##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    000-51530
  NORTH POINTE HOLDINGS
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Michigan

38-3615047(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)28819 Franklin Road
    Southfield, Michigan

48034(Zip Code)(Address of principal executive
    offices)   (Registrants telephone
    number, including area code)
 (248) 358-1171
  Securities registered pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, No par value

Nasdaq Stock Market   Securities registered pursuant
    to Section 12(g) of the Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K.  Yes o þ
  Rule 12b-2
  Large
    accelerated filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ  Rule 12b-2 o þ
      Documents incorporated by reference are as follows:
  Part and Item Number ofDocument

Form 10-K
    into Which IncorporatedNorth Pointe Holdings Corporation
    Notice of
    Annual Meeting of Shareholders and Proxy
    Statement for the Annual Meeting of Shareholders
    to be held June 5, 2007

Part III, Items 10
    through 14




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##### 



FORM 10-K
    TABLE OF CONTENTS
  PagePART I:Item 1.


Business


3Item 1A.


Risk
    Factors


23Item 1B.


Unresolved Staff
    Comments


35Item 2.


Properties


35Item 3.


Legal
    Proceedings


35Item 4.


Submission of
    Matters to a Vote of Security Holders


35PART II:Item 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


36Item 6.


Selected Financial
    Data


37Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation


40Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


60Item 8.


Financial
    Statements and Supplementary Data


62Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


64Item 9A.


Controls and
    Procedures


64PART III:Item 10.


Directors,
    Executive Officers and Corporate Governance


64Item 11.


Executive
    Compensation


64Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


64Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


64Item 14.


Principal
    Accounting Fees and Services


65PART IV:Item 15.


Exhibits, Financial
    Statement Schedules


65Item 15(a)(1).


Financial Statements and Reports
    of Independent Register Public Accounting Firm


65Item 15(a)(2).


Financial Statement Schedules


103Item 15(a)(3).


Exhibit Index


114Revised Equity Incentive PlanFirst Amendment to the Employment Agreement - James G. PetcoffFirst Amendment to the Employment Agreement - B. Matthew PetcoffAmendment to the Consulting AgreementManaging General Agency Agreement, dated July 1, 2006Reinsurance Agreement, dated September 1, 2006Reinsurance Agreement, dated January 1, 2007Addendum Number 1 to Reinsurance Agreement, dated January 1, 2007Reinsurance Agreement, dated January 1, 2007SubsidiariesCertification of Chief Executive Officer Pursuant to Rule 13a-14(a)Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)Certification  of Chief Executive Officer Pursuant to Section 1350Certification of Chief Financial Officer Pursuant to Section 1350   2




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##### Table of Contents



PART I  Item 1.
    BUSINESS.  Form 10-K.
  Form 10-K:
  The
    Company
    Industry
    Information
     3




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##### Table of Contents



Our
    Product Lines
    Years Ended December 31,2006


2005


2004% of





% of





% ofAmount


Total


Amount


Total


Amount


Total(Dollars in thousands)Commercial Lines:Liquor liability

$
10,477



13.0
%

$
10,913



12.9
%

$
10,818



14.1
%General liability


16,907



21.1
%


12,807



15.1
%


10,734



13.9
%Total liability


27,384



34.1
%


23,720



28.0
%


21,552



28.0
%Property


7,320



9.1
%


6,299



7.4
%


7,129



9.3
%Commercial multi-peril


15,932



19.9
%


22,230



26.2
%


18,968



24.6
%Commercial automobile


5,823



7.3
%


6,156



7.3
%


5,412



7.0
%Other


2,997



3.7
%


2,661



3.2
%


2,274



3.0
%Total commercial lines


59,456



74.1
%


61,066



72.1
%


55,335



71.9
%Personal Lines:Automobile






0.0
%


1,459



1.7
%


15,109



19.6
%Homeowners


20,779



25.9
%


22,211



26.2
%


6,513



8.5
%Total personal lines


20,779



25.9
%


23,670



27.9
%


21,622



28.1
%Total net premiums earned

$
80,235



100.0
%

$
84,736



100.0
%

$
76,957



100.0
%   Commercial
    Insurance Products
    Liquor Liability.
 4




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##### Table of Contents



General Liability.
  Property.
  Commercial Multi-Peril.
  Commercial Automobile.
    Other Program Business.
  Personal
    Insurance Products
    Homeowners and Dwelling/Fire. and/or
   5




