                                                                                                                                                                                                                                           |  | $             | 2,627,675,555 |   |                      | $ | 2,534,239,094 |  
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                                                                                                                                   |  |               |               |   |                      |   |               |  
|Policy Liabilities and Accruals - Property Casualty Insurance                                                                                                                                                                                                                                                                                          |  | $             | 186,967,643   |   |                      | $ | 172,664,652   |  
|Policy Liabilities and Accruals - Life Insurance Interest-Sensitive Products                                                                                                                                                                                                                                                                           |  |               | 674,388,808   |   |                      |   | 646,354,761   |  
|Policy Liabilities and Accruals - Life Insurance Other Products                                                                                                                                                                                                                                                                                        |  |               | 216,389,257   |   |                      |   | 205,449,027   |  
|Unearned Premiums                                                                                                                                                                                                                                                                                                                                      |  |               | 252,692,036   |   |                      |   | 236,481,371   |  
|Dividends to Policyholders                                                                                                                                                                                                                                                                                                                             |  |               | 11,789,761    |   |                      |   | 11,882,776    |  
|Premium Deposit and Retirement Deposit Funds                                                                                                                                                                                                                                                                                                           |  |               | 4,827,459     |   |                      |   | 4,921,879     |  
|Deferred Income Taxes                                                                                                                                                                                                                                                                                                                                  |  |               | 12,824,306    |   |                      |   | 25,547,554    |  
|Other Liabilities                                                                                                                                                                                                                                                                                                                                      |  |               | 91,645,993    |   |                      |   | 75,222,398    |  
|Due to Affiliates                                                                                                                                                                                                                                                                                                                                      |  |               | 17,560,447    |   |                      |   | 24,355,859    |  
|Commercial Paper                                                                                                                                                                                                                                                                                                                                       |  |               | 212,633,458   |   |                      |   | 206,923,215   |  
|Notes Payable                                                                                                                                                                                                                                                                                                                                          |  |               | 70,000,000    |   |                      |   | 70,000,000    |  
|Notes Payable to Affiliates                                                                                                                                                                                                                                                                                                                            |  |               | 26,847,576    |   |                      |   | 27,516,459    |  
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|Total Liabilities                                                                                                                                                                                                                                                                                                                                      |  |               | 1,778,566,744 |   |                      |   | 1,707,319,951 |  
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|Commitments and Contingencies (Note 2)                                                                                                                                                                                                                                                                                                                 |  |               |               |   |                      |   |               |  
|Stockholders Equity :                                                                                                                                                                                                                                                                                                                                 |  |               |               |   |                      |   |               |  
|Preferred Stock, $1 par value Shares authorized: 1,000,000 Issued: None                                                                                                                                                                                                                                                                                |  |               |              |   |                      |   |              |  
|Common Stock, $1 par value Shares authorized: 110,000,000 Issued: 83,783,024 Outstanding: 80,567,613 in 2007 and 80,459,113 in
2006                                                                                                                                                                                                                    |  |               | 83,783,024    |   |                      |   | 83,783,024    |  
|Additional Paid In Capital                                                                                                                                                                                                                                                                                                                             |  |               | 31,734,833    |   |                      |   | 27,502,452    |  
|Accumulated Other Comprehensive Income (unrealized gains on securities available for sale, net of tax, of $299,787 in 2007 and $14,019,988 in
2006; unrealized gains on interest rate swap contract, net of tax, of $105,541 in 2006; unrealized gains (losses) on other long-term investments, net of tax, of ($282,982) in 2007 and $75,006 in 2006) |  |               | 16,805        |   |                      |   | 14,200,535    |  
|Retained Earnings                                                                                                                                                                                                                                                                                                                                      |  |               | 770,072,823   |   |                      |   | 738,811,778   |  
|Treasury Stock, at cost (shares, 3,215,411 in 2007 and 3,323,911 in 2006)                                                                                                                                                                                                                                                                              |  |               | (36,498,674   | ) |                      |   | (37,378,646   | )
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|Total Stockholders Equity                                                                                                                                                                                                                                                                                                                             |  |               | 849,108,811   |   |                      |   | 826,919,143   |  
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  
|Total Liabilities and Stockholders Equity                                                                                                                                                                                                                                                                                                             |  | $             | 2,627,675,555 |   |                      | $ | 2,534,239,094 |  
|                                                                                                                                                                                                                                                                                                                                                       |  |               |               |   |                      |   |               |  

See accompanying Notes to Consolidated Condensed Financial Statements.



|(1) | Derived from audited
financial statements included in the Company's 2006 Form 10-K.
|--- | -----------------------------------------------------------------------------------



3



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ALFA CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)



|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|------------------------------------------------- |  | ------------------------- | ----------- | --------------------------- | - | ----------- |  | ---- | ----------- |  | - | -----------
|                                                  |  | Six Months Ended June 30, |             | Three Months Ended June 30,
|                                                  |  | 2007                      |             | 2006                        |   | 2007        |  | 2006
|Revenues                                          |  |                           |             |                             |   |             |  |      |             |  |   |            
|Premiums - Property Casualty Insurance            |  | $                         | 313,027,325 |                             | $ | 298,250,971 |  | $    | 157,648,498 |  | $ | 150,835,039
|Premiums - Life Insurance                         |  |                           | 25,180,713  |                             |   | 22,839,703  |  |      | 12,624,544  |  |   | 11,093,850 
|Policy Charges - Life Insurance                   |  |                           | 19,354,972  |                             |   | 18,757,220  |  |      | 9,283,586   |  |   | 8,924,542  
|Net Investment Income                             |  |                           | 53,697,594  |                             |   | 40,800,741  |  |      | 26,250,637  |  |   | 16,825,077 
|Net Realized Investment Gains                     |  |                           | 1,949,706   |                             |   | 1,787,952   |  |      | 696,381     |  |   | 1,661,239  
|Other Income                                      |  |                           | 15,521,702  |                             |   | 13,404,208  |  |      | 6,907,017   |  |   | 6,034,463  
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|Total Revenues                                    |  |                           | 428,732,012 |                             |   | 395,840,795 |  |      | 213,410,663 |  |   | 195,374,210
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|Benefits, Losses and Expenses                     |  |                           |             |                             |   |             |  |      |             |  |   |            
|Benefits, Claims, Losses and Settlement Expenses  |  |                           | 242,848,655 |                             |   | 228,131,475 |  |      | 108,832,443 |  |   | 109,311,786
|Dividends to Policyholders                        |  |                           | 2,134,309   |                             |   | 2,085,958   |  |      | 990,299     |  |   | 970,959    
|Amortization of Deferred Policy Acquisition Costs |  |                           | 71,438,846  |                             |   | 61,250,061  |  |      | 35,484,996  |  |   | 30,525,438 
|Other Operating Expenses                          |  |                           | 44,251,236  |                             |   | 41,765,883  |  |      | 19,665,544  |  |   | 19,728,392 
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|Total Benefits, Losses and Expenses               |  |                           | 360,673,046 |                             |   | 333,233,377 |  |      | 164,973,282 |  |   | 160,536,575
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|Income Before Income Tax Expense                  |  |                           | 68,058,966  |                             |   | 62,607,418  |  |      | 48,437,381  |  |   | 34,837,635 
|Income Tax Expense                                |  |                           | 18,448,682  |                             |   | 16,961,528  |  |      | 13,155,917  |  |   | 9,329,187  
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|Net Income                                        |  | $                         | 49,610,284  |                             | $ | 45,645,890  |  | $    | 35,281,464  |  | $ | 25,508,448 
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|Net Income Per Share                              |  |                           |             |                             |   |             |  |      |             |  |   |            
|- Basic                                           |  | $                         | 0.62        |                             | $ | 0.57        |  | $    | 0.44        |  | $ | 0.32       
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|- Diluted                                         |  | $                         | 0.61        |                             | $ | 0.56        |  | $    | 0.43        |  | $ | 0.31       
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|Weighted Average Shares Outstanding               |  |                           |             |                             |   |             |  |      |             |  |   |            
|- Basic                                           |  |                           | 80,519,119  |                             |   | 80,315,256  |  |      | 80,552,577  |  |   | 80,325,375 
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            
|- Diluted                                         |  |                           | 81,549,342  |                             |   | 81,131,983  |  |      | 81,584,269  |  |   | 81,179,210 
|                                                  |  |                           |             |                             |   |             |  |      |             |  |   |            

See accompanying Notes to Consolidated Condensed Financial Statements.



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ALFA CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                   |  |                           |              |   |      |   |              |  
|------------------------------------------------------------------ |  | ------------------------- | ------------ | - | ---- | - | ------------ | -
|                                                                   |  | Six Months Ended June 30, |             
|                                                                   |  | 2007                      |              |   | 2006 |  
|Cash Flows From Operating Activities:                              |  |                           |              |   |      |   |              |  
|Net Income                                                         |  | $                         | 49,610,284   |   |      | $ | 45,645,890   |  
|Adjustments to Reconcile Net Income to Net Cash                    |  |                           |              |   |      |   |              |  
|Provided by Operating Activities:                                  |  |                           |              |   |      |   |              |  
|Policy Acquisition Costs Deferred                                  |  |                           | (77,283,028  | ) |      |   | (73,259,309  | )
|Amortization of Deferred Policy Acquisition Costs                  |  |                           | 71,438,846   |   |      |   | 61,250,061   |  
|Depreciation and Amortization                                      |  |                           | 4,475,044    |   |      |   | 3,299,591    |  
|Stock-Based Compensation                                           |  |                           | 2,743,268    |   |      |   | 2,662,185    |  
|Excess Tax Benefits from Stock-Based Compensation                  |  |                           | (213,834     | ) |      |   | (136,924     | )
|Deferred Income Tax                                                |  |                           | (337,116     | ) |      |   | (183,199     | )
|Interest Credited on Policyholders Funds                          |  |                           | 14,953,189   |   |      |   | 14,130,577   |  
|Net Realized Investment Gains                                      |  |                           | (1,949,706   | ) |      |   | (1,787,952   | )
|(Earnings) Losses in Equity-Method Investments                     |  |                           | (3,391,070   | ) |      |   | 637,326      |  
|Other, Net                                                         |  |                           | (2,259,836   | ) |      |   | 6,123,398    |  
|Changes in Operating Assets and Liabilities:                       |  |                           |              |   |      |   |              |  
|Accrued Investment Income                                          |  |                           | (1,453,132   | ) |      |   | (503,788     | )
|Accounts Receivable                                                |  |                           | (1,237,782   | ) |      |   | (16,042,538  | )
|Reinsurance Balances Receivable                                    |  |                           | 15,577,754   |   |      |   | 273,202      |  
|Other Assets                                                       |  |                           | 17,285,739   |   |      |   | (1,072,306   | )
|Policy Reserves                                                    |  |                           | 1,859,698    |   |      |   | 10,051,507   |  
|Unearned Premiums                                                  |  |                           | (5,233,327   | ) |      |   | 23,642,101   |  
|Amounts Held for Others                                            |  |                           | (187,435     | ) |      |   | (483,056     | )
|Other Liabilities                                                  |  |                           | 774,330      |   |      |   | 22,678       |  
|Due to/from Affiliates                                             |  |                           | (11,310,681  | ) |      |   | (4,778,360   | )
|                                                                   |  |                           |              |   |      |   |              |  
|Net Cash Provided by Operating Activities                          |  |                           | 73,861,205   |   |      |   | 69,491,084   |  
|                                                                   |  |                           |              |   |      |   |              |  
|Cash Flows from Investing Activities:                              |  |                           |              |   |      |   |              |  
|Maturities and Redemptions of Fixed Maturities Held for Investment |  |                           | 10,184       |   |      |   | 9,742        |  
|Maturities and Redemptions of Fixed Maturities Available for Sale  |  |                           | 112,258,807  |   |      |   | 136,755,241  |  
|Maturities and Redemptions of Other Investments                    |  |                           | 14,107,765   |   |      |   | 12,626,705   |  
|Sales of Fixed Maturities Available for Sale                       |  |                           | 12,067,458   |   |      |   | 76,913,250   |  
|Sales of Equity Securities                                         |  |                           | 85,815,845   |   |      |   | 72,584,465   |  
|Sales of Other Investments and Other Assets                        |  |                           | 394,638      |   |      |   | 865,687      |  
|Distributions from Equity-Method Investments                       |  |                           | 2,876,467    |   |      |   | 76,813       |  
|Purchases of Fixed Maturities Available for Sale                   |  |                           | (230,686,496 | ) |      |   | (268,060,737 | )
|Purchases of Equity Securities                                     |  |                           | (102,584,994 | ) |      |   | (77,448,508  | )
|Purchases of Other Investments and Other Assets                    |  |                           | (37,586,714  | ) |      |   | (26,436,837  | )
|Origination of Consumer Loans Receivable                           |  |                           | (25,399,564  | ) |      |   | (44,392,647  | )
|Principal Payments on Consumer Loans Receivable                    |  |                           | 29,229,886   |   |      |   | 33,417,863   |  
|Principal Payments on Commercial Leases Receivable                 |  |                           | 1,332,555    |   |      |   | 671,710      |  
|Net Change in Short-Term Investments                               |  |                           | 55,331,585   |   |      |   | (2,398,629   | )
|Net Change in Receivable/Payable on Securities                     |  |                           | (840,325     | ) |      |   | (1,221,933   | )
|                                                                   |  |                           |              |   |      |   |              |  
|Net Cash Used in Investing Activities                              |  |                           | (83,672,903  | ) |      |   | (86,037,815  | )
|                                                                   |  |                           |              |   |      |   |              |  
|Cash Flows From Financing Activities:                              |  |                           |              |   |      |   |              |  
|Change in Commercial Paper                                         |  |                           | 5,710,243    |   |      |   | 1,972,156    |  
|Change in Notes Payable                                            |  |                           | (1,524,878   | ) |      |   |             |  
|Change in Notes Payable to Affiliates                              |  |                           | (668,883     | ) |      |   | 11,507,784   |  
|Stockholder Dividends Paid                                         |  |                           | (18,349,239  | ) |      |   | (16,898,079  | )
|Purchases of Treasury Stock                                        |  |                           |             |   |      |   | (1,340,359   | )
|Proceeds from Exercise of Stock Options                            |  |                           | 1,284,883    |   |      |   | 656,447      |  
|Excess Tax Benefits from Stock-Based Compensation                  |  |                           | 213,834      |   |      |   | 136,924      |  
|Deposits of Policyholders Funds                                   |  |                           | 44,990,212   |   |      |   | 46,541,774   |  
|Withdrawal of Policyholders Funds                                 |  |                           | (31,544,624  | ) |      |   | (31,961,908  | )
|                                                                   |  |                           |              |   |      |   |              |  
|Net Cash Provided by Financing Activities                          |  |                           | 111,548      |   |      |   | 10,614,739   |  
|                                                                   |  |                           |              |   |      |   |              |  
|Net Change in Cash                                                 |  |                           | (9,700,150   | ) |      |   | (5,931,992   | )
|Cash - Beginning of Period                                         |  |                           | 37,218,109   |   |      |   | 37,228,639   |  
|                                                                   |  |                           |              |   |      |   |              |  
|Cash - End of Period                                               |  | $                         | 27,517,959   |   |      | $ | 31,296,647   |  
|                                                                   |  |                           |              |   |      |   |              |  

See accompanying Notes to Consolidated Condensed Financial Statements.



5



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##### Table of Contents

ALFA CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

June 30, 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of the
management of Alfa Corporation and its subsidiaries (the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting primarily of normal recurring accruals) necessary to present fairly its
financial position, results of operations and cash flows. The accompanying consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (GAAP). The results of
operations for the six-month and three-month periods ended June 30, 2007 are not necessarily indicative of the results to be expected for the full year. The year-end consolidated condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by GAAP. For further information, refer to the consolidated financial statements and notes thereto included in the Companys annual report on Form 10-K for the year ended
December 31, 2006.

Statutory Practices: Generally accepted accounting principles differ in certain respects from the statutory accounting
practices prescribed or permitted by insurance regulatory authorities. Prescribed statutory accounting practices include state laws, regulations and general administrative rules, as well as a variety of publications of the National Association of
Insurance Commissioners (NAIC). Permitted statutory accounting practices encompass all accounting practices that are not prescribed. Such practices differ from state-to-state, may differ from company-to-company within a state and may change in the
future. At year end, the Companys statutory net income is the same and the surplus is not significantly different under the State of Alabama and NAIC accounting practices.

Consolidation

The consolidated financial statements include, after intercompany eliminations, Alfa Corporation and
its wholly-owned subsidiaries:



| |  |  | Alfa Insurance Corporation (AIC)
| | - |  | --------------------------------



| |  |  | Alfa General Insurance Corporation (AGI)
| | - |  | ----------------------------------------



| |  |  | Alfa Vision Insurance Corporation (AVIC)
| | - |  | ----------------------------------------



| |  |  | Alfa Alliance Insurance Corporation (Alliance)
| | - |  | ----------------------------------------------



| |  |  | Alfa Life Insurance Corporation (Life)
| | - |  | --------------------------------------



| |  |  | Alfa Financial Corporation (Financial)
| | - |  | --------------------------------------



| |  |  | The Vision Insurance Group, LLC (Vision)
| | - |  | ----------------------------------------



| |  |  | Alfa Agency Mississippi, Inc. (AAM)
| | - |  | -----------------------------------



| |  |  | Alfa Agency Georgia, Inc. (AAG)
| | - |  | -------------------------------



| |  |  | Alfa Benefits Corporation (ABC)
| | - |  | -------------------------------

Affiliates

Alfa Corporation is affiliated with Alfa Mutual Insurance Company, Alfa Mutual Fire Insurance Company and Alfa Mutual General Insurance Company
(collectively, the Mutual Group). The Mutual Group owns 54.8% of Alfa Corporations common stock, their largest single investment. Alfa Specialty Insurance Corporation (Specialty) is a wholly-owned subsidiary of Alfa Mutual Insurance Company
(Mutual). The Company together with the Mutual Group comprise the Alfa Group (Alfa). Prior to January 1, 2007, Virginia Mutual Insurance Company (Virginia Mutual) ceded 80% of its direct business to Alfa Mutual Fire Insurance Company (Fire)
under a Strategic Affiliation Agreement signed in August 2001. On January 1, 2007, Virginia Mutual demutualized and Alfa Alliance Insurance Corporation (Alliance), a new subsidiary of the Company, was formed. For further details, refer to Note
21  Plan of Conversion of Virginia Mutual Insurance Company in the Notes to Consolidated Financial Statements in the Companys annual report for 2006 on Form 10-K.



6



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##### Table of Contents

Use of Estimates in the Preparation of the Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions are particularly important in determining reserves for future policyholder benefits, reserves for losses and loss adjustment expenses payable, evaluation of other-than-temporary impairments on investments, capitalization
and amortization of deferred policy acquisition costs and reserves relating to litigation. Actual results could differ from those estimates.

Deferred
Policy Acquisition Costs and Premium Deficiencies

Commissions and other costs of acquiring insurance that vary with and are primarily related to the
production of new and renewal business have been deferred.

Life Insurance Products:Traditional life insurance acquisition costs are being
amortized over the premium payment period of the related policies using assumptions consistent with those used in computing policy benefit reserves. Acquisition costs for universal life type policies are being amortized over a thirty-year period in
relation to the present value of estimated gross profits that are determined based upon surrender charges and investment, mortality and expense margins. Investment income is considered, if necessary, in the determination of the recoverability of
deferred policy acquisition costs. Unrealized holding gains are recorded as an adjustment to deferred policy acquisition costs under Statement of Financial Accounting Standard (SFAS) No. 115, Accounting for Certain Investments in Debt and
Equity Securities, when amortization expense is determined under the gross profits method described in SFAS No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses
from the Sale of Investments.

Internal replacements, as defined by Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for
Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts, are reviewed by the Company to determine whether changes made are considered to be significant and integrated. If changes are significant and
integrated, the unamortized balance of deferred policy acquisition costs related to the original contract is extinguished and charged to income. Acquisition costs associated with the replacement policy are deferred and amortized to income.

Property Casualty Products:Acquisition costs for property casualty insurance are amortized over the period in which the related premiums are
earned. Internal replacements, as defined by SOP 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts, are reviewed by the Company to determine whether
changes made are considered to be significant and integrated. If changes are significant and integrated, the unamortized balance of deferred policy acquisition costs related to the original contract is extinguished and charged to income. Acquisition
costs associated with the replacement policy are deferred and amortized to income.

A premium deficiency reserve is recognized by recording an additional
liability for the deficiency, with a corresponding charge to operations when anticipated losses, loss adjustment expenses, commissions and other acquisition costs, and maintenance costs exceed the recorded unearned premium reserve, and any future
installment premiums on existing policies. The Company had no liability related to premium deficiency reserves at June 30, 2007 or December 31, 2006. The Company utilizes anticipated investment income as a factor in the premium deficiency
calculation.

Taxes

On January 1, 2007, the
Company adopted Emerging Issues Task Force (EITF) Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation). This
consensus requires disclosure of the accounting policy employed by the Company for any tax assessed by a governmental authority that is directly related to a revenue-producing transaction between a seller and a customer. EITF 06-3 requires that
taxes be presented in the income statement either on a gross basis (included in revenues and costs) or a net basis (excluded from revenues), and that this accounting policy decision be disclosed. The Company has not changed its accounting policy for
reporting taxes collected from customers. Two subsidiaries of the Company collect taxes that are remitted to governmental authorities. AVIC, in the property casualty



7



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##### Table of Contents

segment, collects taxes from policyholders and reports the premiums collected on a net basis. Financial, in the noninsurance segment, collects taxes on lease
payments from customers and reports the lease revenue on a gross basis. The amount of tax collected is not significant to the amount of revenue reported.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the presentation adopted in the current year. Such
reclassifications had no impact on previously reported net income or stockholders equity.

2. COMMITMENTS AND CONTINGENCIES

Contingencies

Certain legal proceedings are in process at
June 30, 2007. Costs for these and similar legal proceedings, including accruals for outstanding cases, totaled $967 thousand and $839 thousand for the first six months of 2007 and 2006, respectively. These proceedings involve alleged breaches
of contract, torts, including bad faith and fraud claims, and miscellaneous other causes of action. These lawsuits involve claims for unspecified amounts of compensatory damages, mental anguish damages and punitive damages.

One purported class action lawsuit is pending against both Alfa Builders, Inc. and Fire. Additionally, two purported class action lawsuits are pending against the
property casualty companies involving a number of issues and allegations which could affect the Company because of the Pooling Agreement between the companies. No class has been certified in any of these three purported class action cases. In the
event a class is certified in any of these purported class actions, reserves may need to be adjusted.

Subsequent to the end of the second quarter, six
purported class action lawsuits, five in Delaware and one in Alabama, have been brought against the Company, the Mutual Group and/or officers on behalf of the public shareholders of the Company, to enjoin the defendants from causing the Company to
enter into an agreement to be acquired by the Mutual Group, among other allegations. The Company believes the actions are without merit.