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Automobile.
  Flood Insurance Product.
    Administrative
    Services
     6




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##### Table of Contents



Geographic
    Distribution
    Years Ended December 31,2004(1)State

2006


2005


(Pro Forma)


2004Florida


63.4
%


60.6
%


45.1
%


36.3
%Michigan


19.5
%


22.0
%


30.1
%


43.8
%Indiana


4.3
%


5.2
%


8.4
%


6.8
%Illinois


3.2
%


3.8
%


6.6
%


5.3
%Ohio


2.7
%


2.4
%


3.3
%


2.7
%Pennsylvania


1.5
%


1.2
%


0.9
%


0.7
%Iowa


0.7
%


0.8
%


1.2
%


1.0
%Texas


0.7
%


0.5
%


0.0
%


0.0
%New Jersey


0.6
%


0.6
%


1.0
%


0.8
%South Dakota


0.5
%


0.6
%


0.7
%


0.5
%All others


2.9
%


2.3
%


2.7
%


2.1
%100.0
%


100.0
%


100.0
%


100.0
%     (1)
    
    After giving effect to the sale of the new and renewal policy
    rights relating to our non-standard personal automobile
    insurance line in October 2004, as if such transaction had
    occurred on January 1, 2004.  Marketing
    and Distribution
        Underwriting
    and Pricing
  Commercial Lines.
 7




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##### Table of Contents



Personal Lines.
  Claims
    Handling
    up-to-date
  Unpaid
    Losses and Loss Adjustment Expenses
    case-by-case
       8




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year-to-year
     9




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##### Table of Contents



Net Reserves at December 31,


Total Net2006


Reserves atPersonal Lines


Commercial Lines





December 31,Segment


Segment


Total


2005(Dollars in thousands)Low end of range

$
5,951


$
47,721


$
53,672


$
53,130Carried reserves


6,228



50,206



56,434



57,744High end of range


6,550



54,165



60,715



60,421       2006


2005


2004Increase





Increase





Increase(Decrease)





(Decrease)





(Decrease)Net


in Estimate


Net


in Estimate


Net


in EstimateReserves


of


Reserves


of


Reserves


ofat


Beginning


at


Beginning


at


BeginningBeginning


of Year


Beginning


of Year


Beginning


of YearLines of Business

of Year


Net Reserves


of Year


Net Reserves


of Year


Net Reserves(Dollars in thousands)RBT and bowling center

$
21,476


$
(6,560
)

$
23,998


$
(2,080
)

$
21,536


$
(1,006
)Commercial automobile


6,310



(203
)


3,394



(191
)


7,814



(1,948
)North Pointe Casualty run off(1)


127



15



557



(100
)


6,072



(2,526
)Florida small business


14,510



3,004



17,393



(848
)


8,352



(345
)Other


1,764



(209
)


2,120



(244
)


1,579



385Total commercial lines


44,187



(3,953
)


47,462



(3,463
)


45,353



(5,440
)Personal automobile


2,767



1,779



10,506



(1,290
)


12,315



(198
)Homeowners


4,835



(320
)


2,049



(682
)


2,042



(354
)Total personal lines


7,602



1,459



12,555



(1,972
)


14,357



(552
)Total lines

$
51,789


$
(2,494
)

$
60,017


$
(5,435
)

$
59,710


$
(5,992
)     (1)
    
    Includes $6.1 million of net reserves acquired on
    February 28, 2004 as part of the North Pointe Casualty
    acquisition.   10




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11




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##### Table of Contents



12




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##### Table of Contents



Analysis
    of Loss and Loss Adjustment Expense Development
  Years Ended December 31,1996


1997


1998


1999


2000


2001


2002


2003


2004


2005


2006(Dollars in thousands)Cumulative amount of net liability
    paid as of:One year later