Management
believes adequate accruals have been established in these known cases. However, it should be noted that in Mississippi and Alabama, where the Company has substantial business, the likelihood of a judgment in any given suit, including a large mental
anguish and/or punitive damage award by a jury, bearing little or no relation to actual damages, continues to exist, creating the potential for unpredictable material adverse financial results.

Based upon information presently available, management is unaware of any contingent liabilities arising from other threatened litigation that should be reserved or
disclosed.

Commitments

Guarantees: The
Companys property casualty subsidiaries entered into an agreement with Fire in 2000 with respect to a loan guarantee on Fires part, on behalf of EastChase Land Company, LLC to Whitney Bank. Fires guarantee amount to Whitney Bank is
$1 million. In the unlikely event of a guarantee call, the Companys property casualty subsidiaries would be liable to reimburse Fire a maximum of $200 thousand. Similarly, in 2003, the Companys property casualty subsidiaries entered into
a second agreement with Fire which agreed to guarantee, on behalf of Alfa Ventures II, LLC, the lesser of $25 million or 50% of the total obligations of The Shoppes at EastChase, LLC and EastChase Plaza, LLC with Columbus Bank & Trust
Company (CB&T). This second guarantee is known as the bucket guarantee, and supersedes all previous CB&T guarantees for each of these EastChase entities. In the unlikely event of a guarantee call, the Companys property
casualty subsidiaries would be liable to reimburse Fire a maximum of $1.4 million.

Unfunded Commitments: The Company periodically invests in
affordable housing tax credit partnerships. At June 30, 2007, the Company had legal and binding commitments to fund partnerships of this type in the amount of $43.0 million. These commitments are included in other liabilities in the
consolidated balance sheet and are, therefore, excluded from the table below.



8



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##### Table of Contents

The Company maintains a variety of funding agreements in the form of lines of credit with affiliated entities. The chart
below depicts, at June 30, 2007, the cash outlay by the Company representing the potential amounts the Company would have to supply to other affiliated entities if they made full use of their existing lines of credit during 2007 with the
Companys finance subsidiary. Other commercial commitments of the Company shown below include partnership commitments, potential performance payouts related to Vision, funding of a policy administration system project of the life subsidiary and
recourse on commercial leases sold.



|                             |  |                                            |            |                 |   |            |  |           |            |               |   |           |  |   |          
|---------------------------- |  | ------------------------------------------ | ---------- | --------------- | - | ---------- |  | --------- | ---------- | ------------- | - | --------- |  | - | ---------
|                             |  | Amount of Commitment Expiration Per Period
|                             |  | TotalAmountsCommitted                      |            | Less than 1year |   | 1-3 years  |  | 4-5 years |            | After 5 years
|Lines of credit              |  | $                                          | 42,505,035 |                 | $ | 23,250,000 |  | $         | 19,255,035 |               | $ |          |  | $ |         
|Standby letters of credit    |  |                                            | 37,000     |                 |   | 37,000     |  |           |           |               |   |          |  |   |         
|Guarantees                   |  |                                            | 1,593,232  |                 |   | 200,000    |  |           |           |               |   |          |  |   | 1,393,232
|Other commercial commitments |  |                                            | 22,057,761 |                 |   | 12,064,456 |  |           | 7,242,371  |               |   | 2,750,934 |  |   |         
|                             |  |                                            |            |                 |   |            |  |           |            |               |   |           |  |   |          
|Total commercial commitments |  | $                                          | 66,193,028 |                 | $ | 35,551,456 |  | $         | 26,497,406 |               | $ | 2,750,934 |  | $ | 1,393,232
|                             |  |                                            |            |                 |   |            |  |           |            |               |   |           |  |   |          

Certain commercial commitments in the table above include items that may, in the future, require recognition
within the financial statements of the Company. Events leading to the call of a guarantee, the failure of the policy administration system being developed for use by the life insurance operations to perform properly and achievement of specific
metrics by Vision are examples of situations that would impact the financial position and results of the Company.

Guaranty Fund and Other
Insurance-related Assessments: In all states, insurers licensed to transact certain lines of insurance are required to become members of a guaranty fund. In most states, in the event of the insolvency of an insurer writing any such line of
insurance in the state, members of the funds are assessed to pay certain claims of the insolvent insurer. A particular states fund assesses its members based on their respective written premiums in the state for the lines of insurance in which
the insolvent insurer was engaged. The Company paid assessments totaling $1 thousand and $2 thousand in the first six months of 2007 and 2006, respectively.

3. COMPREHENSIVE INCOME

The components of the Companys comprehensive income for the six-month and three-month periods ended
June 30, 2007 and 2006 are as follows:



|                                                                    |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|------------------------------------------------------------------- |  | ------------------------- | ----------- | - | --------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                    |  | Six Months Ended June 30, |             |   | Three Months Ended June 30, |  
|                                                                    |  | 2007                      |             |   | 2006                        |   |             | 2007 |  |   | 2006        |  
|Net Income                                                          |  | $                         | 49,610,284  |   |                             | $ | 45,645,890  |      |  | $ | 35,281,464  |   |  | $ | 25,508,448  |  
|Other Comprehensive Income (Loss), net of tax:                      |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Change in Fair Value of Securities Available for Sale               |  |                           | (12,452,891 | ) |                             |   | (25,009,809 | )    |  |   | (13,373,383 | ) |  |   | (14,547,926 | )
|Unrealized Gain (Loss) on Interest Rate Swap Contract               |  |                           | (105,541    | ) |                             |   | 319,381     |      |  |   | (39,619     | ) |  |   | 107,293     |  
|Unrealized (Loss) on Other Long-Term Investments                    |  |                           | (357,988    | ) |                             |   | (433,192    | )    |  |   | (332,577    | ) |  |   | (210,401    | )
|Less: Reclassification Adjustment for Net Realized Investment Gains |  |                           | 1,267,310   |   |                             |   | 1,162,169   |      |  |   | 452,649     |   |  |   | 1,079,806   |  
|                                                                    |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total Other Comprehensive (Loss)                                    |  |                           | (14,183,730 | ) |                             |   | (26,285,789 | )    |  |   | (14,198,228 | ) |  |   | (15,730,840 | )
|                                                                    |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total Comprehensive Income                                          |  | $                         | 35,426,554  |   |                             | $ | 19,360,101  |      |  | $ | 21,083,236  |   |  | $ | 9,777,608   |  
|                                                                    |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  



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4. EARNINGS PER SHARE

The following computations set forth the calculations of basic and diluted net income per common share and common share equivalents for the six-month and three-month periods ended June 30, 2007 and 2006:



|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           
|----------------------------------------------------------------------------------- |  | ------------------------- | ---------- | --------------------------- | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                                                                    |  | Six Months Ended June 30, |            | Three Months Ended June 30,
|                                                                                    |  | 2007                      |            | 2006                        |   | 2007       |  | 2006
|Net income                                                                          |  | $                         | 49,610,284 |                             | $ | 45,645,890 |  | $    | 35,281,464 |  | $ | 25,508,448
|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           
|Weighted average number of common shares outstanding                                |  |                           | 80,519,119 |                             |   | 80,315,256 |  |      | 80,552,577 |  |   | 80,325,375
|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           
|Net income per common share - Basic                                                 |  | $                         | 0.62       |                             | $ | 0.57       |  | $    | 0.44       |  | $ | 0.32      
|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           
|                                                                                    |  |                          
|                                                                                    |  | Six Months Ended June 30, |            | Three Months Ended June 30,
|                                                                                    |  | 2007                      |            | 2006                        |   | 2007       |  | 2006
|Net income                                                                          |  | $                         | 49,610,284 |                             | $ | 45,645,890 |  | $    | 35,281,464 |  | $ | 25,508,448
|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           
|Weighted average number of common shares outstanding                                |  |                           | 80,519,119 |                             |   | 80,315,256 |  |      | 80,552,577 |  |   | 80,325,375
|Common share equivalents resulting from:                                            |  |                           |            |                             |   |            |  |      |            |  |   |           
|Dilutive stock options and restricted stock awards                                  |  |                           | 1,030,223  |                             |   | 816,727    |  |      | 1,031,692  |  |   | 853,835   
|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           
|Adjusted weighted average number of common and common equivalent shares outstanding |  |                           | 81,549,342 |                             |   | 81,131,983 |  |      | 81,584,269 |  |   | 81,179,210
|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           
|Net income per common share - Diluted                                               |  | $                         | 0.61       |                             | $ | 0.56       |  | $    | 0.43       |  | $ | 0.31      
|                                                                                    |  |                           |            |                             |   |            |  |      |            |  |   |           

Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of shares
outstanding. Diluted EPS is computed similarly except that the shares outstanding are increased to give effect to all potentially dilutive shares that would have been outstanding if such shares had been issued. The Companys dilutive shares are
the result of stock options outstanding and nonvested restricted stock awards.

At June 30, 2007, weighted average shares of 511,812 and 656,000 for the
six-month and three-month periods, respectively, were not included in the computation of diluted earnings per share since the exercise prices exceeded the average market price of the Companys common shares and the inclusion would have an
anti-dilutive effect. These shares could potentially have a dilutive effect in subsequent periods.

5. SEGMENT INFORMATION

The Company reports operating segments based on the Companys legal entities, which are organized by line of business:



| |  |  | Property casualty insurance
| | - |  | ---------------------------



| |  |  | Life insurance
| | - |  | --------------



| |  |  | Noninsurance
| | - |  | ------------



| |  |  | Consumer financing
| | - |  | ------------------



| |  |  | Commercial leasing
| | - |  | ------------------



| |  |  | Agency operations
| | - |  | -----------------



| |  |  | Employee benefits administration
| | - |  | --------------------------------



| |  |  | Corporate and eliminations
| | - |  | --------------------------



10



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##### Table of Contents

All investing activities are allocated to the segments based on the actual assets, investments, and cash flows of each
segment.

Summarized revenue data for each of the Companys business segments are as follows:



|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|------------------------------------------------------- |  | ------------------------- | ----------- | - | --------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                        |  | Six Months Ended June 30, |             |   | Three Months Ended June 30, |  
|                                                        |  | 2007                      |             |   | 2006                        |   |             | 2007 |  |   | 2006        |  
|Revenues:                                               |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Property Casualty Insurance                             |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Earned premiums                                         |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Automobile premiums                                     |  | $                         | 194,767,863 |   |                             | $ | 187,479,785 |      |  | $ | 97,778,581  |   |  | $ | 94,980,520  |  
|Homeowner premiums                                      |  |                           | 109,167,153 |   |                             |   | 102,849,411 |      |  |   | 55,017,432  |   |  |   | 51,340,673  |  
|Other premiums                                          |  |                           | 9,092,309   |   |                             |   | 7,921,775   |      |  |   | 4,852,485   |   |  |   | 4,513,846   |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total earned premiums                                   |  |                           | 313,027,325 |   |                             |   | 298,250,971 |      |  |   | 157,648,498 |   |  |   | 150,835,039 |  
|Net investment income                                   |  |                           | 22,843,926  |   |                             |   | 18,546,759  |      |  |   | 11,282,500  |   |  |   | 8,867,842   |  
|Other income                                            |  |                           | 8,287,218   |   |                             |   | 6,833,440   |      |  |   | 3,443,039   |   |  |   | 3,419,490   |  
|Net realized investment (losses)                        |  |                           | (4,443,694  | ) |                             |   | (1,560,511  | )    |  |   | (2,289,778  | ) |  |   | (500,593    | )
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total Property Casualty Insurance                       |  |                           | 339,714,775 |   |                             |   | 322,070,659 |      |  |   | 170,084,259 |   |  |   | 162,621,778 |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Life Insurance                                          |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Premiums and policy charges                             |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Traditional life insurance premiums                     |  |                           | 24,798,863  |   |                             |   | 22,348,689  |      |  |   | 12,632,126  |   |  |   | 11,093,850  |  
|Group life insurance premiums                           |  |                           | 528,272     |   |                             |   | 491,014     |      |  |   | (7,582      | ) |  |   |            |  
|Universal life policy charges                           |  |                           | 11,146,723  |   |                             |   | 10,795,310  |      |  |   | 5,574,141   |   |  |   | 5,403,257   |  
|Universal life policy charges - COLI                    |  |                           | 2,522,290   |   |                             |   | 2,478,163   |      |  |   | 848,866     |   |  |   | 778,924     |  
|Interest sensitive life policy charges                  |  |                           | 5,684,385   |   |                             |   | 5,483,747   |      |  |   | 2,859,375   |   |  |   | 2,742,361   |  
|Annuity policy charges                                  |  |                           | 1,574       |   |                             |   |            |      |  |   | 1,204       |   |  |   |            |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total premiums and policy charges                       |  |                           | 44,682,107  |   |                             |   | 41,596,923  |      |  |   | 21,908,130  |   |  |   | 20,018,392  |  
|Net investment income                                   |  |                           | 29,735,295  |   |                             |   | 27,306,352  |      |  |   | 15,097,218  |   |  |   | 13,716,251  |  
|Net realized investment gains                           |  |                           | 6,443,949   |   |                             |   | 3,390,543   |      |  |   | 3,036,708   |   |  |   | 2,203,912   |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total Life Insurance                                    |  |                           | 80,861,351  |   |                             |   | 72,293,818  |      |  |   | 40,042,056  |   |  |   | 35,938,555  |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Noninsurance                                            |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Net investment income                                   |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Equity interest in MidCountry Financial, net of expense |  |                           | 441,294     |   |                             |   | 802,532     |      |  |   | (23,531     | ) |  |   | 288,213     |  
|Loan income (loss), net of expense                      |  |                           | 3,094,436   |   |                             |   | (3,318,216  | )    |  |   | 1,098,592   |   |  |   | (4,472,718  | )
|Other investment income (loss)                          |  |                           | 732,185     |   |                             |   | 4,875       |      |  |   | 392,751     |   |  |   | (157,210    | )
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total net investment income (loss)                      |  |                           | 4,267,915   |   |                             |   | (2,510,809  | )    |  |   | 1,467,812   |   |  |   | (4,341,715  | )
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Other income                                            |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Fee/commission income                                   |  |                           | 18,160,305  |   |                             |   | 18,727,540  |      |  |   | 8,146,467   |   |  |   | 7,917,296   |  
|Other income                                            |  |                           | 559,209     |   |                             |   | 662,268     |      |  |   | 285,851     |   |  |   | 317,580     |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total other income                                      |  |                           | 18,719,514  |   |                             |   | 19,389,808  |      |  |   | 8,432,318   |   |  |   | 8,234,876   |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Net realized investment (losses)                        |  |                           | (50,549     | ) |                             |   | (42,080     | )    |  |   | (50,549     | ) |  |   | (42,080     | )
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total Noninsurance                                      |  |                           | 22,936,880  |   |                             |   | 16,836,919  |      |  |   | 9,849,581   |   |  |   | 3,851,081   |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Corporate and Eliminations                              |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Premiums and policy charges                             |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Group life insurance premiums                           |  |                           | (146,422    | ) |                             |   |            |      |  |   |            |   |  |   |            |  
|Net investment (loss)                                   |  |                           | (3,149,542  | ) |                             |   | (2,541,561  | )    |  |   | (1,596,893  | ) |  |   | (1,417,301  | )
|Other (loss)                                            |  |                           | (11,485,030 | ) |                             |   | (12,819,040 | )    |  |   | (4,968,340  | ) |  |   | (5,619,903  | )
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total Corporate and Eliminations                        |  |                           | (14,780,994 | ) |                             |   | (15,360,601 | )    |  |   | (6,565,233  | ) |  |   | (7,037,204  | )
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total Revenues                                          |  | $                         | 428,732,012 |   |                             | $ | 395,840,795 |      |  | $ | 213,410,663 |   |  | $ | 195,374,210 |  
|                                                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  

Segment profit or loss for the property casualty segment is measured by underwriting profits and losses as well as
by operating income. Segment profit or loss for the life insurance segment, the noninsurance segment and the corporate segment is measured by operating income. Management believes operating income serves as a meaningful tool for assessing the
profitability of the Companys ongoing operations. Operating income, a non-GAAP financial measure, is defined by the Company as net income excluding net realized investment gains and losses, net of applicable taxes. Realized investment gains
and losses are



11



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somewhat controllable by the Company through the timing of decisions to sell securities. Therefore, realized investment gains and losses are not indicative
of future operating performance.

Summarized financial performance data for each of the Companys reportable segments are as follows:



|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|---------------------------------------- |  | ------------------------- | ---------- | - | --------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                         |  | Six Months Ended June 30, |            |   | Three Months Ended June 30, |  
|                                         |  | 2007                      |            |   | 2006                        |   |            | 2007 |  |   | 2006       |  
|Operating Income, net of tax:            |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Property Casualty Insurance              |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Net underwriting income                  |  | $                         | 20,554,056 |   |                             | $ | 27,144,546 |      |  | $ | 23,217,504 |   |  | $ | 20,241,158 |  
|Net investment income                    |  |                           | 22,843,926 |   |                             |   | 18,546,759 |      |  |   | 11,282,500 |   |  |   | 8,867,842  |  
|Other income                             |  |                           | 8,287,218  |   |                             |   | 6,833,440  |      |  |   | 3,443,039  |   |  |   | 3,419,490  |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Pretax operating income                  |  |                           | 51,685,200 |   |                             |   | 52,524,745 |      |  |   | 37,943,043 |   |  |   | 32,528,490 |  
|Income tax expense                       |  |                           | 13,043,868 |   |                             |   | 13,924,706 |      |  |   | 9,713,372  |   |  |   | 8,790,856  |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Operating income, net of tax             |  |                           | 38,641,332 |   |                             |   | 38,600,039 |      |  |   | 28,229,671 |   |  |   | 23,737,634 |  
|Realized investment (losses), net of tax |  |                           | (2,888,401 | ) |                             |   | (1,014,332 | )    |  |   | (1,488,356 | ) |  |   | (325,385   | )
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Net income                               |  |                           | 35,752,931 |   |                             |   | 37,585,707 |      |  |   | 26,741,315 |   |  |   | 23,412,249 |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Life Insurance                           |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Pretax operating income                  |  |                           | 14,460,702 |   |                             |   | 13,896,952 |      |  |   | 9,774,858  |   |  |   | 6,783,319  |  
|Income tax expense                       |  |                           | 4,638,193  |   |                             |   | 4,308,174  |      |  |   | 3,155,600  |   |  |   | 2,073,702  |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Operating income, net of tax             |  |                           | 9,822,509  |   |                             |   | 9,588,778  |      |  |   | 6,619,258  |   |  |   | 4,709,617  |  
|Realized investment gains, net of tax    |  |                           | 4,188,567  |   |                             |   | 2,203,853  |      |  |   | 1,973,860  |   |  |   | 1,432,543  |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Net income                               |  |                           | 14,011,076 |   |                             |   | 11,792,631 |      |  |   | 8,593,118  |   |  |   | 6,142,160  |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Noninsurance                             |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Pretax operating income (loss)           |  |                           | 5,083,910  |   |                             |   | (2,679,931 | )    |  |   | 2,214,013  |   |  |   | (4,269,860 | )
|Income tax expense (benefit)             |  |                           | 1,875,977  |   |                             |   | (874,662   | )    |  |   | 809,764    |   |  |   | (1,464,042 | )
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Operating income (loss), net of tax      |  |                           | 3,207,933  |   |                             |   | (1,805,269 | )    |  |   | 1,404,249  |   |  |   | (2,805,818 | )
|Realized investment (losses), net of tax |  |                           | (32,857    | ) |                             |   | (27,352    | )    |  |   | (32,857    | ) |  |   | (27,352    | )
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                        |  |                           | 3,175,076  |   |                             |   | (1,832,621 | )    |  |   | 1,371,392  |   |  |   | (2,833,170 | )
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Corporate and Eliminations               |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Pretax operating (loss)                  |  |                           | (5,120,553 | ) |                             |   | (2,922,300 | )    |  |   | (2,190,915 | ) |  |   | (1,865,554 | )
|Income tax (benefit)                     |  |                           | (1,791,754 | ) |                             |   | (1,022,473 | )    |  |   | (766,554   | ) |  |   | (652,763   | )
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Operating (loss), net of tax             |  |                           | (3,328,799 | ) |                             |   | (1,899,827 | )    |  |   | (1,424,361 | ) |  |   | (1,212,791 | )
|Realized investment gains, net of tax    |  |                           |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Net (loss)                               |  |                           | (3,328,799 | ) |                             |   | (1,899,827 | )    |  |   | (1,424,361 | ) |  |   | (1,212,791 | )
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  
|Total Net Income                         |  | $                         | 49,610,284 |   |                             | $ | 45,645,890 |      |  | $ | 35,281,464 |   |  | $ | 25,508,448 |  
|                                         |  |                           |            |   |                             |   |            |      |  |   |            |   |  |   |            |  



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Segment assets and the segment asset reconciliation are as follows:



|                            |  |               |                |   |                   |   |                |  
|--------------------------- |  | ------------- | -------------- | - | ----------------- | - | -------------- | -
|                            |  | June 30, 2007 |                |   | December 31, 2006 |  
|Segment Assets:             |  |               |                |   |                   |   |                |  
|Property Casualty Insurance |  | $             | 1,022,520,536  |   |                   | $ | 976,000,158    |  
|Life Insurance              |  |               | 1,289,298,448  |   |                   |   | 1,242,593,714  |  
|Noninsurance                |  |               | 315,396,925    |   |                   |   | 308,120,046    |  
|Corporate and Eliminations  |  |               | 459,646        |   |                   |   | 7,525,176      |  
|                            |  |               |                |   |                   |   |                |  
|Total Assets                |  | $             | 2,627,675,555  |   |                   | $ | 2,534,239,094  |  
|                            |  |               |                |   |                   |   |                |  
|Assets:                     |  |               |                |   |                   |   |                |  
|Allocated to segments       |  | $             | 3,739,316,826  |   |                   | $ | 3,576,382,583  |  
|Eliminations                |  |               | (1,111,641,271 | ) |                   |   | (1,042,143,489 | )
|                            |  |               |                |   |                   |   |                |  
|Total Assets                |  | $             | 2,627,675,555  |   |                   | $ | 2,534,239,094  |  
|                            |  |               |                |   |                   |   |                |  

The following summary reconciles significant segment items to the Companys consolidated condensed financial
statements:



|                                           |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|------------------------------------------ |  | ------------------------- | ----------- | - | --------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                           |  | Six Months Ended June 30, |             |   | Three Months Ended June 30, |  
|                                           |  | 2007                      |             |   | 2006                        |   |             | 2007 |  |   | 2006        |  
|Revenues:                                  |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Premiums - Property Casualty Insurance     |  | $                         | 313,027,325 |   |                             | $ | 298,250,971 |      |  | $ | 157,648,498 |   |  | $ | 150,835,039 |  
|Premiums - Life Insurance                  |  |                           | 25,180,713  |   |                             |   | 22,839,703  |      |  |   | 12,624,544  |   |  |   | 11,093,850  |  
|Policy charges - Life Insurance            |  |                           | 19,354,972  |   |                             |   | 18,757,220  |      |  |   | 9,283,586   |   |  |   | 8,924,542   |  
|Net investment income                      |  |                           | 53,697,594  |   |                             |   | 40,800,741  |      |  |   | 26,250,637  |   |  |   | 16,825,077  |  
|Net realized investment gains              |  |                           | 1,949,706   |   |                             |   | 1,787,952   |      |  |   | 696,381     |   |  |   | 1,661,239   |  
|Other income                               |  |                           | 15,521,702  |   |                             |   | 13,404,208  |      |  |   | 6,907,017   |   |  |   | 6,034,463   |  
|                                           |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total revenues                             |  | $                         | 428,732,012 |   |                             | $ | 395,840,795 |      |  | $ | 213,410,663 |   |  | $ | 195,374,210 |  
|                                           |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Income before income tax expense:          |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Underwriting profit                        |  | $                         | 5,133,041   |   |                             | $ | 13,735,146  |      |  | $ | 17,895,144  |   |  | $ | 13,308,226  |  
|Other income                               |  |                           | 15,521,702  |   |                             |   | 13,404,208  |      |  |   | 6,907,017   |   |  |   | 6,034,463   |  
|Other expense                              |  |                           | (8,243,077  | ) |                             |   | (7,120,629  | )    |  |   | (3,311,798  | ) |  |   | (2,991,370  | )
|Net investment income                      |  |                           | 53,697,594  |   |                             |   | 40,800,741  |      |  |   | 26,250,637  |   |  |   | 16,825,077  |  
|Net realized investment gains              |  |                           | 1,949,706   |   |                             |   | 1,787,952   |      |  |   | 696,381     |   |  |   | 1,661,239   |  
|                                           |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Income before income tax expense           |  | $                         | 68,058,966  |   |                             | $ | 62,607,418  |      |  | $ | 48,437,381  |   |  | $ | 34,837,635  |  
|                                           |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Income tax expense:                        |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Allocated to segments                      |  | $                         | 17,766,285  |   |                             | $ | 16,335,745  |      |  | $ | 12,912,184  |   |  | $ | 8,747,754   |  
|Allocated to net realized investment gains |  |                           | 682,397     |   |                             |   | 625,783     |      |  |   | 243,733     |   |  |   | 581,433     |  
|                                           |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  
|Total income tax expense                   |  | $                         | 18,448,682  |   |                             | $ | 16,961,528  |      |  | $ | 13,155,917  |   |  | $ | 9,329,187   |  
|                                           |  |                           |             |   |                             |   |             |      |  |   |             |   |  |   |             |  

6. PENSION AND POSTRETIREMENT BENEFIT PLANS

On January 1, 2007, Virginia Mutual restructured to form Alliance, a subsidiary of the Company. Prior to June 30, 2001, Virginia Mutual sponsored a defined benefit pension plan covering substantially all of
its employees. It also sponsored a non-qualified benefit pension parity plan (the parity plan) covering employees adversely affected by a 1998 amendment to the qualified plan. In addition, a post-employment life and medical insurance benefit plan
was sponsored covering substantially all of its employees. At June 30, 2001, a curtailment occurred. The plans were frozen and all participants were vested.

At January 1, 2007, these plans were subject to remeasurement under SFAS No. 141, Business Combinations,in accordance with SFAS No. 87, Employers Accounting for Pensions and SFAS No. 106,
Accounting for Postretirement Benefits Other Than Pensions. As a result, the unfunded balance of the parity plan and the postretirement life and medical insurance benefit plan were recorded as liabilities which eliminated any previously
unrecognized gain or loss, prior service cost and transition asset or obligation related to the plans. The defined benefit pension plan liability was remeasured to reflect the anticipated liability for terminating the plan. The Company filed to
terminate the pension plan with the Internal Revenue Service during July 2007.



13



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##### Table of Contents

At January 1, 2007, the Company adopted SFAS No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R). With the plans remeasured as a result of SFAS No. 141, there was no impact on the Companys financial position or results of operations at
the date of adoption.

Components of Net Periodic Benefit Cost

Total net periodic benefit cost for the six-month and three-month periods ended June 30, 2007 include the following components:



|                               |  |                                |          |                                  |                             |   |                 |  |   |                             |   |  |   |       
|------------------------------ |  | ------------------------------ | -------- | -------------------------------- | --------------------------- | - | --------------- |  | - | --------------------------- | - |  | - | ------
|                               |  | Six Months Ended June 30, 2007 |          | Three Months Ended June 30, 2007
|                               |  | PensionBenefits                |          |                                  | OtherPostretirementBenefits |   | PensionBenefits |  |   | OtherPostretirementBenefits
|Interest cost                  |  | $                              | 186,988  |                                  |                             | $ | 57,000          |  | $ | 93,494                      |   |  | $ | 28,500
|Expected return on plan assets |  |                                | (141,728 | )                                |                             |   |                |  |   | (70,864                     | ) |  |   |      
|                               |  |                                |          |                                  |                             |   |                 |  |   |                             |   |  |   |       
|Net periodic benefit cost      |  | $                              | 45,260   |                                  |                             | $ | 57,000          |  | $ | 22,630                      |   |  | $ | 28,500
|                               |  |                                |          |                                  |                             |   |                 |  |   |                             |   |  |   |       

The Company does not anticipate any additional contributions will be made in 2007 to the pension plan. For the six
months ended June 30, 2007, the Company incurred benefit costs related to the other postretirement benefit plan of $73 thousand. Based on historical payments under this plan, the Company currently does not anticipate these benefit costs to vary
significantly for the second half of 2007.

7. INCOME TAXES

On January 1, 2007, the Company adopted the provisions of FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition
threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and
transition issues.

At the date of adoption, the Company had an unrecognized tax benefit of $3.1 million. No adjustments were made to retained earnings at
the date of adoption. The total amount of unrecognized tax benefits as of the date of adoption that, if recognized, would affect the effective tax rate is $185 thousand.

The Companys policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. At the date of adoption, the amount of interest and penalties included in the consolidated
balance sheet was $285 thousand.

As of June 30, 2007, no material changes have occurred since the date of adoption.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. Tax years 2004 through 2006 are still subject to examination
by the Internal Revenue Service. There are no federal income tax examinations currently in process. Tax years 2003 through 2006 are still subject to examination by the various state jurisdictions.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

8. OTHER LONG-TERM INVESTMENTS AND OTHER LONG-TERM INVESTMENTS IN AFFILIATES

Partnership interests represent 81.6%, or $74.2 million, of other long-term investments at June 30, 2007 and 79.3%, or $68.9 million, at December 31, 2006. Similarly, partnership interests represent 17.1%, or $23.1 million, of
other long-term investments in affiliates at June 30, 2007 and 19.9%, or $24.0 million, at December 31, 2006.



14



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##### Table of Contents

9. SUPPLEMENTAL DISCLOSURE FOR STATEMENTS OF CASH FLOWS

The following table presents the Companys noncash investing and financing activities and required supplemental disclosures to the Statements of Cash Flows for the
six months ended June 30, 2007 and June 30, 2006:



|                                                   |  |                           |            |      |   |           
|-------------------------------------------------- |  | ------------------------- | ---------- | ---- | - | ----------
|                                                   |  | Six Months Ended June 30,
|                                                   |  | 2007                      |            | 2006
|Release of restricted stock                        |  | $                         |           |      | $ | 102,913   
|Business Combinations:                             |  |                           |            |      |   |           
|Assets acquired                                    |  | $                         | 60,300,570 |      | $ |          
|Liabilities assumed                                |  | $                         | 59,921,512 |      | $ |          
|Supplemental Disclosures of Cash Flow Information: |  |                           |            |      |   |           
|Cash Paid During the Period for:                   |  |                           |            |      |   |           
|Interest                                           |  | $                         | 8,144,645  |      | $ | 7,692,432 
|Income Taxes                                       |  | $                         | 18,019,272 |      | $ | 17,343,095

10. FINANCIAL ACCOUNTING DEVELOPMENTS

On January 1, 2007 the Company adopted SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Statements No. 133 and 140. This statement provides clarification
and additional guidance regarding derivative accounting, as well as allows the election of fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a remeasurement event, on an
instrument-by-instrument basis, in cases in which a hybrid financial instrument that contains a derivative would otherwise require bifurcation in accordance with SFAS No. 133. The adoption of this statement did not have an impact on the
Companys financial position or results of operations at January 1, 2007, or for the six months ended June 30, 2007.

On January 1,
2007, the Company adopted SFAS No. 156, Accounting for Servicing of Financial Assets, an Amendment of Statement No. 140. This statement requires entities to recognize a servicing asset or liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract in certain situations. It also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value and allows a choice of
either the amortization or fair value measurement method for subsequent measurement. The adoption of this statement did not have an impact on the Companys financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement establishes a common definition for fair value to be applied to U.S.
GAAP guidance requiring the use of fair value. It also outlines the framework for measuring fair value and expands disclosure about fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007. The
Company is currently evaluating the impact this statement may have on its financial position or results of operations at the time it is adopted.

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115, which will become effective at the beginning of the fiscal year
that begins after November 15, 2007. SFAS No. 159 permits entities to measure eligible financial assets, financial liabilities and firm commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be
accounted for at fair value under other generally accepted accounting principles. The fair value measurement election is irrevocable and subsequent changes in fair value must be recorded in earnings. The Company will adopt this statement
effective January 1, 2008 and is currently evaluating if it will elect the fair value option for any of its eligible financial instruments and other items.

In June 2007, the FASB ratified the Emerging Issues Task Force (EITF) consensus on EITF Issue No. 06-11, Accounting for Income Tax Benefits on Dividends on Share-Based Payment Awards. This EITF



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indicates that tax benefits of dividends on unvested restricted stock are to be recognized in equity as an increase in the pool of excess tax benefits.
Should the related awards forfeit or no longer become expected to vest, the benefits are to be reclassified from equity to the income statement. The EITF is effective for fiscal years beginning after December 15, 2007. The Company will adopt
the EITF effective January 1, 2008 and is currently evaluating the impact this EITF may have on its financial position or results of operations at the time it is adopted.

In June 2007, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by
Parent Companies and Equity Method Investors for Investments in Investment Companies (SOP 07-1). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the
Guide). The statement also addresses whether the specialized industry accounting principles of the Guide should be retained by a parent company in consolidation or by an investor that has the ability to exercise significant influence over the
investment company and applies the equity method of accounting to its investment in the entity. In addition, SOP 07-1 includes certain disclosure requirements for parent companies and equity method investors in investment companies that retain
investment company accounting in the parent companys consolidated financial statements or the financial statements of an equity method investor. SOP 07-1 is effective for fiscal years beginning on or after December 15, 2007, with earlier
application encouraged. The Company will adopt the SOP effective January 1, 2008 and is currently evaluating the impact this SOP may have on its financial position or results of operations at the time it is adopted.

11. SUBSEQUENT EVENT

On July 17, 2007, the Company received an
offer from Alfa Mutual Insurance Company, Alfa Mutual Fire Insurance Company and Alfa Mutual General Insurance Company (referred to collectively as the Mutual Group), which collectively own a majority of its common stock, for a transaction that
would result in the privatization of the Company. The Mutual Group proposes to acquire all of the outstanding shares of the Companys common stock that are not currently owned by the Mutual Group. The Companys Board of Directors has
appointed a Special Committee of its four independent directors to review, evaluate and negotiate the proposal by the Mutual Group. The Special Committee will retain independent financial and legal advisors to assist it in evaluating the Mutual
Groups proposal. For additional information, refer to the Companys Form 8-K filed with the Securities and Exchange Commission on July 18, 2007. Although no assurances can be given that a transaction will occur or on what terms,
depending on the final structure of the transaction, provisions in stock-based compensation plans could be triggered by the transaction that could result in immediate vesting of options and awards that would accelerate the recognition of expense and
could impact the Companys future results of operations.

The Company will likely incur future costs for the proposal and/or litigation stemming from
the proposal.

Six purported class action lawsuits, five in Delaware and one in Alabama, have been brought against the Company, the Mutual Group and
directors and/or officers on behalf of the public shareholders of the Company, to enjoin the defendants from causing the Company to enter into an agreement to be acquired by the Mutual Group, among other allegations. The Companys Board of
Directors has appointed a Special Committee of its four independent directors to review, evaluate and negotiate the proposal by the Mutual Group. The Company believes the actions are without merit.



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

Managements Discussion and Analysis of Financial Condition and Results of Operations addresses the financial condition of Alfa Corporation and its subsidiaries (the Company) as of June 30, 2007, compared
with December 31, 2006 and the results of operations for the six-month and three-month periods ended June 30, 2007 and June 30, 2006. The following discussion should be read in conjunction with the Consolidated Condensed Financial
Statements and Notes to Consolidated Condensed Financial Statements that are in this Form 10-Q and the Consolidated Financial Statements and Notes to Consolidated Financial Statements in the annual report to stockholders for the year ended
December 31, 2006 on Form 10-K.

Any statement contained in this report which is not a historical fact, or which might otherwise be considered an
opinion or projection concerning the Company or its business, whether expressed or implied, is meant as and should be considered a forward-looking statement as that term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on assumptions and opinions concerning a variety of known and unknown risks, including but not necessarily limited to changes in market conditions, natural disasters and other catastrophic events, increased
competition, changes in availability and cost of reinsurance, changes in governmental regulations, technological changes, political and legal contingencies and general economic conditions, as well as other risks and uncertainties more completely
described in the Companys filings with the Securities and Exchange Commission, including this report on Form 10-Q. If any of these assumptions or opinions proves incorrect, any forward-looking statements made on the basis of such assumptions
or opinions may also prove materially incorrect in one or more respects and may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements.

OVERVIEW

Alfa Corporation is a financial services holding company
headquartered in Alabama that offers primarily personal lines of property casualty insurance, life insurance and financial services products through its wholly-owned subsidiaries:



| |  |  | Alfa Insurance Corporation (AIC)
| | - |  | --------------------------------



| |  |  | Alfa General Insurance Corporation (AGI)
| | - |  | ----------------------------------------



| |  |  | Alfa Vision Insurance Corporation (AVIC)
| | - |  | ----------------------------------------



| |  |  | Alfa Alliance Insurance Corporation (Alliance)
| | - |  | ----------------------------------------------



| |  |  | Alfa Life Insurance Corporation (Life)
| | - |  | --------------------------------------



| |  |  | Alfa Financial Corporation (Financial)
| | - |  | --------------------------------------



| |  |  | The Vision Insurance Group, LLC (Vision)
| | - |  | ----------------------------------------



| |  |  | Alfa Agency Mississippi, Inc. (AAM)
| | - |  | -----------------------------------



| |  |  | Alfa Agency Georgia, Inc. (AAG)
| | - |  | -------------------------------



| |  |  | Alfa Benefits Corporation (ABC)
| | - |  | -------------------------------

Alfa Corporation is
affiliated with Alfa Mutual Insurance Company, Alfa Mutual Fire Insurance Company, and Alfa Mutual General Insurance Company (collectively, the Mutual Group). The Mutual Group owns 54.8% of Alfa Corporations common stock, their largest single
investment. Alfa Specialty Insurance Corporation (Specialty) is a wholly-owned subsidiary of Alfa Mutual Insurance Company (Mutual). Alfa Corporation and its subsidiaries (the Company) together with the Mutual Group and Specialty comprise the Alfa
Group (Alfa). Prior to January 1, 2007, Virginia Mutual Insurance Company (Virginia Mutual) ceded 80% of its direct business to Alfa Mutual Fire Insurance Company (Fire) under a Strategic Affiliation Agreement signed in August 2001.

Effective January 1, 2007, the Company completed the previously approved plan of conversion and acquisition of Virginia Mutual. Under the plan, Virginia Mutual
converted from a mutual company to a stock company and simultaneously was recapitalized as Alfa Alliance Insurance Corporation (Alliance), a wholly-owned subsidiary of the Company. In addition, the Pooling Agreement was amended to include Alliance
as a participant in the pool and the quota share agreement between Fire and Virginia Mutual was terminated with applicable references removed from the Pooling Agreement.

On July 17, 2007, the Company received an offer from Alfa Mutual Insurance Company, Alfa Mutual Fire Insurance Company and Alfa Mutual General Insurance Company (referred to collectively as the Mutual



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Group), which collectively own a majority of its common stock, for a transaction that would result in the privatization of the Company. The Mutual Group
proposes to acquire all of the outstanding shares of the Companys common stock that are not currently owned by the Mutual Group. The Companys Board of Directors has appointed a Special Committee of its four independent directors to
review, evaluate and negotiate the proposal by the Mutual Group. For additional details refer to Note 11  Subsequent Event in the Notes to Consolidated Condensed Financial Statements and Item 1A. Risk Factors of this Form 10-Q.

The Companys revenue consists mainly of premiums earned, policy charges, net investment income and fee income. Benefit and settlement expenses
consist primarily of claims paid and claims in process and pending and include an estimate of amounts incurred but not yet reported along with loss adjustment expenses. Other operating expenses consist primarily of compensation expenses, and other
overhead business expenses, net of deferred policy acquisition costs.

The Company reports operating segments based on the Companys legal entities,
which are organized by line of business:



| |  |  | Property casualty insurance
| | - |  | ---------------------------



| |  |  | Life insurance
| | - |  | --------------



| |  |  | Noninsurance
| | - |  | ------------



| |  |  | Consumer financing
| | - |  | ------------------



| |  |  | Commercial leasing
| | - |  | ------------------



| |  |  | Agency operations
| | - |  | -----------------



| |  |  | Employee benefits administration
| | - |  | --------------------------------



| |  |  | Corporate and eliminations
| | - |  | --------------------------

In the first six months
of 2007, property casualty insurance operations accounted for 79.2% of revenues and 72.1% of net income. Life insurance operations generated 18.9% of revenues and 28.2% of net income. Noninsurance operations, combined with corporate operations and
eliminations, generated 1.9% of revenues and resulted in a net loss of $154 thousand or 0.3% of net income.

On January 1, 2007, the Company adopted
Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts.This statement provides guidance on accounting for deferred acquisition
costs on an internal replacement. Transactions are accounted for as an internal replacement, as defined by this statement, when a policyholder requests a change not within the terms of the original contract and the change is deemed by the Company to
be significant and integrated. For internal replacements of insurance products, the unamortized balance of acquisition costs previously deferred under the original contracts is extinguished and charged to income. The new acquisition costs associated
with the replacement are deferred and amortized to income.

At the date of adoption, no adjustments were made to retained earnings in the life segment or
the property casualty segment. For the six months ended June 30, 2007, there were not any significant impacts in the property casualty segment for internal replacements. In the life segment, internal replacements resulted in the extinguishment
of acquisition costs previously deferred and a charge to income through amortization expense of $1.7 million for the first six months and $483 thousand for the second quarter of 2007. During the first quarter of 2007, Life provided an opportunity
for agents to convert existing policyholders to the new return of premium product.

On January 1, 2007, the Company adopted the provisions of FASB
Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition threshold that a tax position is required to meet before being recognized in the
financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. At the date of adoption no adjustments were made to retained earnings.
The total amount of unrecognized tax benefits as of the date of adoption that, if recognized, would affect the effective tax rate was $185 thousand.

Future results of operations will depend in part on the Companys ability to predict and control benefit and settlement expenses through underwriting criteria, product design and negotiation of favorable vendor contracts. The Company
must also seek timely and accurate rate changes from insurance regulators in order to meet strategic business objectives. Selection of insurable risks, proper collateralization of loans and



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leases and continued staff development also impact the operating results of the Company. The Companys inability to mitigate any or all risks mentioned
above or other factors may adversely affect its profitability.

In evaluating the performance of the Companys segments, management believes operating
income serves as a meaningful tool for assessing the profitability of the Companys ongoing operations. Operating income, a non-GAAP financial measure, is defined by the Company as net income excluding net realized investment gains and losses,
net of applicable taxes. Realized investment gains and losses are somewhat controllable by the Company through the timing of decisions to sell securities. Therefore, realized investment gains and losses are not indicative of future operating
performance.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires the Companys management to make significant estimates and assumptions based on
information available at the time the financial statements are prepared. In addition, management must ascertain the appropriateness and timing of any changes in these estimates and assumptions. Certain accounting estimates are particularly sensitive
because of their significance to the Companys financial statements and because of the possibility that subsequent events and available information may differ markedly from managements judgments at the time financial statements are
prepared. For the Company, the areas most subject to significant management judgments include reserves for property casualty losses and loss adjustment expenses, reserves for future policy benefits, deferred policy acquisition costs, valuation of
investments, and reserves for pending litigation. The application of these critical accounting estimates impacts the values at which 72% of the Companys assets and 61% of the Companys liabilities are reported at June 30, 2007 and
therefore have a direct effect on net earnings and stockholders equity. The Companys Summary of Significant Accounting Policies is presented in the Notes to Consolidated Financial Statements in the Companys annual
report for 2006 on Form 10-K.

Management has discussed the Companys critical accounting policies and estimates, together with any changes therein,
with the Audit Committee of the Companys Board of Directors. The Companys Audit Committee has also reviewed the disclosures contained herein.

Reserves for Property Casualty Losses and Loss Adjustment Expenses

Losses and loss adjustment expenses payable are managements best
estimates at a given point in time of what the Company expects to pay claimants, based on known facts, circumstances, historical trends, emergence patterns and settlement patterns. Reserves for reported losses are established on a case-by-case basis
with the amounts determined by claims adjusters based on the Companys reserving practices, which take into account the type of risk, the circumstances surrounding each claim and policy provisions relating to types of loss. Loss and loss
adjustment expense reserves for incurred claims that have not yet been reported (IBNR) are estimated based primarily on historical emergence patterns with consideration given to many variables including statistical information, inflation, legal
developments, storm loss estimates, and economic conditions.