$
5,130


$
5,821


$
14,070


$
17,508


$
17,896


$
20,687


$
20,472


$
18,778


$
22,334


$
21,777Two years later


10,233



10,099



22,802



28,730



28,100



32,798



32,000



30,453



35,518Three years later


12,112



12,881



29,385



34,019



33,796



39,098



38,680



37,064Four years later


13,323



13,909



32,219



36,259



36,000



42,443



41,946Five years later


13,750



14,290



33,462



36,969



36,653



43,623Six years later


13,941



14,589



33,724



37,068



36,815Seven years later


14,127



14,563



33,752



37,118Eight years later


14,170



14,571



33,778Nine years later


14,169



14,584Ten years later


14,182Gross liability-end of year


22,504



24,556



60,595



66,561



70,749



87,201



82,949



76,319



96,561



117,778



89,755Reinsurance recoverable on unpaid
    losses(1)


3,160



3,846



14,555



16,449



20,544



30,497



28,446



22,681



36,544



60,034



33,321Net liability-end of year


19,344



20,710



46,040



50,112



50,205



56,704



54,503



53,638



60,017



57,744



56,434Gross liability re-estimated- latest


18,165



20,278



49,749



59,172



67,658



75,266



69,021



69,181



97,158



121,029Reinsurance recoverable on unpaid
    losses re-estimated- latest


3,898



5,592



15,529



21,077



28,387



29,534



22,801



23,935



43,442



65,779Net liability re-estimated-latest


14,267



14,686



34,220



38,095



39,271



45,732



46,220



45,246



53,716



55,250Gross cumulative redundancy
    (deficiency)

$
4,339


$
4,278


$
10,846


$
7,389


$
3,091


$
11,935


$
13,928


$
7,138


$
(597
)

$
(3,251
)Net liability for losses and loss
    expenses

$
19,344


$
20,710


$
46,040


$
50,112


$
50,205


$
56,704


$
54,503


$
53,638


$
60,017


$
57,744


$
56,434Liability re-estimated as of:One year later


15,831



18,388



42,782



47,575



46,431



51,548



48,871



50,172



54,582



55,250Two years later


15,643



16,287



38,995



43,018



44,734



46,998



47,605



46,029



53,716Three years later


14,350



16,401



36,634



40,967



41,084



46,204



46,662



45,246Four years later


14,829



15,124



35,457



39,092



39,888



45,805



46,220Five years later


14,272



15,065



34,912



38,572



39,627



45,732Six years later


14,407



15,094



34,535



38,286



39,271Seven years later


14,449



14,871



34,280



38,095Eight years later


14,380



14,694



34,220Nine years later


14,270



14,686Ten years later


14,267Net cumulative redundancy

$
5,077


$
6,024


$
11,820


$
12,017


$
10,934


$
10,972


$
8,283


$
8,392


$
6,301


$
2,494     (1)
    
    The December 31, 2005 reinsurance recoverable on unpaid
    losses includes $5,955,000 recoverable attributable to the
    Citizens assessment. (See Insolvency Funds and
    Associations; Mandatory Pools and Insurance Facilities). 13




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##### Table of Contents



As of December 31,2006


2005


2004(Dollars in thousands)Case:Commercial lines productsLiability

$
12,061


$
13,180


$
11,679Property


9,643



8,246



7,482Commercial multi-peril


14,483



19,942



15,507Commercial automobile


3,705



4,325



5,132Other


1,063



772



764Total commercial lines


40,955



46,465



40,564Personal lines productsPersonal automobile


4,758



6,128



9,830Homeowners


2,713



8,893



1,400Total personal lines


7,471



15,021



11,230Total


48,426



61,486



51,794IBNR:Commercial lines productsLiability

$
12,042


$
13,742


$
15,380Property


786



3,868



825Commercial multi-peril


18,628



14,613



10,600Commercial automobile


2,851



2,622



3,117Other


511



805



2,082Total commercial lines


34,818



35,650



32,004Personal lines productsPersonal automobile


4,015



9,451



12,115Homeowners


2,496



11,191



648Total personal lines


6,511



20,642



12,763Total


41,329



56,292



44,767Total:Commercial lines productsLiability

$
24,103


$
26,922


$
27,059Property


10,429



12,114



8,307Commercial multi-peril


33,111



34,555



26,107Commercial automobile


6,556



6,947



8,249Other


1,574



1,577



2,846Total commercial lines


75,773



82,115



72,568Personal lines productsPersonal automobile


8,773



15,579



21,945Homeowners


5,209



20,084



2,048Total personal lines


13,982



35,663



23,993Total

$
89,755


$
117,778


$
96,561  14




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##### Table of Contents



Cash and
    Investments
        2006


2005Percent of





Percent ofAmount


Portfolio


Amount


Portfolio(Dollars in thousands)Fixed-income:U.S. governmental and agency
    securities