The Companys internal actuarial staff conducts annual reviews of projected loss
development information by line of business to assist management in making estimates of reserves for ultimate losses and loss adjustment expenses payable. Several factors are considered in estimating ultimate liabilities including consistency in
relative case reserve adequacy, consistency in claims settlement practices, recent legal developments, historical data, actuarial projections, accounting projections, exposure growth, current business conditions, catastrophe developments and late
reported claims. In addition, reasonableness is established in the context of claim severity, loss ratio and trend factors, all of which are implicit in the liability estimates. On an interim basis, the Companys internal actuarial staff
reviews the direct emergence for each line of business compared to the expected emergence implied by the most recent annual review. If the emergence is not within acceptable bounds, the opinion on reserve adequacy is revised and reserve amounts are
adjusted. Otherwise, IBNR reserves are adjusted as changes in exposure indicate that additional reserves are needed until the next annual review is completed. The following methodologies are used to develop a range of probable outcomes for estimated
loss and loss adjustment expense reserves during the annual review, with the Catastrophes methods used during both annual and interim reviews:



| |  | Normal Loss Reserves
|- |  | --------------------



| |  |  | Reported Loss Development
| | - |  | -------------------------



| |  |  | Paid Loss Development
| | - |  | ---------------------



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| |  |  | Bornhuetter-Ferguson Methods (paid and reported)
| | - |  | ------------------------------------------------



| |  |  | Cape Cod Method (paid and reported)
| | - |  | -----------------------------------



| |  |  | Counts and Averages
| | - |  | -------------------



| |  |  | Calendar Year Methods
| | - |  | ---------------------



| |  |  | Judgmental Methods
| | - |  | ------------------



| |  |  | Thomas Mack
| | - |  | -----------



| |  | Loss Adjustment Expenses Reserves
|- |  | ---------------------------------



| |  |  | Reported Loss Development
| | - |  | -------------------------



| |  |  | Paid Loss Development
| | - |  | ---------------------



| |  |  | Bornhuetter-Ferguson Methods (paid and reported)
| | - |  | ------------------------------------------------



| |  |  | Cape Cod Method (paid and reported)
| | - |  | -----------------------------------



| |  |  | Ratio Methods
| | - |  | -------------



| |  |  | Calendar Year Methods
| | - |  | ---------------------



| |  |  | Judgmental Methods
| | - |  | ------------------



| |  |  | Accrual Methods
| | - |  | ---------------



| |  | Catastrophes
|- |  | ------------



| |  |  | Regression Fit on Incremental Payments
| | - |  | --------------------------------------



| |  |  | Regression on Reported Claim Counts
| | - |  | -----------------------------------



| |  |  | Leakage Method
| | - |  | --------------



| |  |  | Comparison to Past Catastrophe Development
| | - |  | ------------------------------------------

The
annual actuarial reviews are presented to management with a point estimate established within the range of probable outcomes for evaluating the adequacy of reserves and determination of the appropriate reserve value to be included in the financial
statements. Management establishes reserves slightly above mid-point to include an estimated provision for uncertainty and to minimize the necessity for changing historical estimates. Although management uses many internal and external resources, as
well as multiple established methodologies to calculate reserves, there is no method for determining the exact ultimate liability.

Management establishes
reserves for loss adjustment expenses that are not attributable to a specific claim. These reserves are referred to as Defense and Cost Containment (DCC) and Adjusting and Other Expenses (AO). DCC and AO reserves are recorded to establish the
liability for settling and defending claims that have been incurred, but have not yet been completely settled. For AO, historical ratios of AO to paid losses are developed, and then applied to the current outstanding reserves. The method uses a
traditional assumption that 50% of the expenses are realized when the claim is open, and the other 50% are incurred when the claim is closed. The method also assumes that the underlying claims process and mix of business do not change materially
over time.

An important assumption underlying the reserve estimation methods for the property casualty lines is that the loss cost trends implicitly built
into the loss and LAE patterns will continue into the future. Some of the factors that could influence assumptions arise from a variety of sources including tort law changes, development of new medical procedures, social inflation, and other
inflationary changes in costs beyond assumed levels. Inflation changes have much less impact on short-tail personal lines reserves and more impact on long-tail commercial lines. The Company does not have any significant long-tailed lines of
business, so the actuarial assumptions and methodologies are consistent across all lines of business, regardless of the expected payout patterns. This is further evidenced by the fact that approximately 90% of ultimate losses for a given accident
year are reported in the first year and by the end of the second year more than 99% are reported.

Reserves for Policyholder Benefits

Benefit reserves for traditional life products are determined according to the provisions of Statement of Financial Accounting Standard (SFAS) No. 60, Accounting
and Reporting by Insurance Enterprises. The methodology used requires that the present value of future benefits to be paid to or on behalf of policyholders less the present value of future net premiums (that portion of the gross premium required
to provide for all future benefits and expenses) be determined. Such determination uses assumptions, including provision for adverse deviation, for expected investment yields, mortality, terminations and maintenance expenses applicable at the time
the insurance contracts are issued. These assumptions determine the level and the sufficiency of reserves. The Company annually tests the validity of these assumptions.



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Benefit reserves for universal life products and annuity products are determined according to the provisions of SFAS
No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments. This standard directs that, for policies with an explicit account balance, the
benefit reserve is the account balance without reduction for any applicable surrender charge.

In accordance with the provisions of SFAS No. 60 and the
AICPA Audit and Accounting Guide, credit insurance reserves are held as unearned premium reserves calculated using the rule of 78 method. Reserves for supplementary contracts with life contingencies are determined using the 1971
Individual Annuity Mortality Table and interest rates that vary depending on date of issue. Likewise, reserves for accidental death benefits are determined predominately by using the 1959 Accidental Death Benefit Mortality Table and an interest rate
of 3%. Reserves for disability benefits, both active and disabled lives, are calculated primarily from the 1952 Disability Study and a rate of 2.5%. A small portion of the Companys disabled life reserves are calculated based on the 1970
Intercompany Group Disability Study and a rate of 3%.

Reserves for all other benefits are computed in accordance with presently accepted actuarial
standards. Management believes that reserve amounts reflected in the Companys balance sheet related to life products:



| |  |  | are consistently applied and fairly stated in accordance with sound actuarial principles;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | are based on actuarial assumptions which are in accordance with contract provisions;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | make a good and sufficient provision for all unmatured obligations of the Company guaranteed under the terms of its contracts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | are computed on the basis of assumptions consistent with those used in computing the corresponding items of the preceding year end; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | include provision for all actuarial reserves and related items that ought to be established.
| | - |  | --------------------------------------------------------------------------------------------

Valuation of Investments

Unrealized investment gains or losses on
investments carried at fair value, net of applicable income taxes, are reflected directly in stockholders equity as a component of accumulated other comprehensive income (loss) and, accordingly, have no effect on net income. Fair values for
fixed maturities and equity securities are based on quoted market prices. The cost of investment securities sold is determined by using the first-in, first-out methodology. In some instances, the Company may use the specific identification method.
The Company monitors its investment portfolio and conducts quarterly reviews of investments that have experienced a decline in fair value below cost to evaluate whether the decline is other than temporary. Such evaluations involve judgment and
consider the magnitude and reasons for a decline and the prospects for the fair value to recover in the near term. Declines resulting from broad market conditions or industry related events, and for which the Company has the intent to hold the
investment for a period of time believed to be sufficient to allow a market recovery or to maturity, are considered to be temporary. Future adverse investment market conditions, or poor operating results of underlying investments, could result in an
impairment charge in the future. Where a decline in fair value of an investment below its cost is deemed to be other than temporary, a charge is reflected in income for the difference between the cost or amortized cost and the estimated net
realizable value. As a result, writedowns of $1.9 million and $3 thousand were recorded in the first six months of 2007 on equity securities and fixed maturities, respectively. During the same period in 2006, writedowns of $1.8 million were recorded
on equity securities with no writedowns on fixed maturities.

Policy Acquisition Costs

Policy acquisition costs, such as commissions, premium taxes and certain other underwriting and marketing expenses that vary with and are directly related to the production of business have been deferred.

Life Insurance Products: Traditional life insurance acquisition costs are being amortized over the premium payment period of the related policies using
assumptions consistent with those used in computing policy benefit reserves. Acquisition costs for universal life type policies are being amortized over a thirty-year period in relation to the present value of estimated gross profits that are
determined based upon surrender charges and investment, mortality and expense margins. Investment income is considered, if necessary, in the determination of the recoverability of deferred policy acquisition costs. If an internal replacement



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change is considered to be significant and integrated, the unamortized balance of deferred policy acquisition costs related to the original contract is
extinguished and charged to income. The policy acquisition costs associated with the replacement policy are deferred and amortized to income.

Property
Casualty Products: Acquisition costs for property casualty insurance are amortized over the period in which the related premiums are earned. If an internal replacement change is considered to be significant and integrated, the unamortized
balance of deferred policy acquisition costs related to the original contract is extinguished and charged to income. The policy acquisition costs associated with the replacement policy are deferred and amortized to income. Future changes in
estimates, such as the relative time certain employees spend in initial policy bookings, may require adjustment to the amounts deferred. Changes in underwriting and policy issuance processes may also give rise to changes in these deferred costs.

Reserves for Litigation

The Company is subject to
lawsuits in the normal course of business related to its insurance and noninsurance products. At the time a lawsuit becomes known, management evaluates the merits of the case and determines the need for establishing estimated reserves for potential
settlements or judgments as well as reserves for potential costs of defending the Company against the allegations of the complaint. These reserves may be adjusted as the case develops. Periodically, and at least quarterly, management assesses all
pending cases as a basis for evaluating reserve levels. At that point, any necessary adjustments are made to applicable reserves as determined by management and are included in current operating results. Reserves may be adjusted based upon outside
counsels advice regarding the law and facts of the case, any revisions in the law applicable to the case, the results of depositions and/or other forms of discovery, general developments as the case progresses such as a favorable or an adverse
trial court ruling, whether a verdict is rendered for or against the Company, whether management believes an appeal will be successful, or other factors that may affect the anticipated outcome of the case. Management believes adequate reserves have
been established in known cases. However, due to the uncertainty of future events, there can be no assurance that actual outcomes will not differ from the assessments made by management.



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##### Table of Contents

RESULTS OF OPERATIONS

The following table sets forth consolidated summarized income statement information for the six-month and three-month periods ended June 30, 2007 and 2006:



|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|------------------------------------------ |  | ----------------------------------------------- | ------- | - | --------------------------- | - | ------- | -------- |  | --- | ---- |  | - | ------- | - |  | -------- | ------- | - |  | --- | --
|                                           |  | Six Months Ended June 30,                       |         |   | Three Months Ended June 30, |  
|                                           |  | 2007                                            |         |   | 2006                        |   |         | % Change |  |     | 2007 |  |   | 2006    |   |  | % Change |        
|                                           |  | (in thousands, except share and per share data) |        
|Revenues                                   |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Property casualty insurance premiums       |  | $                                               | 313,027 |   |                             | $ | 298,251 |          |  | 5   | %    |  | $ | 157,648 |   |  | $        | 150,835 |   |  | 5   | % 
|Life insurance premiums and policy charges |  |                                                 | 44,536  |   |                             |   | 41,597  |          |  | 7   | %    |  |   | 21,908  |   |  |          | 20,018  |   |  | 9   | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Total premiums and policy charges          |  | $                                               | 357,563 |   |                             | $ | 339,848 |          |  | 5   | %    |  | $ | 179,556 |   |  | $        | 170,853 |   |  | 5   | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Net investment income                      |  | $                                               | 53,698  |   |                             | $ | 40,801  |          |  | 32  | %    |  | $ | 26,251  |   |  | $        | 16,825  |   |  | 56  | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Other income                               |  | $                                               | 15,522  |   |                             | $ | 13,404  |          |  | 16  | %    |  | $ | 6,907   |   |  | $        | 6,034   |   |  | 14  | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Total revenues                             |  | $                                               | 428,732 |   |                             | $ | 395,841 |          |  | 8   | %    |  | $ | 213,411 |   |  | $        | 195,374 |   |  | 9   | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Net income                                 |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Insurance operations                       |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Property casualty insurance                |  | $                                               | 38,641  |   |                             | $ | 38,600  |          |  | 0   | %    |  | $ | 28,229  |   |  | $        | 23,738  |   |  | 19  | % 
|Life insurance                             |  |                                                 | 9,823   |   |                             |   | 9,589   |          |  | 2   | %    |  |   | 6,619   |   |  |          | 4,709   |   |  | 41  | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Total insurance operations                 |  | $                                               | 48,464  |   |                             | $ | 48,189  |          |  | 1   | %    |  | $ | 34,848  |   |  | $        | 28,447  |   |  | 23  | % 
|Noninsurance operations                    |  |                                                 | 3,208   |   |                             |   | (1,805  | )        |  | 278 | %    |  |   | 1,404   |   |  |          | (2,806  | ) |  | 150 | % 
|Realized investment gains, net of tax      |  |                                                 | 1,267   |   |                             |   | 1,162   |          |  | 9   | %    |  |   | 453     |   |  |          | 1,080   |   |  | (58 | )%
|Corporate                                  |  |                                                 | (3,329  | ) |                             |   | (1,900  | )        |  | 75  | %    |  |   | (1,424  | ) |  |          | (1,213  | ) |  | 17  | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Net income                                 |  | $                                               | 49,610  |   |                             | $ | 45,646  |          |  | 9   | %    |  | $ | 35,281  |   |  | $        | 25,508  |   |  | 38  | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Net income per share                       |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|- Basic                                    |  | $                                               | 0.62    |   |                             | $ | 0.57    |          |  | 8   | %    |  | $ | 0.44    |   |  | $        | 0.32    |   |  | 38  | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|- Diluted                                  |  | $                                               | 0.61    |   |                             | $ | 0.56    |          |  | 8   | %    |  | $ | 0.43    |   |  | $        | 0.31    |   |  | 38  | % 
|                                           |  |                                                 |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   

Consolidated results of operations were impacted by the following events in 2006 and 2007:



| |  |  | On January 1, 2006, the Company adopted SFAS No. 123(R).
| | - |  | --------------------------------------------------------



| |  |  | Effective January 1, 2006, a new life policy administration system was implemented with three new product offerings:
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | return of premium level term life
| | - |  | ---------------------------------



| |  |  | single premium non-qualified annuity
| | - |  | ------------------------------------



| |  |  | flexible premium non-qualified annuity
| | - |  | --------------------------------------



| |  |  | During the second quarter of 2006, management discovered fraudulent activity occurring within Financial. The misconduct was determined to be limited to the
acts of a single person. As a result, the Company provided for a charge of $5.5 million on a pretax basis and $3.6 million on an after tax basis or a $0.04 impact on earnings per share in the second quarter to write-off these fraudulently
originated loans. Subsequent recoveries of $2.0 million, on a pretax basis, were recorded in the third quarter of 2006 and $815 thousand, on a pretax basis, were received during the first quarter of 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On January 1, 2007, the Company completed the plan of conversion and acquisition of Virginia Mutual. Under the plan, Virginia Mutual converted from a mutual
company to a stock company and simultaneously was recapitalized as Alliance, a wholly-owned subsidiary of the Company.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Effective January 1, 2007, the property casualty insurance Pooling Agreement (refer to Note 2  Pooling Agreement in the Notes to Consolidated
Financial Statements in the Companys annual report for 2006 on Form 10-K) was modified as follows:
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alliance, a new subsidiary of the Company, was added as a 2% participant in the pool with AICs and AGIs participation decreasing 1% each. The Company
maintained its overall 65% participation.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The quota share agreement between Fire and Virginia Mutual was terminated and applicable references were removed from the Pooling Agreement.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



23



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##### Table of Contents

| |  |  | On January 1, 2007, the Company adopted SOP 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or
Exchanges of Insurance Contracts.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenues

Total premiums and policy charges increased $17.7 million, or 5.2%, for the first six months of 2007 and increased $8.7 million, or 5.1% during the second quarter.

Property Casualty Insurance: Property casualty insurance earned premiums for the first six months of 2007 increased $14.8 million, or 5.0%, and written
premiums increased $3.0 million, or 0.9%. For the three months ended June 30, 2007, earned and written premiums increased $6.8 million and $2.8 million, respectively. The following table shows the Companys growth in earned and
written premiums, comparing the six months ended June 30, 2007 and 2006:



|                                  |  |                     |    |  |                      |   
|--------------------------------- |  | ------------------- | -- |  | -------------------- | --
|                                  |  | EarnedPremiumGrowth |    |  | WrittenPremiumGrowth |   
|Personal lines                    |  |                     |    |  |                      |   
|Automobile                        |  | 6.4                 | %  |  | (1.9                 | )%
|Homeowner1                        |  | 11.5                | %  |  | 8.6                  | % 
|Farmowner                         |  | 5.7                 | %  |  | 2.4                  | % 
|Other                             |  | 14.3                | %  |  | 12.3                 | % 
|                                  |  |                     |    |  |                      |   
|Total Personal Lines              |  | 8.0                 | %  |  | 1.6                  | % 
|Commercial lines                  |  | 46.6                | %  |  | 31.0                 | % 
|Reinsurance ceded                 |  | 78.2                | %  |  | (702.5               | )%
|Reinsurance assumed               |  | (85.2               | )% |  | (171.5               | )%
|                                  |  |                     |    |  |                      |   
|Total Property Casualty Insurance |  | 5.0                 | %  |  | 0.9                  | % 
|                                  |  |                     |    |  |                      |   



|1 | Homeowner includes Homeowner and Manufactured Home
|- | --------------------------------------------------

The 6.4%, or $11.5 million, earned premium growth in the automobile line is mainly attributable to AVIC and the addition of
Alliance, a new subsidiary of the Company. AVIC contributed $5.2 million of the earned premium increase and Alliance contributed $5.1 million. AICs and AGIs internal growth for the automobile line was $1.2 million. Written
premium in the automobile line declined $3.7 million, or 1.9%. AVIC declined $4.8 million due to lower production. In addition, AICs and AGIs written premium declined $1.0 million with rate decreases in the Alabama preferred
automobile line during the first quarter of 2006 and in the Alabama standard automobile line during the second quarter of 2007. Offsetting these decreases, the Georgia preferred and standard automobile lines had rate increases in the first quarter
of 2007. Alliance contributed written premium for the automobile line of $2.1 million.

AIC, AGI and Alliance have a broader line of insurance
products. AICs and AGIs homeowner line earned premium growth of $5.8 million and written premium growth of $5.0 million was impacted by three rate increases across both preferred and standard lines during 2006 as well as a
manufactured home increase in the second quarter of 2007. The farmowner earned and written premium growth of $771 thousand and $345 thousand, respectively, was impacted by a rate increase in the last quarter of 2005. AIC and AGI other
personal lines earned premium increased $231 thousand and commercial lines earned premium increased slightly at $68 thousand. Alliance contributed earned premium for the homeowner line of $3.2 million, other personal lines of $929 thousand and
commercial lines of $3.9 million and contributed written premium for the homeowner lines of $2.1 million, other personal lines of $812 thousand and commercial lines of $2.9 million.

Reinsurance ceded earned premium increased 78.2% or $1.5 million due to increases in the Companys catastrophe reinsurance premiums and increases in the working cover program. Reinsurance assumed earned
premium decreased 85.2%, or $10.1 million, due to the commutation of the Virginia Mutual quota share reinsurance treaty offset by a $480 thousand increase in the assumed premium from the state of Texas through AVIC. The decreases in reinsurance
ceded and assumed written premium are related to the commutation of the Virginia Mutual quota share reinsurance treaty.



24



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##### Table of Contents

The property casualty subsidiaries of the Company are participants in the Pooling Agreement with the Mutual Group
including Specialty. Under the Pooling Agreement, the Companys property casualty subsidiaries along with other members of the Mutual Group cede their direct property casualty business which includes premiums, losses and underwriting
expenses to Mutual. Mutual retrocedes to each participant a specified portion of premiums, losses and underwriting expenses based on each participants pooling percentage. The Companys share of the pool was 65% during both 2007
and 2006, therefore pooling did not impact premium growth. Because premiums are allocated according to the Pooling Agreement, policy count data is not applicable to the Company. Refer to Note 2  Pooling Agreement in the Notes
to Consolidated Financial Statements in the Companys annual report for 2006 on Form 10-K for additional detail of the Pooling Agreement.

Life
Insurance: Life insurance premiums and policy charges increased $2.9 million, or 7.1%, for the first six months of 2007 and $1.9 million, or 9.4%, for the three months ended June 30, 2007.

Life insurance premiums, net of eliminations, increased $2.3 million, or 10.3%, for the first six months of 2007 and $1.5 million, or 13.8%, for the three months ended
June 30, 2007. This increase is primarily the result of an increase in term life premiums of $2.5 million and $1.5 million for the six-month and three-month periods ended June 30, 2007, respectively and an increase of 6.8% in term
life policies inforce year to date. The majority of the increase is attributable to the return of premium level term life product. Group life premiums decreased mainly from an elimination of $146 thousand between Life and Alliance.

Life insurance policy charges increased $598 thousand, or 3.2%, for the first six months of 2007 and $359 thousand, or 4.0%, for the three months ended
June 30, 2007. The 2007 increase is primarily due to an increase in universal life policy charges resulting from increases in fund balances that the charges are assessed against along with a slight increase of 0.4% in the number of
universal life policies inforce. The persistency ratio for life business was 90.5% and 91.2% at June 30, 2007 and 2006, respectively. Persistency, a non-GAAP financial measure, represents the ratio of the annualized premium of policies inforce
at June 30, 2007 and 2006 as a percentage of the annualized premium paid at June 30, 2007 and 2006, respectively. There is no comparable GAAP measure for annualized premium. The following table shows the growth in policies inforce and
inforce annualized premium, on a statutory accounting basis, comparing the first six months of 2007 and 2006:



|                        |  |                       |   |  |                                |   
|----------------------- |  | --------------------- | - |  | ------------------------------ | --
|                        |  | PoliciesInforceGrowth |   |  | InforceAnnualizedPremiumGrowth |   
|Life Insurance          |  |                       |   |  |                                |   
|Universal life          |  | 0.4                   | % |  | 2.2                            | % 
|Universal life - COLI   |  | 70.4                  | % |  | (7.6                           | )%
|Interest sensitive life |  | 1.7                   | % |  | 1.9                            | % 
|Traditional life        |  | 1.5                   | % |  | 11.2                           | % 
|Group life              |  | 1.5                   | % |  | 5.0                            | % 
|Annuities               |  | 76.9                  | % |  | 99.0                           | % 
|                        |  |                       |   |  |                                |   
|Total Life Insurance    |  | 1.9                   | % |  | 4.5                            | % 
|                        |  |                       |   |  |                                |   

Policies inforce grew for all lines in 2007. The increase in traditional life was the result of increases in
new product offerings offset by a decline in the direct mail product. Inforce annualized premium growth was 4.5%, with the largest increase in traditional life at 11.2%, or $5.1 million. Inforce annualized premium growth for annuities
increased 99.0%, or $809 thousand. Policies inforce growth for the COLI plan was 70.4% in the first six months of 2007. This increase represents additional coverage for the same group of employees due to the Pension Protection Act of 2006. Paid
annualized premium decreased 7.6% as the demographics of the group covered changed.

Net investment income increased $12.9 million, or 31.6%, for the six
months ended June 30, 2007 and $9.4 million, or 56.0%, for the three months ended June 30, 2007 due to increases in interest income on fixed maturities, short-term investments and partnership income. In addition, Alliance contributed
$1.0 million of the year-to-date increase and $502 thousand of the increase for the quarter. The 2006 results were negatively impacted by a $5.5 million increase in loan losses as a result of collateral loans written off during the second
quarter. Positive cash flows resulted in an increase in total invested assets, including investments in affiliates, of 3.7% in the six months since December 31, 2006.



25



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##### Table of Contents

Other income increased $2.1 million, or 15.8%, for the six months ended June 30, 2007 mainly due to a gain
recognized from the purchase of Alliance. The Company considers the amount to not be material to estimated income for the current full fiscal year; therefore, the gain was recorded as other income in the first quarter. For the three months ended
June 30, 2007 when compared to the same period in 2006, other income increased $873 thousand, or 14.5% mainly due to increases in Vision commission income.

Net Income

Operating income for the property casualty subsidiaries increased slightly by $41 thousand, or 0.1%, for the six months ended
June 30, 2007 and $4.5 million, or 18.9%, for the three months ended June 30, 2007. Earned premiums increased 5.0%, or $14.8 million, for the six-month period ended June 30, 2007 with almost half of the increase derived from the
nonstandard automobile market, a 10.4%, or $1.1 million, increase from Alliance and the remainder from the Alabama, Georgia and Mississippi preferred and standard markets. For the three-month period ended June 30, 2007, earned premiums
increased 4.5%, or $6.8 million, with the nonstandard automobile market increasing 8.6%, or $1.5 million, Alliance increasing 14.5%, or $781 thousand, and the Alabama, Georgia and Mississippi preferred and standard markets increasing 3.5%, or $4.5
million.

Property casualty losses and related expenses increased 7.3%, or $13.8 million, for the first six months of 2007 compared to the same period of
2006 mainly due to a 1.1% increase in the loss ratio and a 0.3% increase in the loss adjustment expense (LAE) ratio. Operating expenses also increased 9.2%, or $7.6 million. For the three months ended June 30, 2007, loss and related
expenses increased slightly at 1.2%, or $1.1 million, and operating expenses increased 6.6%, or $2.7 million. The property casualty subsidiaries return on average equity for the trailing twelve-month period ended June 30, 2007 was
16.1% compared to 17.2% for the calendar year 2006. Return on average equity, a non-GAAP financial measure, is defined as net income divided by the simple average of beginning and ending stockholders equity.

Life insurance operating income increased $234 thousand, or 2.4%, in the first six months of 2007 as a result of an 8.0% increase in revenue and a decrease in the
mortality ratio offset by increases in amortization of deferred acquisition costs and other operating expenses. The mortality ratio was 81% of expected for the six months ended June 30, 2007 compared to 101% for the same period in
2006. The 8.0% revenue increase consisted of premium and policy charge growth of 7.4% and net investment income growth of 8.9%. For the three months ended June 30, 2007, operating income increased $1.9 million, or 40.6%, as a result
of revenue growth of $3.3 million and a decrease in the mortality ratio to 61% of expected for the quarter compared to 106% of expected for the same period in 2006. Offsetting these positive results for the three months ended June 30, 2007
are increases in amortization of deferred acquisition costs and other operating expenses. Mortality, a non-GAAP financial measure, represents the ratio of actual to expected death claims. Therefore, for the six-month and three-month periods
ended June 30, 2007, the Company experienced more favorable financial results when compared to the same periods in 2006 due to the lower mortality ratio. Amortization of deferred acquisition costs increased $2.4 million, or 41.2%, during
the first six months of 2007 and $800 thousand, or 27.1%, for the three months ended June 30, 2007 when compared to the same periods in 2006 mainly due to the effects of a conversion program to the return of premium product after adopting SOP
05-1 on January 1, 2007. Under the new guidance, for internal replacements of insurance products deemed by the Company to be significant and integrated as defined by the statement, the unamortized balance of acquisition costs previously
deferred under the original contract is charged to income. The new acquisition costs associated with the replacement are deferred and amortized to income. During the six-month and three-month periods ended June 30, 2007, $1.7 million
and $483 thousand, respectively, of acquisition costs previously deferred were charged to income.

Noninsurance operating income increased $5.0 million to
an operating profit of $3.2 million for the six months ended June 30, 2007 compared to an operating loss of $1.8 million for the same period of 2006. Agency operations increased operating income by $408 thousand, loan operations increased
operating income by $4.0 million, commercial leasing operations increased operating income by $239 thousand and ABC increased operating income by $327 thousand. For the three months ended June 30, 2007 compared to the same period in 2006,
noninsurance operating income increased $4.2 million to an operating profit of $1.4 million. Agency operations increased operating income by $201 thousand, loan operations increased operating income by $3.5 million, commercial leasing
operations increased operating income by $267 thousand and ABC increased operating income by $276 thousand.



26



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##### Table of Contents

Realized investment gains, net of tax, increased $105 thousand during the first six months in 2007 as a result of
increased gains on sales of equity securities offset by declines in gains on sales of fixed maturities and increased losses on tax credit partnerships. On a pretax basis, writedowns increased slightly from $1.8 million in the first six months of
2006 to $1.9 million during the same period in 2007. For the three months ended June 30, 2007, realized investment gains, net of tax, declined $627 thousand as a result of declines in gains on sales of fixed maturities and equity
securities, increased losses on tax credit partnerships and increased writedowns on equity securities. On a pre-tax basis, writedowns decreased from $1.8 million in the three months ended June 30, 2006 to $508 thousand in the same period
in 2007.

Corporate expenses increased by $1.4 million for the six months ended June 30, 2007 and $211 thousand for the three months ended
June 30, 2007. Current year results were impacted by increased costs on the Companys short-term borrowings and increases in accounting fees.



27



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##### Table of Contents

PROPERTY CASUALTY INSURANCE OPERATIONS

The following table sets forth summarized financial information for the Companys property casualty insurance subsidiaries, AIC, AGI, AVIC and Alliance, for the six-month and three-month periods ended
June 30, 2007 and 2006:



|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|---------------------------------------- |  | ------------------------- | ------- | - | --------------------------- | - | ------- | -------- |  | --- | ---- |  | - | ------- | - |  | -------- | ------- | - |  | --- | --
|                                         |  | Six Months Ended June 30, |         |   | Three Months Ended June 30, |  
|                                         |  | 2007                      |         |   | 2006                        |   |         | % Change |  |     | 2007 |  |   | 2006    |   |  | % Change |        
|                                         |  | (in thousands)            |        
|Earned premiums                          |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Personal lines                           |  | $                         | 302,122 |   |                             | $ | 279,753 |          |  | 8   | %    |  | $ | 151,669 |   |  | $        | 141,539 |   |  | 7   | % 
|Commercial lines                         |  |                           | 12,623  |   |                             |   | 8,609   |          |  | 47  | %    |  |   | 6,321   |   |  |          | 4,320   |   |  | 46  | % 
|Reinsurance ceded                        |  |                           | (3,474  | ) |                             |   | (1,949  | )        |  | 78  | %    |  |   | (1,770  | ) |  |          | (1,097  | ) |  | 61  | % 
|Reinsurance assumed                      |  |                           | 1,756   |   |                             |   | 11,838  |          |  | (85 | )%   |  |   | 1,428   |   |  |          | 6,073   |   |  | (76 | )%
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Total earned premiums                    |  | $                         | 313,027 |   |                             | $ | 298,251 |          |  | 5   | %    |  | $ | 157,648 |   |  | $        | 150,835 |   |  | 5   | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Net underwriting income                  |  | $                         | 20,554  |   |                             | $ | 27,145  |          |  | (24 | )%   |  | $ | 23,218  |   |  | $        | 20,241  |   |  | 15  | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Loss ratio                               |  |                           | 59.3    | % |                             |   | 58.2    | %        |  |     |      |  |   | 52.0    | % |  |          | 54.2    | % |  |     |   
|LAE ratio                                |  |                           | 5.2     | % |                             |   | 4.9     | %        |  |     |      |  |   | 5.3     | % |  |          | 5.0     | % |  |     |   
|Expense ratio                            |  |                           | 28.9    | % |                             |   | 27.8    | %        |  |     |      |  |   | 27.9    | % |  |          | 27.4    | % |  |     |   
|GAAP basis combined ratio                |  |                           | 93.4    | % |                             |   | 90.9    | %        |  |     |      |  |   | 85.2    | % |  |          | 86.6    | % |  |     |   
|Underwriting margin                      |  |                           | 6.6     | % |                             |   | 9.1     | %        |  |     |      |  |   | 14.8    | % |  |          | 13.4    | % |  |     |   
|Net investment income                    |  | $                         | 22,844  |   |                             | $ | 18,547  |          |  | 23  | %    |  | $ | 11,283  |   |  | $        | 8,868   |   |  | 27  | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Other income and fees                    |  | $                         | 8,287   |   |                             | $ | 6,833   |          |  | 21  | %    |  | $ | 3,443   |   |  | $        | 3,420   |   |  | 1   | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Pretax operating income                  |  | $                         | 51,685  |   |                             | $ | 52,525  |          |  | (2  | )%   |  | $ | 37,944  |   |  | $        | 32,529  |   |  | 17  | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Operating income, net of tax             |  | $                         | 38,641  |   |                             | $ | 38,600  |          |  | 0   | %    |  | $ | 28,229  |   |  | $        | 23,738  |   |  | 19  | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Realized investment (losses), net of tax |  | $                         | (2,888  | ) |                             | $ | (1,014  | )        |  | 185 | %    |  | $ | (1,488  | ) |  | $        | (325    | ) |  | 358 | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   
|Net income                               |  | $                         | 35,753  |   |                             | $ | 37,586  |          |  | (5  | )%   |  | $ | 26,741  |   |  | $        | 23,413  |   |  | 14  | % 
|                                         |  |                           |         |   |                             |   |         |          |  |     |      |  |   |         |   |  |          |         |   |  |     |   

Results of operations for this segment were impacted by the following events in 2006 and 2007:



| |  |  | On January 1, 2006, the Company adopted SFAS No. 123(R).
| | - |  | --------------------------------------------------------



| |  |  | On January 1, 2007, the Company completed the plan of conversion and acquisition of Virginia Mutual. Under the plan, Virginia Mutual converted from a
mutual company to a stock company and simultaneously was recapitalized as Alliance, a wholly-owned subsidiary of the Company.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Effective January 1, 2007, the property casualty insurance Pooling Agreement (refer to Note 2  Pooling Agreement in the Notes to Consolidated
Financial Statements in the Companys annual report for 2006 on Form 10-K) was modified as follows:
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alliance, a new subsidiary of the Company, was added as a 2% participant in the pool with AICs and AGIs participation decreasing 1% each. The
Company maintained its overall 65% participation.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The quota share agreement between Fire and Virginia Mutual was terminated and applicable references were removed from the Pooling Agreement.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On January 1, 2007, the Company adopted SOP 05-1.
| | - |  | -------------------------------------------------

Property casualty insurance earned premiums increased $14.8 million, or 5.0%, during the first six months of 2007 with AVIC contributing $5.6 million and AIC and AGI contributing $7.8 million of the increase. Alliance earned premium
also increased in the first six months of 2007 to $11.8 million compared to the Virginia Mutual quota share amount of $10.5 million in the same period of 2006. For the quarter ended June 30, 2007, property casualty earned premiums
increased $6.8 million, or 4.5%, with AVIC contributing $1.5 million and AIC and AGI contributing $4.4 million of the increase. Alliance earned premium increased to $6.2 million for the three months ended June 30, 2007 compared to the
Virginia Mutual quota share amount of $5.3 million for the same period in 2006.



28



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##### Table of Contents

AVIC earned premium is reported in the table above as $28.0 million of personal lines, $66 thousand of reinsurance ceded
and $1.6 million of reinsurance assumed premiums for the first six months of 2007 and $22.7 million of personal lines, $15 thousand of reinsurance ceded and $1.1 million of reinsurance assumed premiums for the same period in 2006. AVIC earned
premium for the three months ended June 30, 2007, is reported as $13.9 million of personal lines, $32 thousand of reinsurance ceded and $761 thousand of reinsurance assumed premiums and, for the same period in 2006, $12.4 million of personal
lines, $13 thousand of reinsurance ceded and $671 million of reinsurance assumed premiums.

Alliance earned premium is reported as $9.2 million of personal
lines, $3.9 million of commercial lines, $1.0 million of reinsurance ceded and $290 thousand of reinsurance assumed returned premiums in the table above for the first six months of 2007. The Virginia Mutual quota share earned premium is
reported as $194 thousand of reinsurance ceded and $10.7 million of reinsurance assumed premiums for the same period in 2006. Alliance earned premium for the three months ended June 30, 2007, is reported as $4.6 million of personal lines,
$2.0 million of commercial lines, $604 thousand of reinsurance ceded and $191 thousand of reinsurance assumed earned premiums and, for the same period in 2006, the Virginia Mutual quota share earned premium is reported as $99 thousand of reinsurance
ceded and $5.4 million of reinsurance assumed premiums.

AIC and AGI contributed $7.8 million of earned premium growth during the first six months of
2007. The growth from AIC and AGI is related to increases in personal lines offset by an increase in reinsurance ceded premium. During the first six months of 2007, AICs and AGIs earned premium for homeowner and manufactured
home increased $5.8 million, or 7.5%, automobile increased $1.1 million, or 0.7%, and farmowner increased $771 thousand, or 5.7%. In addition, there were increases in other personal lines of $231 thousand and a slight increase in commercial
lines of $68 thousand offset by increases in ceded catastrophe premium and working cover premium of $640 thousand. In addition, reinsurance assumed premium increased $434 thousand.

For the quarter ended June 30, 2007, AIC and AGI contributed $4.4 million of the earned premium growth with increases mainly in personal lines offset by increases in reinsurance ceded premium. During the
second quarter, AICs and AGIs earned premium for homeowner and manufactured home increased $2.9 million, or 7.4%, automobile increased $728 thousand, or 0.9%, and farmowner increased $339 thousand, or 5.0%. In addition, there were
increases in other personal lines of $129 thousand and a slight increase in commercial lines of $21 thousand offset by increases in ceded catastrophe premium and working cover premium of $149 thousand. In addition, reinsurance assumed premium
increased $451 thousand.

The overall loss ratio increased 1.1% from 58.2% in the first six months of 2006 to 59.3% in the same period of 2007 with a
decline of 0.2% in catastrophe losses. The loss ratio for AIC and AGI increased from 58.4% as of June 30, 2006 to 58.8% as of June 30, 2007. The loss ratio for the six months ended June 30, 2007 related to AVIC business was 73.8% and
Alliance was 36.5%, which represents 8.3% of the overall loss ratio of 59.3%. For the same period in 2006, the loss ratio for AVIC was 63.6% and Virginia Mutual was 42.2%, which represents 6.6% of the overall loss ratio of 58.2%.

The overall loss ratio decreased 2.2% from 54.2% for the second quarter of 2006 to 52.0% for the same period in 2007 of which 2.6% was related to catastrophe
losses. The loss ratio for AIC and AGI for the second quarter of 2007 decreased from 54.0% for the three months ended June 30, 2006 to 50.2%. The loss ratio for the three months ended June 30, 2007 related to AVIC business was
72.2% and Alliance was 45.3% which represents 8.5% of the overall loss ratio of 52.0%. For the same three-month period in 2006, the loss ratio for AVIC was 63.7% and Virginia Mutual was 36.8%, which represents 6.8% of the overall loss ratio of
54.2%.

The overall loss ratio includes 4.4% of catastrophe losses for the first six months of 2007 and 4.6% for the same period in 2006. The Company
had $13.9 million in gross catastrophe losses during 2007 due to severe weather occurring in the first quarter compared to $13.8 million in similar losses in the first and second quarters of 2006. The effect of claims from these events impacted
underwriting results by $0.11 per share, after taxes, in both six-month periods ended June 30, 2007 and 2006. Catastrophic losses incurred during the second quarter of 2006 totaling $3.9 million impacted underwriting results by $0.03 per
share, after taxes. The Companys allocated share of catastrophe losses is described in Note 2  Pooling Agreement in the Notes to Consolidated Financial Statements under the section Catastrophe Protection Program in the
Companys annual report for 2006 on Form 10-K.



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##### Table of Contents

The 0.3% increase in the LAE ratio for the six-month and three-month periods ended June 30, 2007 is mainly
attributable to AVIC. AVIC impacted the LAE ratio by 1.2% in the first six months of 2007 compared to 0.9% in 2006. Technology costs impacted the LAE ratio by 0.1% in the first six months of both 2007 and 2006. For the three months ended
June 30, 2007 and 2006, the LAE ratio was impacted by AVIC by 1.2% and 1.0%, respectively. Technology costs impacted the LAE ratio by 0.1% in the second quarter of both 2007 and 2006.

For the first six months of 2007, the expense ratio was impacted 3.6% by AVICs expense structure and 1.6% by Alliance, 0.6% by SFAS No. 123(R) and 0.6% due to
technology costs. For the same period in 2006, the expense ratio was impacted 3.1% by AVIC, 1.3% by Virginia Mutual, 0.5% with the adoption of SFAS No. 123(R) and 0.7% due to technology costs. For the quarter ended June 30, 2007,
the expense ratio was impacted 3.4% by AVICs expense structure, 1.6% by Alliance, 0.2% by SFAS No. 123(R) and 0.7% due to technology costs. For the same period in 2006, the expense ratio was impacted 3.3% by AVIC, 1.3% by Virginia
Mutual, 0.3% with the adoption of SFAS No. 123(R) and 0.8% due to technology costs.

The overall higher expense structures of AVIC and Alliance, the
impact of SFAS No. 123(R), technology costs and an increased overall loss ratio produced an underwriting margin of 6.6% in the first six months of 2007, compared with an underwriting margin of 9.1% in 2006. Underwriting margin, a non-GAAP
financial measure, represents the percentage of each premium dollar earned which remains after losses, loss adjustment expenses and other operating expenses.

Net investment income increased $4.3 million, or 23.2%, for the six months ended June 30, 2007, as a result of increases in interest income on fixed maturities, short-term investment income and partnership income. In addition, the
Companys newly capitalized subsidiary, Alliance, contributed $1.0 million of the increase. Similar results are shown for the three months ended June 30, 2007 as net investment income increased $2.4 million, or 27.2% due to increases
in interest income on fixed maturities and partnership income. Alliance contributed $502 thousand of the three-month increase.

Other income and fees
increased $1.5 million, or 21.3%, for the six months ended June 30, 2007 mainly due to a gain recognized in the first quarter of 2007 from the purchase of Alliance. The Company considers the amount to not be material to estimated income
for the current full fiscal year; therefore, the gain was recorded as other income in the first quarter. For the three months ended June 30, 2007, other income and fees remain relatively flat when compared to the same period in 2006.

For the six months ended June 30, 2007, pretax operating income decreased $840 thousand and operating income, net of tax, increased $41 thousand when
compared to the same period in 2006. The effective tax rate decreased from 26.5% in the first six months of 2006 to 25.2% in 2007. The tax rate for both 2007 and 2006 was impacted by increases in investments in affordable housing tax
credits. The tax rate for 2007 was also impacted by increases in tax exempt income. For the quarter ended June 30, 2007, pretax operating income increased $5.4 million and operating income, net of tax, increased $4.5 million with a
decrease in the effective tax rate from 27.0% to 25.6%.

Realized investment losses, net of tax, increased $1.9 million during the first six months of 2007
as a result of increased losses on tax credit partnerships, lower gains on equity securities and increased writedowns on equity securities. On a pretax basis, writedowns increased from $333 thousand in 2006 to $710 thousand in 2007. For the
three months ended June 30, 2007, realized investment losses, net of tax, increased $1.2 million as a result of increased losses on tax credit partnerships and lower gains on equity securities offset by decreases in writedowns of equity
securities. On a pretax basis, writedowns decreased from $299 thousand during the second quarter of 2006 to $64 thousand in the same period of 2007.

Net income decreased $1.8 million, or 4.9%, during the first six months of 2007 compared to the same period in 2006 and for the second quarter of 2007, increased $3.3 million, or 14.2%, when compared to the same period in 2006.



30



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##### Table of Contents

LIFE INSURANCE OPERATIONS

The following table sets forth summarized financial information for the Companys life insurance subsidiary, Life, for the six-month and three-month periods ended June 30, 2007 and 2006:



|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|------------------------------------------------- |  | ------------------------- | ------ | ---- | --------------------------- | -------- |  | --- | ---- |  | - | ------ | - | -------- | - | ------ |  | ---- | --
|                                                  |  | Six Months Ended June 30, |        |      | Three Months Ended June 30, |         
|                                                  |  | 2007                      |        | 2006 |                             | % Change |  |     | 2007 |  |   | 2006   |   | % Change |  
|                                                  |  | (in thousands)            |       
|Premiums and policy charges                       |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Universal life policy charges                     |  | $                         | 11,147 |      | $                           | 10,795   |  | 3   | %    |  | $ | 5,574  |   |          | $ | 5,403  |  | 3    | % 
|Universal life policy charges - COLI              |  |                           | 2,522  |      |                             | 2,478    |  | 2   | %    |  |   | 849    |   |          |   | 779    |  | 9    | % 
|Interest sensitive life policy charges            |  |                           | 5,684  |      |                             | 5,484    |  | 4   | %    |  |   | 2,859  |   |          |   | 2,742  |  | 4    | % 
|Annuity policy charges                            |  |                           | 2      |      |                             |         |  | 100 | %    |  |   | 1      |   |          |   |       |  | 100  | % 
|Traditional life insurance premiums               |  |                           | 24,799 |      |                             | 22,349   |  | 11  | %    |  |   | 12,632 |   |          |   | 11,094 |  | 14   | % 
|Group life insurance premiums                     |  |                           | 528    |      |                             | 491      |  | 8   | %    |  |   | (7     | ) |          |   |       |  | (100 | )%
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Total premiums and policy charges                 |  | $                         | 44,682 |      | $                           | 41,597   |  | 7   | %    |  | $ | 21,908 |   |          | $ | 20,018 |  | 9    | % 
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Net investment income                             |  | $                         | 29,735 |      | $                           | 27,306   |  | 9   | %    |  | $ | 15,097 |   |          | $ | 13,716 |  | 10   | % 
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Benefits and expenses                             |  | $                         | 51,632 |      | $                           | 49,112   |  | 5   | %    |  | $ | 23,481 |   |          | $ | 24,001 |  | (2   | )%
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Amortization of deferred policy acquisition costs |  | $                         | 8,325  |      | $                           | 5,894    |  | 41  | %    |  | $ | 3,750  |   |          | $ | 2,950  |  | 27   | % 
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Pretax operating income                           |  | $                         | 14,460 |      | $                           | 13,897   |  | 4   | %    |  | $ | 9,774  |   |          | $ | 6,783  |  | 44   | % 
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Operating income, net of tax                      |  | $                         | 9,823  |      | $                           | 9,589    |  | 2   | %    |  | $ | 6,619  |   |          | $ | 4,709  |  | 41   | % 
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Realized investment gains, net of tax             |  | $                         | 4,189  |      | $                           | 2,204    |  | 90  | %    |  | $ | 1,974  |   |          | $ | 1,433  |  | 38   | % 
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   
|Net income                                        |  | $                         | 14,012 |      | $                           | 11,793   |  | 19  | %    |  | $ | 8,593  |   |          | $ | 6,142  |  | 40   | % 
|                                                  |  |                           |        |      |                             |          |  |     |      |  |   |        |   |          |   |        |  |      |   

Results of operations for this segment were impacted by the following events in 2006 and 2007:



| |  |  | On January 1, 2006, the Company adopted SFAS No. 123(R).
| | - |  | --------------------------------------------------------



| |  |  | Effective January 1, 2006, a new life policy administration system was implemented with three new product offerings:
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | return of premium level term life
| | - |  | ---------------------------------



| |  |  | single premium non-qualified annuity
| | - |  | ------------------------------------



| |  |  | flexible premium non-qualified annuity
| | - |  | --------------------------------------



| |  |  | On January 1, 2007, the Company adopted SOP 05-1.
| | - |  | -------------------------------------------------

Lifes premiums and policy charges increased $3.1 million, or 7.4%, for the first six months of 2007 and $1.9 million, or 9.4%, for the three months ended June 30, 2007.

Life insurance premiums increased $2.5 million, or 10.9%, for the first six months of 2007 and $1.5 million, or 13.8%, for the three months ended June 30,
2007. This growth is attributable to increases in term life premiums of $2.5 million and $1.5 million for the six-month and three-month periods ended June 30, 2007, respectively, and an increase of 6.8% in term life policies inforce year
to date. During January 2006, Life began offering a return of premium level term product which contributed the majority of the increase in life insurance premiums during the first six months of 2007.

Life insurance policy charges increased $598 thousand, or 3.2%, for the first six months of 2007 and $359 thousand, or 4.0%, for the three months ended June 30,
2007 primarily due to an increase in universal life policy charges resulting from increases in fund balances that the charges are assessed against along with a slight increase of 0.4% in the number of universal life policies inforce. In
addition, interest sensitive policy charges increased with a 1.7% increase in the number of interest sensitive life policies inforce.

On a statutory
accounting basis, issued annualized new business premium decreased by 8.6% to $9.3 million with a total volume of $1.9 billion of insurance being issued in the six months ended June 30, 2007. The new product offerings in 2006 contributed as
follows in 2007: return of premium level term  3,614 policies issued; $2.6 million of issued annualized new business premium and volume of $646 million of insurance issued; annuities  14 policies issued and $224 thousand of issued
annualized new business premium.



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##### Table of Contents

Total life insurance inforce as of June 30, 2007 increased $1.4 billion, with term insurance increasing $1.3
billion, or 11.0%, compared to the same period in 2006. Annualized premiums for inforce business increased 4.5%, or $6.0 million, with term insurance increasing 13.4%, or $4.9 million. Policies inforce increased 1.9% for the six months
ended June 30, 2007 compared to the same period in 2006. The persistency ratio for life business was 90.5% at June 30, 2007, compared to 91.2% at June 30, 2006.

The mortality ratio decreased to 81% of expected in the first six months of 2007 from 101% of expected in the same period of 2006 and resulted in a slight increase of $759 thousand, or 1.9%, in benefits and claims
expense. For the quarter ended June 30, 2007, the mortality ratio decreased to 61% of expected from 106% of expected for the same period in 2006 resulting in a $1.9 million, or 9.1%, decrease in benefits and claims expense. Operating
expenses increased $1.7 million for the six months ended June 30, 2007 with SFAS No. 123(R) expense increasing $62 thousand, legal and consulting expenses increasing $192 thousand and increases in expenses related to the new policy
administration system of $577 thousand. For the quarter ended June 30, 2007 operating expenses increased $1.3 million with increases in expenses related to the new policy administration system of $301 thousand and legal and consulting
expenses increasing $191 thousand. SFAS No. 123(R) expense decreased $14 thousand during the quarter. Also affecting the six-month and three-month periods in 2007 is a net impairment charge of $691 thousand for an abandonment of
software being developed for the Lifes new policy administration system. Amortization of deferred policy acquisition costs increased $2.4 million, or 41.2%, in the first six months of 2007 compared to the same period in 2006 as a result
of growth in deferred costs related to consistent new business production increases in prior periods and the current period effects of the return of premium conversion program after the adoption of SOP 05-1 as previously discussed in the Overview
section of the Managements Discussion and Analysis of Financial Condition and Results of Operations. Similar results are exhibited for the quarter ended June 30, 2007 with amortization of deferred policy acquisition costs increasing
$800 thousand, or 27.1%, when compared to the same period in 2006.

Invested assets, including investments in affiliates, increased 2.7% since
December 31, 2006, while net investment income increased $2.4 million, or 8.9%. For the quarter ended June 30, 2007, Lifes net investment income increased $1.4 million, or 10.1%. Interest income on fixed maturities
increased 6.2% during the first six months of 2007 and 5.5% for the second quarter of 2007. Interest on short-term investments also increased during the same periods. Realized investment gains, net of tax, increased $2.0 million, or 90.1%,
for the first six months of 2007 as a result of increased net gains on equity securities offset by lower net gains on fixed maturities. On a pretax basis, writedowns decreased from $1.5 million in the first six months of 2006 to $1.1 million in
2007. For the three months ended June 30, 2007, realized investment gains, net of tax, increased $541 thousand as a result of decreased writedowns on equity securities offset by higher losses on tax credit partnerships and lower gains on
fixed maturities. On a pretax basis, writedowns decreased from $1.5 million in the three months ended June 30, 2006 to $444 thousand in the same period of 2007.

Lifes operating income, net of tax, increased 2.4%, or $234 thousand, during the first six months of 2007 and $1.9 million, or 40.6%, for the quarter ended June 30, 2007 when compared to the same periods in
2006. Net income increased 18.8%, or $2.2 million, and $2.5 million, or 39.9%, for the six-month and three-month periods ended June 30, 2007, respectively.

NONINSURANCE OPERATIONS

The following discussion relates to the Companys noninsurance subsidiaries, Financial,
Vision, AAM, AAG and ABC.

Results of operations for this segment were impacted by the following events in 2006:



| |  |  | On January 1, 2006, the Company adopted SFAS No. 123(R).
| | - |  | --------------------------------------------------------



| |  |  | During the second quarter of 2006, management discovered fraudulent activity occurring within Financial. The misconduct was determined to be limited to the
acts of a single person. As a result, the Company provided for a charge of $5.5 million on a pretax basis and $3.6 million on an after tax basis or a $0.04 impact on earnings per share in the second quarter to write-off these fraudulently
originated loans. Subsequent recoveries of $2.0 million, on a pretax basis, were recorded in the third quarter of 2006 and $815 thousand, on a pretax basis, were received during the first quarter of 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Noninsurance operating income increased $5.0 million to an operating profit of $3.2 million for the six months ended
June 30, 2007 compared to an operating loss of $1.8 million for the same period in 2006. For the three months ended June 30, 2007, noninsurance operating income increased $4.2 million to an operating profit of $1.4 million compared to
an operating loss of $2.8 million for the same period of 2006. Included in operating expenses for this segment are $104 thousand and $55 thousand of SFAS No. 123(R) expense for the six months ended June 30, 2007 and 2006,
respectively, and $35 thousand and $26 thousand for the three months ended June 30, 2007 and 2006, respectively.

Agency operations for the first six
months of 2007 produced an increase in net income of $408 thousand, with all of the increase attributable to Vision operations. For the six-month period ended June 30, 2007, Vision generated net income of $1.5 million compared to $1.1
million in 2006. During the first six months of 2007 and 2006, AAM and AAG produced operating income of $40 thousand and $41 thousand, respectively. For the three months ended June 30, 2007, agency operations increased net income by
$201 thousand of which Vision contributed $199 thousand.

Loan operations in Financial produced net income of $1.9 million for the first six months of 2007
compared to a loss of $2.1 million for the same period in 2006. The $4.0 million increase is attributable to gross loan loss recoveries of $815 thousand received during the first quarter of 2007 and the $5.5 million loan write-off occurring in
the second quarter of 2006 as a result of fraudulent activity by one agent. Loan operations declined over the past twelve months with a 3.9% decrease in the loan portfolio. The loan portfolio yield increased to 8.06% from 7.66% with an
average delinquency ratio of 2.03%. Interest rate increases during the year reduced margins slightly. Equity in net earnings (after internal capital charge) of MidCountry Financial Corporation (MidCountry) decreased 45.1% for the first six months of
2007 while the carrying value increased 56.1% with an additional investment of $26.6 million during May 2007 for Financial to maintain its approximate original ownership in the entity. For the quarter ended June 30, 2007, Financial
produced net income of $507 thousand compared to a net loss of $3.0 million for the same period in 2006.

Commercial lease operations in Financial produced
a net loss of $822 thousand for the six months ended June 30, 2007 compared to a net loss for the same period in 2006 of $1.1 million. Net losses are a result of servicing fee expenses, legal expenses and interest costs. For the three
months ended June 30, 2007, the commercial lease operations produced a net loss of $326 thousand, a $267 thousand improvement over the same three-month period in 2006.

ABC had operating income of $520 thousand in the first six months of 2007 compared to operating income of $193 thousand for the same period in 2006. The increase of $327 thousand is a result of decreased benefit
expenses. For the three months ended June 30, 2007, ABC had operating income of $490 thousand compared to $214 thousand for the same period in 2006.

CORPORATE OPERATIONS

The following discussion relates to the Companys corporate operations and intercompany profit eliminations
between the Company and its subsidiaries.

Corporate expenses, including the impact of eliminations, increased $1.4 million during the first six months of
2007 and $211 thousand during the three months ended June 30, 2007 due primarily to increases in borrowing costs and accounting fees. Unfavorable increases in short-term interest rates led the Companys interest expense to rise by
$701 thousand for the six months ended June 30, 2007 and $262 thousand for the three months ended June 30, 2007. The weighted average rate increased eleven basis points from 5.19% at June 30, 2006 to 5.30% at June 30,
2007. Included in the operating results for this segment is $47 thousand of SFAS No. 123(R) expense for the six months ended June 30, 2007 and $19 thousand for the three months ended June 30, 2007 compared to $66 thousand and $25
thousand for the same periods in 2006, respectively.

INVESTMENTS

The Company has historically produced positive cash flow from operations which has resulted in increasing amounts of funds available for investment and, consequently, higher investment income. Investment income is
also affected by investment yields. Information about cash flows, total invested assets, including investments in affiliates, and yields are presented below for the six months ended June 30, 2007 and 2006:



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##### Table of Contents

|                                                           |  |                           |   |  |       |   
|---------------------------------------------------------- |  | ------------------------- | - |  | ----- | --
|                                                           |  | Six Months Ended June 30, |  
|                                                           |  | 2007                      |   |  | 2006  |   
|Increase in cash flow from operations                      |  | 6.3                       | % |  | 60.9  | % 
|Increase in invested assets since January 1, 2007 and 2006 |  | 3.7                       | % |  | 2.1   | % 
|Investment yield rate                                      |  | 5.8                       | % |  | 5.5   | % 
|Increase (decrease) in net investment income               |  | 31.6                      | % |  | (11.1 | )%

As a result of the overall positive cash flows from operations, total invested assets grew 3.7% since
December 31, 2006. The increase in cash flow from operations in the first six months of 2007 was primarily due to the effects of the termination of the quota share agreement between Virginia Mutual and Fire along with Alliance becoming a
participant in the intercompany property casualty insurance pooling agreement. The premium collection from the COLI plan in the life insurance subsidiary provided positive cash flow in the first quarter of both periods. During the first six months
of 2007, the Company increased its investment in fixed maturity securities by $114.7 million with Alliance contributing $26.7 million of the increase. In addition, investments in equity securities increased $22.4 million and Financial invested an
additional $26.6 million in its equity-method investment in MidCountry. Short-term investments declined $49.6 million.

The Companys 31.6% increase
in net investment income for the first six months of 2007 compares favorably to a decline of 11.1% in net investment income for the first six months of 2006. The decline in the first six months of 2006 was the result of the write off of $5.5 million
of loans in Financial. The increase in net investment income for 2007, excluding the write off in 2006, is $7.4 million, or 16.0%. Alliance contributed $1.0 million of the increase in net investment income. Earnings increased on fixed maturities,
short-term investments and partnerships coupled with recoveries on loans in Financials portfolio previously written off. These items were partially offset by increased borrowing costs related to additional debt of $5.0 million since
December 31, 2006 and a slight increase in interest rates compared to June 30, 2006.

The overall investment yield rate, calculated using
amortized cost, increased slightly in the first six months of 2007 to 5.8%. The Company had net realized investment gains, before income taxes, of $1.9 million in the first six months of 2007 compared to net realized investment gains of $1.8 million
during the same period in 2006. These gains are primarily from sales of equity securities offset by writedowns of fixed maturities and equity securities and realized losses on tax credit partnerships. Realized gains on sales of equity securities are
the result of market conditions and therefore can fluctuate from period to period.



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##### Table of Contents

Investments (Other than Investments in Affiliates)

The composition of the Companys investment portfolio is as follows at June 30, 2007 and December 31, 2006:



|                                                 |  |               |   |  |                   |  
|------------------------------------------------ |  | ------------- | - |  | ----------------- | -
|                                                 |  | June 30, 2007 |   |  | December 31, 2006 |  
|Fixed maturities                                 |  |               |   |  |                   |  
|Taxable                                          |  |               |   |  |                   |  
|Mortgage-backed securities                       |  | 27.7          | % |  | 27.3              | %
|Asset-backed securities                          |  | 3.6           |   |  | 4.1               |  
|U.S. Treasury securities                         |  | 0.5           |   |  | 0.5               |  
|U.S. government and corporate agencies           |  | 13.5          |   |  | 11.0              |  
|Obligations of states and political subdivisions |  | 3.5           |   |  | 3.6               |  
|Corporate bonds                                  |  | 8.7           |   |  | 9.4               |  
|                                                 |  |               |   |  |                   |  
|Total taxable                                    |  | 57.5          |   |  | 55.9              |  
|Tax exempts                                      |  | 16.6          |   |  | 16.2              |  
|                                                 |  |               |   |  |                   |  
|Total fixed maturities                           |  | 74.1          |   |  | 72.1              |  
|Equity securities                                |  | 6.6           |   |  | 5.6               |  
|Policy loans                                     |  | 3.2           |   |  | 3.2               |  
|Collateral loans                                 |  | 6.0           |   |  | 6.4               |  
|Other long-term investments                      |  | 4.4           |   |  | 4.3               |  
|Short-term investments                           |  | 5.7           |   |  | 8.4               |  
|                                                 |  |               |   |  |                   |  
|Total                                            |  | 100.0         | % |  | 100.0             | %
|                                                 |  |               |   |  |                   |  

The majority of the Companys investment portfolio consists of fixed maturities that are diverse as to both
industry and geographic concentration. In the first six months of 2007, the overall mix of investments shifted due to additional investments in fixed maturities and the purchase of Alliance.

The rating of the Companys portfolio of fixed maturities using the Standard & Poors rating categories is as follows at June 30, 2007 and
December 31, 2006:



|                                       |  |               |   |  |                   |  
|-------------------------------------- |  | ------------- | - |  | ----------------- | -
|                                       |  | June 30, 2007 |   |  | December 31, 2006 |  
|AAA to A-                              |  | 94.7          | % |  | 93.7              | %
|BBB+ to BBB-                           |  | 4.8           |   |  | 5.7               |  
|BB+ and below (below investment grade) |  | 0.3           |   |  | 0.4               |  
|Not rated                              |  | 0.2           |   |  | 0.2               |  
|                                       |  |               |   |  |                   |  
|                                       |  | 100.0         | % |  | 100.0             | %
|                                       |  |               |   |  |                   |  

At June 30, 2007, all securities in the fixed maturity portfolio, with the exception of a single investment
of $3.0 million, were rated by an outside rating service. The Company considers bonds with a quality rating of BB+ and below to be below investment grade or high yield bonds (also called junk bonds).

At June 30, 2007, 37.5% of fixed maturities were mortgage-backed securities. Such securities are comprised of Collateral Mortgage Obligations (CMOs) and pass
through securities. Based on reviews of the Companys portfolio of mortgage-backed securities, the impact of prepayment risk on the Companys financial position and results from operations is not believed to be significant. For further
information on market risks, reference is made to Managements Discussion and Analysis of Results of Operations in the Companys annual report on Form 10-K for the year ended December 31, 2006.

At June 30, 2007, the Companys total portfolio of fixed maturities had gross unrealized gains of $19.4 million and gross unrealized losses of $36.5 million.
All securities with the exception of the investment noted above are priced by nationally recognized pricing services or by broker/dealers securities firms. During the first six months of 2007, the Company sold $12.1 million in fixed maturities
available for sale. These sales resulted in gross realized gains of $13 thousand and gross realized losses of $64 thousand. During the same period in 2006, the Company sold $76.9 million in fixed maturities available for sale. These sales resulted
in gross realized gains of $1.1 million and gross realized losses of $582 thousand.

The Company monitors its level of investments in high yield fixed
maturities and its level of equity investments in companies that issue high yield debt securities. Management believes the level of such investments is not significant to the Companys financial condition. At June 30, 2007, the Company had
unrealized gains in such investments of $1.7 million compared to unrealized gains of $1.2 million at December 31, 2006. The Company recognized a net gain of $420 thousand on the disposal of high yield debt securities in the first six months of
2006. No such disposals occurred during the first six months of 2007.



35



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##### Table of Contents

It is the Companys policy to write down securities for which declines in value have been deemed to be other than
temporary. The amount written down represents the difference between the cost or amortized cost and the fair value at the time of determining the security was impaired. Quarterly reviews are conducted by the Company to ascertain which securities, if
any, have become impaired in value. During the quarterly review, the Company evaluates its exposure to the subprime lending market and determined that no securities were impaired during the most recent review. Investments in securities entail
general market risk as well as company specific risk. During the first six months of 2007, the Company wrote down two bond issues totaling $3 thousand and seven equity securities totaling $1.9 million for which declines in value were deemed to be
other than temporary. During the first six months of 2006, the Company wrote down six equity securities totaling $1.8 million for which the decline in value was deemed to be other than temporary. There were no non-performing bonds included in the
portfolio at either June 30, 2007 or December 31, 2006.

The Companys investment in collateral loans and commercial leases consists
primarily of consumer loans and commercial leases originated by the finance subsidiary. The majority of the commercial lease portfolio was sold in the fourth quarter of 2005. Automobiles, equipment and other property collateralize the Companys
loans and leases. At June 30, 2007, the delinquency ratio on the loan portfolio was 2.03% or $2.4 million. Loans charged off in the first six months of 2007 totaled $282 thousand. Offsetting these charge-offs in the first six months of 2007
were $815 thousand of recoveries on loans previously written off. At June 30, 2007, the Company maintained an allowance for loan losses of $1.5 million or 1.2% of the outstanding loan balance. In addition, at June 30, 2007, the Company
maintained an allowance for lease losses of $1.2 million or 85.7% of the outstanding lease balance. No leases were charged off during the first six months of 2007. During the first six months of 2006, leases charged off totaled $328 thousand. Other
significant long-term investments include assets leased under operating leases.

The Company periodically invests in affordable housing tax credit
partnerships. At June 30, 2007, the Company had legal and binding commitments to fund partnerships of this type in the amount of $43.0 million. The Companys carrying value of such investments was $69.6 million and $64.2 million at
June 30, 2007 and December 31, 2006, respectively.

Other Long-Term Investments in Affiliates

The composition of the Companys other long-term investments in affiliates is as follows at June 30, 2007 and December 31, 2006:



|                            |  |               |   |  |                   |  
|--------------------------- |  | ------------- | - |  | ----------------- | -
|                            |  | June 30, 2007 |   |  | December 31, 2006 |  
|Equity method investments 1 |  | 79.9          | % |  | 67.2              | %
|Notes receivable            |  | 20.1          |   |  | 32.8              |  
|                            |  |               |   |  |                   |  
|Total                       |  | 100.0         | % |  | 100.0             | %
|                            |  |               |   |  |                   |  

---

|1 | Includes partnerships, joint ventures and unconsolidated investee companies.
|- | ----------------------------------------------------------------------------

During the third quarter of 2002, the Companys finance subsidiary invested $13.5 million in MidCountry, a financial
services holding company. Financial made additional investments of $36.1 million during the fourth quarter of 2004 and $26.6 million during the second quarter of 2007 to maintain its approximate original ownership in the entity. Financial accounts
for earnings from MidCountry using the equity method of accounting. Pretax operating income, net of the cost of capital, was $441 thousand in the first six months of 2007 and $803 thousand in the same period of 2006. Other equity-method investments
include partnership interests held by the Companys insurance subsidiaries. For more information on these investments, refer to Note 4  Investmentsin the Notes to Consolidated Financial Statements under the section Other Long-term
Investments in the Companys annual report for 2006 on Form 10-K.

Also included within other long-term investments in affiliates are notes receivable
from several affiliated entities including a note receivable from OFC Servicing Corporation, a wholly-owned subsidiary of MidCountry, resulting from the sale of OFC Capital in 2005. The balances at June 30, 2007 and December 31, 2006 were
$20.2 million and $33.0 million, respectively.



36



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##### Table of Contents

INCOME TAXES

The
effective tax rate in the first six months of 2007 was 27.1% compared to 23.8% for the full year 2006 and 27.1% for the first six months of 2006. The increase from the 2006 full year effective rate is due to the release of a reserve for uncertain
tax positions at the end of 2006. Based on the Companys analysis under SFAS No. 109, Accounting for Income Taxes, at June 30, 2007, the Company currently anticipates the effective tax rate recorded in the financial statements
for the six-month period ended June 30, 2007 to remain at 27.1% for all of 2007.

IMPACT OF INFLATION

Inflation increases consumers needs for both life and property casualty insurance coverage. Inflation increases claim costs incurred by property casualty insurers
as property repairs, replacements and medical expenses increase. Such cost increases reduce profit margins to the extent that rate increases are not maintained on an adequate and timely basis. Since inflation has remained relatively low in recent
years, financial results have not been significantly impacted by inflation.

LIQUIDITY AND CAPITAL RESOURCES

The Company receives funds from its subsidiaries consisting of dividends, payments for funding federal income taxes, and reimbursement of expenses incurred at the
corporate level for the subsidiaries. These funds are used for paying dividends to stockholders, corporate interest and expenses, federal income taxes, and for funding additional investments in its subsidiaries operations.

The Companys subsidiaries require cash in order to fund policy acquisition costs, claims, other policy benefits, interest expense, general operating expenses, and
dividends to the Company. The major sources of the subsidiaries liquidity are operations and cash provided by maturing or liquidated investments. A significant portion of the Companys investment portfolio consists of readily marketable
securities that can be sold for cash. Based on a review of the Companys matching of asset and liability maturities and on the interest sensitivity of the majority of policies inforce, management believes the ultimate exposure to loss from
interest rate fluctuations is not significant.

Primary Source of Liquidity

Net cash provided by operating activities was $73.9 million and $69.5 million in the first six months of 2007 and 2006, respectively. Such net positive cash flows provide the foundation of the Companys
assets/liability management program and are the primary drivers of the Companys liquidity. As previously discussed, the Company also maintains a diversified portfolio of fixed maturity and equity securities that provide a secondary source of
liquidity should net cash flows from operating activities prove inadequate to fund current operating needs. Management believes that such an eventuality is unlikely given the Companys product mix (primarily short-duration personal lines
property casualty products), its ability to adjust premium rates (subject to regulatory oversight) to reflect emerging loss and expense trends and its catastrophe reinsurance program, amongst other factors.

Contractual Obligations and Commitments

In evaluating current and
potential financial performance of any corporation, investors often wish to view the contractual obligations and commitments of the entity. The Company has contractual obligations in the form of debt, benefit obligations to policyholders and leases.
Leases have primarily been originated by its insurance subsidiaries and Vision.



37



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##### Table of Contents

The Companys contractual obligations at June 30, 2007 are summarized below:



|                                                                |  |                        |               |                  |   |             |  |           |             |               |   |             |  |   |              
|--------------------------------------------------------------- |  | ---------------------- | ------------- | ---------------- | - | ----------- |  | --------- | ----------- | ------------- | - | ----------- |  | - | -------------
|                                                                |  | Payments Due by Period
|                                                                |  | Total                  |               | Less than 1 year |   | 1-3 years   |  | 4-5 years |             | After 5 years
|Operating leases                                                |  | $                      | 6,496,763     |                  | $ | 1,761,663   |  | $         | 2,414,083   |               | $ | 924,839     |  | $ | 1,396,178    
|Partnership funding obligations                                 |  |                        | 42,951,365    |                  |   | 8,215,885   |  |           | 11,359,242  |               |   | 16,273,332  |  |   | 7,102,906    
|Commercial paper                                                |  |                        | 213,030,000   |                  |   | 213,030,000 |  |           |            |               |   |            |  |   |             
|Notes payable to affiliates                                     |  |                        | 26,847,576    |                  |   | 26,847,576  |  |           |            |               |   |            |  |   |             
|Long-term debt (1)                                              |  |                        | 70,000,000    |                  |   |            |  |           |            |               |   |            |  |   | 70,000,000   
|Interest on long-term debt (1)                                  |  |                        | 37,669,744    |                  |   | 3,804,395   |  |           | 7,588,000   |               |   | 7,598,395   |  |   | 18,678,954   
|Property casualty loss and loss adjustment expense reserves (2) |  |                        | 199,246,228   |                  |   | 151,427,133 |  |           | 43,834,170  |               |   | 3,984,925   |  |   |             
|Future life insurance obligations (3)                           |  |                        | 2,182,500,074 |                  |   | 75,282,074  |  |           | 217,197,000 |               |   | 153,372,000 |  |   | 1,736,649,000
|                                                                |  |                        |               |                  |   |             |  |           |             |               |   |             |  |   |              
|Total contractual obligations                                   |  | $                      | 2,778,741,750 |                  | $ | 480,368,726 |  | $         | 282,392,495 |               | $ | 182,153,491 |  | $ | 1,833,827,038
|                                                                |  |                        |               |                  |   |             |  |           |             |               |   |             |  |   |              



|(1) | Long-term debt is assumed to be settled at its contractual maturity. Interest on long-term debt is calculated using interest rates in effect at June 30, 2007 for
variable rate debt and is shown in the table through the maturity of the underlying debt. Interest on long-term debt is accrued and settled monthly, thus the timing and amount of such payments may vary from the calculated value. For
additional information refer to Note 10 - Debt, in the Notes to Consolidated Financial Statements of Form 10-K for the year ended December 31, 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The anticipated payout of property casualty loss and loss adjustment expense reserves are based upon historical payout patterns. Both the timing and amount of these payments
may vary from the payment indicated. At June 30, 2007, total property casualty reserves in the above table of $199,246,228 are gross of salvage and subrogation recoverables of $12,278,585.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Future life insurance obligations consist primarily of estimated future contingent benefit payments on policies inforce at December 31, 2006. These estimated payments
are computed using assumptions for future mortality, morbidity and persistency. In contrast to this table, the majority of Lifes obligations are recorded on the balance sheet at the current account values and do not incorporate an
expectation of future market growth, interest crediting or future deposits. Therefore, the estimated future life insurance obligations presented in this table significantly exceed the liabilities recorded in the Companys consolidated
balance sheet. Due to the significance of the assumptions used, the actual amount and timing of such payments may differ significantly from the estimated amounts. Management believes that current assets, future premiums and investment
income will be sufficient to fund all future life insurance obligations.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

The Company maintains a variety of funding agreements in the form of lines of credit with affiliated entities. The chart below depicts, at June 30, 2007, the cash
outlay by the Company representing the potential amounts the Company would have to supply to other affiliated entities if they made full use of their existing lines of credit during the upcoming twelve months with the Companys finance
subsidiary. Other commercial commitments of the Company shown below include partnership commitments, potential performance payouts related to Vision, funding of a policy administration system project of the life subsidiary and recourse on commercial
leases sold.



|                             |  |                                            |            |                  |   |            |  |           |            |               |   |           |  |   |          
|---------------------------- |  | ------------------------------------------ | ---------- | ---------------- | - | ---------- |  | --------- | ---------- | ------------- | - | --------- |  | - | ---------
|                             |  | Amount of Commitment Expiration Per Period
|                             |  | Total AmountsCommitted                     |            | Less than 1 year |   | 1-3 years  |  | 4-5 years |            | After 5 years
|Lines of credit              |  | $                                          | 42,505,035 |                  | $ | 23,250,000 |  | $         | 19,255,035 |               | $ |          |  | $ |         
|Standby letters of credit    |  |                                            | 37,000     |                  |   | 37,000     |  |           |           |               |   |          |  |   |         
|Guarantees                   |  |                                            | 1,593,232  |                  |   | 200,000    |  |           |           |               |   |          |  |   | 1,393,232
|Other commercial commitments |  |                                            | 22,057,761 |                  |   | 12,064,456 |  |           | 7,242,371  |               |   | 2,750,934 |  |   |         
|                             |  |                                            |            |                  |   |            |  |           |            |               |   |           |  |   |          
|Total commercial commitments |  | $                                          | 66,193,028 |                  | $ | 35,551,456 |  | $         | 26,497,406 |               | $ | 2,750,934 |  | $ | 1,393,232
|                             |  |                                            |            |                  |   |            |  |           |            |               |   |           |  |   |          

Certain commercial commitments in the table above include items that may, in the future, require recognition
within the financial statements of the Company. Events leading to the call of a guarantee, the failure of the policy administration system being developed for use by the life insurance operations to perform properly and achievement of specific
metrics by Vision are examples of situations that would impact the financial position and results of the Company.



38



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##### Table of Contents

Credit Risk

Assessment of credit risk is a critical factor in the Companys consumer loan and commercial leasing subsidiary. All credit decisions are made by personnel trained to limit loss exposure from unfavorable risks. In attempting to manage
risk, the Company regularly reviews delinquent accounts and adjusts reserves for potential loan losses and potential lease losses. To the extent these reserves are inadequate at the time an account is written off, income would be negatively
impacted. In addition, the Company monitors interest rates relative to the portfolio duration. Rising interest rates on commercial paper issued, the primary source of funding portfolio growth, could reduce the interest rate spread if the Company
failed to adequately adjust interest rates charged to customers.

Debt

Total borrowings increased $5.0 million in the first six months of 2007 to $309.5 million. The majority of the short-term debt is commercial paper issued by the Company. At June 30, 2007, the Company had $212.6
million in commercial paper at rates ranging from 5.30% to 5.35% with maturities ranging from July 3, 2007 to July 25, 2007. The Company intends to continue to use the commercial paper program as a major source to fund the consumer loan
portfolio and other corporate short-term needs. Backup lines of credit are in place up to $300 million. The backup lines agreements contain usual and customary covenants requiring the Company to meet certain operating levels. The Company has
maintained full compliance with all such covenants. The Company has A-1 and P-1 commercial paper ratings from Standard & Poors and Moodys Investors Service, respectively. The commercial paper is guaranteed by two affiliates,
Mutual and Fire. In addition, the Company had $26.8 million in short-term debt outstanding to affiliates at June 30, 2007 with interest payable monthly at rates established using the existing commercial paper rate and renewable for multiples of
30-day periods at the commercial paper rate then applicable.

Included in total borrowings is a variable rate note issued by the Company during the second
quarter of 2002 in the amount of $70 million. This note is payable in its entirety on June 1, 2017 with interest payments due monthly. The Company is using the proceeds of this note to partially fund the consumer loan and commercial lease
portfolios of its finance subsidiary.

Company Stock

On October 25, 1993, the Company established a Stock Incentive Plan (the 1993 Plan). The 1993 Plan was subsequently amended on April 26, 2001. On April 28, 2005, the Companys stockholders approved the 2005 Amended and
Restated Stock Incentive Plan (the 2005 Plan). This Plan amends and restates the 1993 Plan. The 2005 Plan permits the grant of a variety of equity-based incentives based upon the Companys common stock. These include stock options, which may be
either incentive stock options as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended or nonqualified options. The 2005 Plan also permits awards of Stock Appreciation Rights, Restricted
Shares, Restricted Share Units and Performance Shares. A maximum of 3,800,000 shares of stock may be issued under the 2005 Plan. During the first six months of 2007, the Company granted 73,150 awards of restricted stock to certain officers and
issued 468,000 nonqualified options under the 2005 Plan. At June 30, 2007, 2,651,599 shares were available for grant.

In October 1989, the
Companys Board of Directors approved a stock repurchase program authorizing the repurchase of up to 4,000,000 shares of its outstanding common stock in the open market or in negotiated transactions in such quantities and at such times and
prices as management may decide. The Board increased the number of shares authorized for repurchase by 4,000,000 in both March 1999 and September 2001, bringing the total number of shares authorized for repurchase to 12,000,000. No repurchases were
made during the first two quarters of 2007 (refer to Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds of this Form 10-Q). At June 30, 2007, the total repurchased was 8,364,123 shares at a cost of $66,896,253.
The Company has reissued 3,219,639 treasury shares as a result of option exercises, reissued 12,271 treasury shares as a result of restricted stock award releases and sold 1,607,767 shares through funding its dividend reinvestment plan. In January
2005, the Company issued 325,035 non-registered shares to fund a portion of the acquisition of Vision.

The Company does not contemplate any additional
share repurchases while the offer made by the Mutual Group is outstanding. Refer to Note 11  Subsequent Event in the Notes to Consolidated Condensed Financial Statements of this Form 10-Q for additional information.

Share information presented in this section has been adjusted to reflect the impact of the two-for-one stock split effected in the form of a 100% stock dividend that was
paid on June 17, 2002.



39



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##### Table of Contents

Reserves for Policyholder Benefits

Due to the sensitivity of the products offered by the life subsidiary to interest rate fluctuations, the Company must assess the risk of surrenders exceeding expectations factored into its pricing program. Internal
actuaries are used to determine the need for modifying the Companys policies on surrender charges and assessing the Companys competitiveness with regard to rates offered. Cash surrenders paid to policyholders on a statutory basis totaled
$11.0 million and $10.6 million in the first six months of 2007 and 2006, respectively. This level of surrenders is within the Companys pricing expectations. Historical persistency rates indicate a normal pattern of surrender activity in both
periods. The structure of the surrender charges is such that persistency is encouraged. The majority of the policies inforce have surrender charges which grade downward over a 12 to 15 year period. At June 30, 2007, the total amount of cash
that would be required to fund all amounts subject to surrender was $729.1 million.

Reserves for Property Casualty Losses and Loss Adjustment Expenses

Losses and loss adjustment expenses payable are managements best estimates at a given point in time of what the Company expects to pay claimants,
based on known facts, circumstances, historical trends, emergence patterns and settlement patterns. Reserves for reported losses are established on a case-by-case basis with the amounts determined by claims adjusters based on the Companys
reserving practices, which take into account the type of risk, the circumstances surrounding each claim and policy provisions relating to types of loss. Loss and loss adjustment expense reserves for incurred claims that have not yet been reported
(IBNR) are estimated based primarily on historical emergence patterns with consideration given to many variables including statistical information, inflation, legal developments, storm loss estimates, and economic conditions.

On an interim basis, the Companys internal actuarial staff reviews the direct emergence for each line of business compared to the expected emergence implied by the
most recent annual review. If the emergence is not within acceptable bounds, the opinion on reserve adequacy is revised and reserve amounts are adjusted. Otherwise, IBNR reserves are adjusted as changes in exposure indicate that additional reserves
are needed until the next annual review is completed.

Management establishes reserves for loss adjustment expenses that are not attributable to a specific
claim. These reserves are referred to as Defense and Cost Containment (DCC) and Adjusting and Other Expenses (AO). DCC and AO reserves are recorded to establish the liability for settling and defending claims that have been incurred, but have not
yet been completely settled. For AO, historical ratios of AO to paid losses are developed, and then applied to the current outstanding reserves. The method uses a traditional assumption that 50% of the expenses are realized when the claim is open,
and the other 50% are incurred when the claim is closed. The method also assumes that the underlying claims process and mix of business do not change materially over time.



40



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##### Table of Contents

The following table presents the loss and loss adjustment expenses payable by line of business at June 30, 2007 and
December 31, 2006:



|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|------------------------------------------------------ |  | ----------------- | ----------- | ---- | - | ---------- |  | ----- | ---------- |  | - | ----------- | -
|                                                       |  | June 30, 2007     |            
|                                                       |  | Case              |             | IBNR |   | LAE        |  | Total |           
|Line of Business:                                      |  |                   |             |      |   |            |  |       |            |  |   |             |  
|Automobile (1)                                         |  | $                 | 93,607,585  |      | $ | 37,030,865 |  | $     | 21,363,793 |  | $ | 152,002,243 |  
|Homeowner Group (2)                                    |  |                   | 22,643,677  |      |   | 12,633,415 |  |       | 6,032,677  |  |   | 41,309,769  |  
|Other (3)                                              |  |                   | 2,120,806   |      |   | 1,593,869  |  |       | 830,497    |  |   | 4,545,172   |  
|Assumed reinsurance - affiliate (4)                    |  |                   |            |      |   |           |  |       |           |  |   |            |  
|Assumed reinsurance - other (5)                        |  |                   | 1,196,889   |      |   | 186,000    |  |       | 6,155      |  |   | 1,389,044   |  
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|                                                       |  | $                 | 119,568,957 |      | $ | 51,444,149 |  | $     | 28,233,122 |  | $ | 199,246,228 |  
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|Less: salvage and subrogation recoverable              |  |                   |             |      |   |            |  |       |            |  |   | (12,278,585 | )
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|Reserve for unpaid losses and loss adjustment expenses |  |                   |             |      |   |            |  |       |            |  | $ | 186,967,643 |  
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|                                                       | 
|                                                       |  | December 31, 2006 |            
|                                                       |  | Case              |             | IBNR |   | LAE        |  | Total |           
|Line of Business:                                      |  |                   |             |      |   |            |  |       |            |  |   |             |  
|Automobile (1)                                         |  | $                 | 80,997,159  |      | $ | 35,146,259 |  | $     | 19,383,521 |  | $ | 135,526,939 |  
|Homeowner Group (2)                                    |  |                   | 19,495,260  |      |   | 11,732,635 |  |       | 5,599,330  |  |   | 36,827,225  |  
|Other (3)                                              |  |                   | 1,996,790   |      |   | 1,223,200  |  |       | 690,002    |  |   | 3,909,992   |  
|Assumed reinsurance - affiliate (4)                    |  |                   | 6,797,525   |      |   | 735,268    |  |       | 298,683    |  |   | 7,831,476   |  
|Assumed reinsurance - other (5)                        |  |                   | 26,725      |      |   | 186,000    |  |       |           |  |   | 212,725     |  
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|                                                       |  | $                 | 109,313,459 |      | $ | 49,023,362 |  | $     | 25,971,536 |  | $ | 184,308,357 |  
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|Less: salvage and subrogation recoverable              |  |                   |             |      |   |            |  |       |            |  |   | (11,643,705 | )
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  
|Reserve for unpaid losses and loss adjustment expenses |  |                   |             |      |   |            |  |       |            |  | $ | 172,664,652 |  
|                                                       |  |                   |             |      |   |            |  |       |            |  |   |             |  



|(1) | Automobile represents the Companys pooled share of preferred, standard, nonstandard and commercial automobile as well as assumed nonstandard business in Texas.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Homeowner Group represents the Companys pooled share of the following lines of business: preferred and standard homeowner, manufactured home, farmowner and a limited amount
of commercial insurance including portfolio, church and businessowner.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Other includes the Companys pooled share of various general liability, fire/allied lines and other lines of business.
|--- | ----------------------------------------------------------------------------------------------------------------------



|(4) | Assumed reinsurance - affiliate represents the Companys pooled share of Fires quota share reinsurance agreement with Virginia Mutual. The quota share reinsurance
agreement was terminated on January 1, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Assumed reinsurance - other represents the Companys pooled share of business from various underwriting pools and associations.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Refer to Note 2  Pooling Agreement in the Notes to Consolidated Financial Statements in the Companys annual report for 2006 on Form 10-K
for a detailed discussion of the Companys Pooling Agreement.

Total losses and loss adjustment expenses payable increased $14.3 million, or 8.3%,
from December 31, 2006 to June 30, 2007. The reserve increase is primarily attributable to the addition of Alliance and product level exposure changes. The current year development of the prior years ultimate liability does not
reflect any changes in the Companys fundamental claims reserving practices or actuarial assumptions.



41



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##### Table of Contents

The risks and uncertainties inherent in the estimates include, but are not limited to, actual settlement experience being
different from historical data and trends, changes in business and economic conditions, court decisions creating unanticipated liabilities, ongoing interpretation of policy provisions by the courts, inconsistent decisions in lawsuits regarding
coverage and additional information discovered before settlement of claims. The Companys results of operations and financial condition could be impacted, perhaps significantly, in the future if the ultimate payments required to settle
claims vary from the liability currently recorded.

Activity in the liability for unpaid losses and loss adjustment expenses is summarized below:



|                                               |  |                           |             |   |      |   |             |  
|---------------------------------------------- |  | ------------------------- | ----------- | - | ---- | - | ----------- | -
|                                               |  | Six Months Ended June 30, |            
|                                               |  | 2007                      |             |   | 2006 |  
|Balance at January 1,                          |  | $                         | 172,664,652 |   |      | $ | 159,639,886 |  
|less reinsurance recoverables on unpaid losses |  |                           | (2,380,370  | ) |      |   | (2,103,540  | )
|                                               |  |                           |             |   |      |   |             |  
|Net balance on January 1,                      |  |                           | 170,284,282 |   |      |   | 157,536,346 |  
|                                               |  |                           |             |   |      |   |             |  
|Alliance                                       |  |                           |             |   |      |   |             |  
|Balance at January 1,                          |  |                           | 23,932,909  |   |      |   |            |  
|less reinsurance recoverables on unpaid losses |  |                           | (17,174,977 | ) |      |   |            |  
|                                               |  |                           |             |   |      |   |             |  
|Net balance on January 1,                      |  |                           | 6,757,932   |   |      |   |            |  
|                                               |  |                           |             |   |      |   |             |  
|Incurred related to:                           |  |                           |             |   |      |   |             |  
|Current year                                   |  |                           | 203,513,223 |   |      |   | 187,877,463 |  
|Prior years                                    |  |                           | (2,205,484  | ) |      |   | 11,555      |  
|                                               |  |                           |             |   |      |   |             |  
|Total incurred                                 |  |                           | 201,307,739 |   |      |   | 187,889,018 |  
|                                               |  |                           |             |   |      |   |             |  
|Paid related to:                               |  |                           |             |   |      |   |             |  
|Current year                                   |  |                           | 125,391,592 |   |      |   | 118,452,239 |  
|Prior years                                    |  |                           | 69,854,424  |   |      |   | 66,297,701  |  
|                                               |  |                           |             |   |      |   |             |  
|Total paid                                     |  |                           | 195,246,016 |   |      |   | 184,749,940 |  
|                                               |  |                           |             |   |      |   |             |  
|Net balance at June 30,                        |  |                           | 183,103,937 |   |      |   | 160,675,424 |  
|plus reinsurance recoverables on unpaid losses |  |                           | 3,863,706   |   |      |   | 2,020,899   |  
|                                               |  |                           |             |   |      |   |             |  
|Balance at June 30,                            |  | $                         | 186,967,643 |   |      | $ | 162,696,323 |  
|                                               |  |                           |             |   |      |   |             |  

There was no change in actuarial assumptions or methodology associated with the development of prior accident
years. The current and prior periods favorable and unfavorable development is the result of normal fluctuations and uncertainty associated with loss reserve development.

The Companys established reserves for its share of pooled losses and loss adjustment expenses reserves at June 30, 2007 are $199.2 million, gross of salvage and subrogation recoverables of $12.3 million. At
interim periods, point estimates are not established but rather the Companys internal actuarial staff reviews the direct emergence for each line of business compared to the expected emergence implied by the most recent annual review as a basis
for adjusting carried reserves.

Reserve ranges provide a quantification of the variability in the reserve projections, which is often referred to as the
standard deviation or error term, while the point estimates establish a mean, or expected value for the ultimate reserve. Managements best estimate of loss and loss adjustment expense reserves considers the actuarial point estimate and
expected variation to establish an appropriate position within the range.



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Based on a review of historical ultimate development patterns, management has estimated that one standard deviation from
mid-point for ultimate development has a 1.7% favorable development opportunity and a 0.3% unfavorable development opportunity. The potential impact of loss reserve variability on net income is quantifiable using a standard deviation and carried
reserve amounts listed above. To the extent that ultimate development is favorable compared to expectation, the potential reserve decrease is $3.2 million on a pretax basis. Likewise, if ultimate development is unfavorable compared to expectation,
the reserve increase is $562 thousand on a pretax basis.

An important assumption underlying the reserve estimation methods for the property casualty lines
is that the loss cost trends implicitly built into the loss and LAE patterns will continue into the future. Some of the factors that could influence assumptions arise from a variety of sources including tort law changes, development of new medical
procedures, social inflation, and other inflationary changes in costs beyond assumed levels. Inflation changes have much less impact on short-tail personal lines reserves and more impact on long-tail commercial lines. The Company does not have any
significant long-tailed lines of business, so the actuarial assumptions and methodologies are consistent across all lines of business, regardless of the expected payout patterns. This is further evidenced by the fact that approximately 90% of
ultimate losses for a given accident year are reported in the first year and by the end of the second year more than 99% are reported.

Reinsurance

Property Casualty - Ceded

The property casualty
subsidiaries of the Company follow the customary industry practice of reinsuring a portion of their exposures and paying to the reinsurers a portion of the premiums received. Insurance is ceded principally to reduce net liability on individual risks
or for individual loss occurrences, including catastrophic losses. Although reinsurance does not legally discharge the individual subsidiary from primary liability for the full amount of limits applicable under their policies, it does make the
assuming reinsurer liable to the extent of the reinsurance ceded. The Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk arising from similar geographic regions, activities, or economic
characteristics of the reinsurance to minimize exposure to significant losses from reinsurance insolvencies. None of the reinsurance receivable amounts were deemed to be uncollectible at June 30, 2007.

Certain subsidiaries are party to working cover reinsurance treaties for property casualty lines. Under the property per risk excess of loss treaty, AIC, AGI and
Alliance are responsible for the first $750 thousand of each covered loss, and the reinsurers are responsible for 100% of the excess over $750 thousand of covered loss with a maximum recovery of $1.8 million. Under a separate treaty, Alliance is
responsible for the first $600 thousand of each covered liability loss, and the reinsurers are responsible for 100% of the excess over $600 thousand of covered liability loss with a maximum recovery of $1.4 million. The rates for these reinsurance
treaties are negotiated annually. The subsidiaries also make use of facultative reinsurance for unique risk situations.

The Companys subsidiaries
participate in a catastrophe protection program through the Pooling Agreement. Under this program, the Company participates in only its pooled share of a lower catastrophe pool limit unless the losses exceed an upper catastrophe pool limit. In cases
where the upper catastrophe limit is exceeded on a 100% basis, the Companys share in the loss would be based upon its amount of statutory surplus relative to other members of the group as of the most recently filed annual statement. Lower and
upper catastrophe pool limits are adjusted periodically due to increases in insured property risks. Refer to Note 2  Pooling Agreement, Catastrophe Protection Program section in the Notes to Consolidated Financial Statements in the
Companys annual report for 2006 on Form 10-K for further details.



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The following table details the impact of reinsurance ceded for the six-month and three-month periods ended June 30,
2007 and 2006:



|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|------------------------------ |  | ------------------------- | ---------- | - | --------------------------- | - | ---------- | ------------- |  | - | ----------------- | - |  | - | ---------- | -
|                               |  | Six Months Ended June 30, |            |   | Three Months Ended June 30, |  
|                               |  | 2007                      |            |   | 2006                        |   |            | 2007          |  |   | 2006              |  
|Income Statement:              |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Working Cover - Nonaffiliates: |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Earned Premium                 |  | $                         | (2,248,594 | ) |                             | $ | (1,681,189 | )             |  | $ | (1,242,807        | ) |  | $ | (865,890   | )
|Losses Incurred                |  |                           | (767,344   | ) |                             |   | (130,083   | )             |  |   | (93,307           | ) |  |   | (254,399   | )
|Commission Expense             |  |                           | (185,254   | ) |                             |   | (169,818   | )             |  |   | (90,621           | ) |  |   | (86,285    | )
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Net (Loss)                     |  |                           | (1,295,996 | ) |                             |   | (1,381,288 | )             |  |   | (1,058,879        | ) |  |   | (525,206   | )
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Other - Nonaffiliates          |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Earned Premium                 |  |                           | (157,233   | ) |                             |   |           |               |  |   | (55,966           | ) |  |   |           |  
|Losses Incurred                |  |                           | (79,519    | ) |                             |   |           |               |  |   | (97,690           | ) |  |   |           |  
|Commission Expense             |  |                           | (25,709    | ) |                             |   |           |               |  |   | (11,730           | ) |  |   |           |  
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Net Profit (Loss)              |  |                           | (52,005    | ) |                             |   |           |               |  |   | 53,454            |   |  |   |           |  
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Catastrophe - Affiliates:      |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Earned Premium                 |  |                           | (1,068,022 | ) |                             |   | (267,942   | )             |  |   | (471,250          | ) |  |   | (230,688   | )
|Losses Incurred                |  |                           |           |   |                             |   |           |               |  |   |                  |   |  |   |           |  
|Commission Expense             |  |                           |           |   |                             |   |           |               |  |   |                  |   |  |   |           |  
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Net (Loss)                     |  |                           | (1,068,022 | ) |                             |   | (267,942   | )             |  |   | (471,250          | ) |  |   | (230,688   | )
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Total:                         |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Earned Premium                 |  |                           | (3,473,849 | ) |                             |   | (1,949,131 | )             |  |   | (1,770,023        | ) |  |   | (1,096,578 | )
|Losses Incurred                |  |                           | (846,863   | ) |                             |   | (130,083   | )             |  |   | (190,997          | ) |  |   | (254,399   | )
|Commission Expense             |  |                           | (210,963   | ) |                             |   | (169,818   | )             |  |   | (102,351          | ) |  |   | (86,285    | )
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Net (Loss)                     |  | $                         | (2,416,023 | ) |                             | $ | (1,649,230 | )             |  | $ | (1,476,675        | ) |  | $ | (755,894   | )
|                               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|                               |  |                           |            |  
|                               |  |                           |            |   |                             |   |            | June 30, 2007 |  |   | December 31, 2006 |  
|Balance Sheet:                 |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Receivables on Unpaid Losses   |  |                           |            |   |                             |   |            |               |  | $ | 3,921,844         |   |  | $ | 2,380,370  |  
|Premiums Receivable            |  |                           |            |   |                             |   |            |               |  | $ | 1,813,907         |   |  | $ | 53,166     |  
|Prepaid Reinsurance Premium    |  |                           |            |   |                             |   |            |               |  | $ | 1,528,531         |   |  | $ | 1,387,964  |  
|Premiums Payable               |  |                           |            |   |                             |   |            |               |  | $ | 1,279,076         |   |  | $ | 1,361,347  |  

The increase in the working cover and other programs is due to the addition of Alliance. The increase in
catastrophe earned premium in 2007 is the result of renegotiation of the catastrophe program.

The Companys subsidiaries are participants in a
Pooling Agreement with the Mutual Group and Specialty in which each participant cedes premiums, losses and underwriting expenses on all of their direct property casualty business to Mutual, and Mutual, in turn, retrocedes to each participant a
specified portion of premiums, losses and underwriting expenses based on each participants pooling percentage. Refer to Note 2  Pooling Agreement and Note 13  Reinsurance in the Notes to Consolidated Financial
Statements in the Companys annual report for 2006 on Form 10-K for further information.

Life - Ceded

The Companys life insurance subsidiary reinsures portions of its risks with other insurers under yearly renewable term agreements and coinsurance agreements.
Generally, Life will not retain more than $500 thousand of individual life insurance on a single risk with the exception of COLI and group policies where the retention is limited to $100 thousand per individual. The amount retained on an individual
life will vary depending upon age and mortality prospects of the risk. At June 30, 2007, Life had total insurance inforce of $23.5 billion of which $2.9 billion was ceded to other insurers. In addition, reserve credits of $9.1 million were
taken as a result of the ceding of these inforce amounts to other insurers. Although reinsurance does not legally discharge the subsidiary from primary liability for the full amount of a policy claim, it does make the assuming reinsurer liable to
the extent of the reinsurance ceded. The Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurance to
minimize exposure to significant losses from reinsurance insolvencies. None of the reinsurance receivable amounts were deemed to be uncollectible at June 30, 2007.



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The following table details the impact of nonaffiliated reinsurance ceded for the six-month and three-month periods ended
June 30, 2007 and 2006:



|                             |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|---------------------------- |  | ------------------------- | ---------- | - | --------------------------- | - | ---------- | ------------- |  | - | ----------------- | - |  | - | ---------- | -
|                             |  | Six Months Ended June 30, |            |   | Three Months Ended June 30, |  
|                             |  | 2007                      |            |   | 2006                        |   |            | 2007          |  |   | 2006              |  
|Income Statement:            |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|                             |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Premiums Paid                |  | $                         | (3,554,364 | ) |                             | $ | (3,120,417 | )             |  | $ | (1,581,112        | ) |  | $ | (1,538,190 | )
|Losses Incurred              |  |                           | (3,837,073 | ) |                             |   | (6,064,653 | )             |  |   | (2,992,383        | ) |  |   | (2,844,370 | )
|                             |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Net Profit                   |  | $                         | 282,709    |   |                             | $ | 2,944,236  |               |  | $ | 1,411,271         |   |  | $ | 1,306,180  |  
|                             |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|                             |  |                           |            |  
|                             |  |                           |            |   |                             |   |            | June 30, 2007 |  |   | December 31, 2006 |  
|Balance Sheet:               |  |                           |            |   |                             |   |            |               |  |   |                   |   |  |   |            |  
|Receivables on Unpaid Losses |  |                           |            |   |                             |   |            |               |  | $ | 2,975,958         |   |  | $ | 455,413    |  
|Policy Reserve Credits       |  |                           |            |   |                             |   |            |               |  | $ | 9,069,877         |   |  | $ | 9,069,877  |  
|Premiums Payable             |  |                           |            |   |                             |   |            |               |  | $ | 1,027,007         |   |  | $ | 989,555    |  

The decrease in losses incurred is the result of a large recovery in the first quarter of 2006 offset by growth in
claims reported with reinsurance ceded coverage as well as increases in the dollar amounts of such claims.

Effective July 1, 2006, Life entered into
a new Accidental Death Catastrophic Reinsurance Agreement. The new agreement covers accidental death exposure in the portfolio by providing attritional and catastrophic protection with Life retaining the first $7.5 million of claims through
June 30, 2007. Effective July 1, 2007, Lifes retention increases to the first $8.25 million of claims.

Property Casualty  Assumed

The Company participates in a small number of involuntary pools and underwriting associations on a direct basis and receives a proportional share
through the Pooling Agreement. In addition, the Company received a proportional share of Fires quota share reinsurance treaty with Virginia Mutual through the Pooling Agreement in 2005 and 2006. Effective January 1, 2007, the quota share
agreement between Fire and Virginia Mutual was terminated. AVIC directly participates in a reinsurance program in the state of Texas assuming nonstandard automobile business which is retroceded to the pool.

Geographic Concentration

The Companys property casualty
insurance business is generated in 13 states, with the majority of the business generated in 3 southeastern states, and its life insurance business is generated in 3 states. Accordingly, unusually severe storms or other disasters in these states
might have a more significant effect on the Company than a more geographically diversified company and could have an adverse impact on the Companys financial condition and operating results. The Companys catastrophe protection program,
which began November 1, 1996, reduces the potential adverse impact and earnings volatility caused by such catastrophe exposures.

Legal Environment

Lawsuits brought by policyholders or third-party claimants can create volatility in the Companys earnings. The Company maintains in-house legal
staff and, as needed, secures the services of external legal firms to present and protect its position. Certain legal proceedings are in process at June 30, 2007. These proceedings involve alleged breaches of contract, torts, including bad
faith and fraud claims, and miscellaneous other causes of action. These lawsuits involve claims for unspecified amounts of compensatory damages, mental anguish damages and punitive damages. Costs for these and similar proceedings, including accruals
for outstanding cases, are included in the financial statements of the Company. Management periodically reviews reserves established to cover potential costs of litigation including legal fees and potential damage assessments and adjusts them based
on their best estimates. It should be noted that in Mississippi and Alabama, where the Company has substantial business, the likelihood of a judgment in any given suit, including a large mental anguish and/or punitive damage award by a jury, bearing
little or no relation to actual damages, continues to exist, creating the potential for unpredictable material adverse financial results.



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Increased public interest in the availability and affordability of insurance has prompted legislative, regulatory and
judicial activity in several states. This includes efforts to contain insurance prices, restrict underwriting practices and risk classifications, mandate rate reductions and refunds, eliminate or reduce exemptions from antitrust laws and generally
expand regulation. Because of Alabamas low automobile rates as compared to rates in most other states, the Company does not expect the type of punitive legislation and initiatives found in some states to be a factor in its primary market in
the immediate future. In 1999, the Alabama legislature passed a tort reform package that has helped to curb some of the excessive litigation experienced in the late 1990s.

FINANCIAL ACCOUNTING DEVELOPMENTS

On January 1, 2007 the Company adopted SFAS No. 155, Accounting for
Certain Hybrid Financial Instruments, an Amendment of FASB Statements No. 133 and 140. This statement provides clarification and additional guidance regarding derivative accounting, as well as allows the election of fair value measurement
at acquisition, at issuance, or when a previously recognized financial instrument is subject to a remeasurement event, on an instrument-by-instrument basis, in cases in which a hybrid financial instrument that contains a derivative would otherwise
require bifurcation in accordance with SFAS No. 133. The adoption of this statement did not have an impact on the Companys financial position or results of operations at January 1, 2007, or for the six months ended June 30,
2007.

On January 1, 2007, the Company adopted SFAS No. 156, Accounting for Servicing of Financial Assets, an Amendment of Statement
No. 140. This statement requires entities to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations. It also requires all
separately recognized servicing assets and servicing liabilities to be initially measured at fair value and allows a choice of either the amortization or fair value measurement method for subsequent measurement. The adoption of this statement did
not have an impact on the Companys financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. This statement establishes a common definition for fair value to be applied to U.S. GAAP guidance requiring the use of fair value. It also outlines the framework for measuring fair value and expands disclosure about fair value
measurements. The statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact this statement may have on its financial position or results of operations at the time it is adopted.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of
FASB Statement No. 115, which will become effective at the beginning of the fiscal year that begins after November 15, 2007. SFAS No. 159 permits entities to measure eligible financial assets, financial liabilities and firm
commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other generally accepted accounting principles. The fair value measurement election is irrevocable and
subsequent changes in fair value must be recorded in earnings. The Company will adopt this statement effective January 1, 2008 and is currently evaluating if it will elect the fair value option for any of its eligible financial instruments
and other items.

In June 2007, the FASB ratified the Emerging Issues Task Force (EITF) consensus on EITF Issue No. 06-11,
Accounting for Income Tax Benefits on Dividends on Share-Based Payment Awards. This EITF indicates that tax benefits of dividends on unvested restricted stock are to be recognized in equity as an increase in the pool of excess tax benefits.
Should the related awards forfeit or no longer become expected to vest, the benefits are to be reclassified from equity to the income statement. The EITF is effective for fiscal years beginning after December 15, 2007. The Company will adopt
the EITF effective January 1, 2008 and is currently evaluating the impact this EITF may have on its financial position or results of operations at the time it is adopted.

In June 2007, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by
Parent Companies and Equity Method Investors for Investments in Investment Companies (SOP 07-1). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the
Guide). The statement also addresses whether the specialized industry accounting principles of the Guide should be retained by a parent company in consolidation or by an investor that has the ability to exercise significant influence over the
investment



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##### Table of Contents

company and applies the equity method of accounting to its investment in the entity. In addition, SOP 07-1 includes certain disclosure requirements for
parent companies and equity method investors in investment companies that retain investment company accounting in the parent companys consolidated financial statements or the financial statements of an equity method investor. SOP 07-1 is
effective for fiscal years beginning on or after December 15, 2007, with earlier application encouraged. The Company will adopt the SOP effective January 1, 2008 and is currently evaluating the impact this SOP may have on its financial
position or results of operations at the time it is adopted.



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##### Table of Contents

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

The Companys objectives in managing its investment portfolio are to maximize investment income and investment returns while minimizing overall credit risk. Investment strategies are developed based on many factors including
underwriting results, overall tax position, regulatory requirements, and fluctuations in interest rates. Investment decisions are made by management and approved by the Board of Directors. Market risk represents the potential for loss due to adverse
changes in the fair value of securities. The market risk related to the Companys fixed maturity portfolio is primarily interest rate risk and prepayment risk. The market risk related to the Companys equity portfolio is equity price risk.
For further information, reference is made to Managements Discussion and Analysis of Results of Operations in the Companys annual report on Form 10-K for the year ended December 31, 2006.



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

The Company has evaluated the
disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. The evaluation was performed under the supervision and with
the participation of the Companys Disclosure Committee and management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded
that the Companys disclosure controls and procedures are effective.

There were no changes in the Companys internal controls over financial
reporting that occurred during the second fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

The Company and its subsidiaries are
defendants in legal proceedings arising in the normal course of business. Management believes adequate accruals have been established in these known cases. However, it should be noted that in Mississippi and Alabama, where the Company has
substantial business, the likelihood of a judgment in any given suit, including a large mental anguish and/or punitive damage award by a jury, bearing little or no relation to actual damages, continues to exist, creating the potential for
unpredictable material adverse financial results.

Subsequent to the end of the second quarter, six purported class action lawsuits, five in Delaware and
one in Alabama, have been brought against the Company, the Mutual Group and/or officers on behalf of the public shareholders of the Company, to enjoin the defendants from causing the Company to enter into an agreement to be acquired by the Mutual
Group, among other allegations. The Company believes the actions are without merit.

Based upon information presently available, management is unaware of
any contingent liabilities arising from other threatened litigation that should be reserved or disclosed.

For a more detailed discussion of legal
proceedings of the Company, refer to Note 2Commitments and Contingencies and Note 11Subsequent Event in the Notes to Consolidated Condensed Financial Statements of this Form 10-Q.



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

Other than the risk factor discussed below,
there have been no material changes in the risk factors previously disclosed under Item 1A. of the Companys annual report for 2006 on Form 10-K.

Majority Owners

The majority owners of the Companys common stock, the Mutual Group, can control the outcome of stockholder votes
requiring a simple majority. In addition, six of the eleven members of the Board of Directors serve on the Executive Committee of the Boards of the Mutual Group and two of the members are Executive Officers of the Company and the Mutual Group.
Through its majority ownership, the majority holder has the ability to and may influence actions that may conflict with the interest of other stockholders. For example, the majority holder may have an interest in pursuing acquisitions, divestitures,
financings or other transactions that, in its judgment, could enhance its equity investment, even though such transactions might involve risks or uncertainties to you, as holders of the Companys stock.

On July 17, 2007, the majority owners, the Mutual Group, made an offer to acquire all of the outstanding shares of the Companys common stock that are not
currently owned. The Companys Board of Directors has appointed a Special Committee of its four independent directors to review, evaluate and negotiate the proposal by the Mutual Group. The pendency of this offer for an extended period of time,
as well as the possibility that the proposed transaction might not ultimately be consummated, may result in non-recurring expenses to the Company. Please see Note 11  Subsequent Event in the Notes to Consolidated Condensed Financial
Statements in this Form 10-Q for further information on this offer.



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##### Table of Contents

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

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES



|                               |  |                                |  |                             |   |                                                                            |   |                                                                            |          
|------------------------------ |  | ------------------------------ |  | --------------------------- | - | -------------------------------------------------------------------------- | - | -------------------------------------------------------------------------- | ---------
|Period                         |  | Total Numberof SharesPurchased |  | Average PricePaid per Share |   | Total Numberof SharesPurchased asPart of PubliclyAnnouncedPlans orPrograms |   | MaximumNumber ofShares thatMay Yet BePurchasedUnder the Plansor Programs
1
|April 1, 2007 - April 30, 2007 |  |                               |  | $                           |  |                                                                            |  |                                                                            | 3,635,877
|May 1, 2007 - May 31, 2007     |  |                               |  | $                           |  |                                                                            |  |                                                                            | 3,635,877
|June 1, 2007 - June 30, 2007   |  |                               |  | $                           |  |                                                                            |  |                                                                            | 3,635,877
|                               |  |                                |  |                             |   |                                                                            |   |                                                                            |          
|Total                          |  |                               |  | $                           |  |                                                                            |  |                                                                            |          
|                               |  |                                |  |                             |   |                                                                            |   |                                                                            |          



|1 | In October 1989, the
Companys Board of Directors approved a stock repurchase program authorizing the repurchase of up to 4,000,000 shares of its outstanding common stock in the open market or in negotiated transactions in such quantities and at such times and
prices as management may decide. The Board increased the number of shares authorized for repurchase by 4,000,000 in both March 1999 and September 2001, bringing the total number of shares authorized for repurchase to 12,000,000.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None



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

The
Annual Meeting of Stockholders was held on May 3, 2007. The election of 11 members to the board of directors was submitted to the stockholders. All proposed nominees were approved by the stockholders. Following is a summary of each vote cast
for or withheld including a separate tabulation with respect to each nominee for office.



|                                                  |  |            |  |          
|------------------------------------------------- |  | ---------- |  | ---------
|                                                  |  | Votes     
|                                                  |  | For        |  | Withheld 
|Election of 11 members to the board of directors: |  |            |  |          
|Jerry A. Newby                                    |  | 67,773,362 |  | 3,291,589
|Hal F. Lee                                        |  | 66,688,254 |  | 4,376,697
|Russell R. Wiggins                                |  | 66,693,197 |  | 4,371,754
|Dean Wysner                                       |  | 66,672,717 |  | 4,392,234
|Jacob C. Harper                                   |  | 66,688,504 |  | 4,376,447
|Steve Dunn                                        |  | 66,686,351 |  | 4,378,600
|B. Phil Richardson                                |  | 69,770,491 |  | 1,294,460
|Boyd E. Christenberry                             |  | 69,734,683 |  | 1,330,268
|John Russell Thomas                               |  | 69,914,002 |  | 1,150,949
|Larry E. Newman                                   |  | 69,948,895 |  | 1,116,056
|C. Lee Ellis                                      |  | 68,770,431 |  | 2,294,520



|Item 5. | Other Information
|------- | -----------------

None



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##### Table of Contents

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



|      |  |                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(ii) |  | By-laws of Alfa Corporation, as amended                                                                                                                                                         
|      | 
|31.1  |  | Certification of Alfa Corporations Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|      | 
|31.2  |  | Certification of Alfa Corporations Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|      | 
|32    |  | Certification of Alfa Corporations Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

Items other than those listed above are omitted because they are not required or are not applicable.



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##### Table of Contents

SIGNATURES

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



|                      |  |  |  |                                                                                                          
|--------------------- |  |  |  | ---------------------------------------------------------------------------------------------------------
|                      |  |  |  | ALFA CORPORATION                                                                                         
|                      |  | 
|Dated: August 8, 2007 |  |  |  | /s/ Jerry A. Newby                                                                                       
|                      |  |  |  | Jerry A. Newby                                                                                           
|                      |  |  |  | Chairman of the Board and President, Director (Principal Executive Officer)                              
|                      |  | 
|Dated: August 8, 2007 |  |  |  | /s/ Stephen G. Rutledge                                                                                  
|                      |  |  |  | Stephen G. Rutledge                                                                                      
|                      |  |  |  | Senior Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)



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##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                                                 
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                          
|3(ii)          |  | By-Laws of Alfa Corporation, as amended                                                                                                                                                         
|               | 
|31.1           |  | Certification of Alfa Corporations Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|               | 
|31.2           |  | Certification of Alfa Corporations Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|               | 
|32             |  | Certification of Alfa Corporations Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002



53