$
30,526



18.4
%

$
20,672



14.5
%Foreign government


300



0.1
%


561



0.4
%Corporate securities


29,421



17.7
%


31,509



22.1
%Municipal securities


7,035



4.2
%






0.0
%Mortgage-backed securities


32,360



19.5
%


32,847



23.0
%Asset-backed securities


7,692



4.7
%


12,429



8.7
%Total fixed-income


107,334



64.6
%


98,018



68.7
%Cash and cash equivalents


46,039



27.8
%


34,119



23.9
%Equity securities 
    common shares


11,376



6.9
%


10,001



7.0
%Other investment


1,088



0.7
%


553



0.4
%Total

$
165,837



100.0
%

$
142,691



100.0
%     Treasury and Government Agency


48.4
%AAA


24.9
%AA


6.1
%A


12.0
%BBB


8.6
%Total


100.0
%  15




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##### Table of Contents



other-than-temporary other-than-temporary
  
    the length of time and extent to which fair value of the
    security has been less than cost;
    the financial condition and near-term prospects of the issuer of
    the security; and
    our ability and willingness to hold the security until the fair
    value is expected to recover.  other-than-temporary, other-than-temporary other-than-temporary
          Form 10-K.
  Reinsurance
     16




---



##### Table of Contents



Reinsurer

A.M. Best Rating

Gross Amount Due(Dollars in thousands)Swiss Reinsurance American
    Corporation

A+ (Superior)

$
17,119MCCA

N/A(1)


7,589Platinum Reinsurance Company

A (Excellent)


4,702Folksamerica Reinsurance Company

A−
    (Excellent)


3,494General Reinsurance Corporation

A++ (Superior)


3,123Florida Hurricane Catastrophe Fund

N/A(1)


2,586QBE Reinsurance Corporation

A (Excellent)


1,777Rosemont Reinsurance Ltd.

N/R (2)


1,167All Other

A− or
    better


7,813Total



$
49,370     (1)
    
    The MCCA and the Florida Hurricane Catastrophe Fund do not
    receive A.M. Best ratings.(2)
    
    Rosemont Reinsurance is not formally followed by A.M. Best.           17




---



##### Table of Contents



case-by-case
 18




---



##### Table of Contents



Ratings
      Competition
  and/or
    Regulatory
    Environment
  General
     19




---



##### Table of Contents




    prior approval of the change in control of our company or our
    insurance companies;
    approval of the policy forms and premium rates of our insurance
    companies writing admitted business;
    standards of solvency, including statutory and risk-based
    capital requirements establishing the minimum amount of capital
    and surplus that must be maintained by our insurance companies;
    restrictions concerning which assets of our insurance companies
    are admissible for purposes of calculating their capital and
    surplus;
    licensing of insurers, their agents and various other
    insurance-related entities;
    advertising and marketing practices;
    restrictions on the nature, quality and concentration of the
    investments of our insurance companies;
    assessments by guaranty associations;
    restrictions on the ability of our insurance companies to pay
    dividends to North Pointe Financial, our stock holding company
    subsidiary;
    restrictions on transactions between our insurance companies and
    their affiliates;
    restrictions on the size of risks insurable under a single
    policy;
    rules requiring deposits for the benefit of policyholders;
    rules requiring certain methods of accounting;
    periodic examinations of our operations and finances;
    claims practices;
    rules prescribing the form and content of records of financial
    condition required to be filed; and
    rules requiring adequate reserves for unearned premium, losses
    and loss expense, or for other purposes.  Dividends
  Capital Constraints Form 10-K.
  Insolvency
    Funds and Associations; Mandatory Pools and Insurance
    Facilities
     20




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##### Table of Contents



and/or
      and/or
     21




---



##### Table of Contents



IRIS
    Ratios
        Ratio

Usual Range

North Pointe Casualty RatioChange in net premiums written

+33% to 33%


−54
%Two-year overall operating ratio

+100% to n/a


114
%Gross change in
    policyholders surplus

+50% to 10%


63
%           Ratio

Usual Range

Home Pointe Insurance RatioChange in net premiums written

+33% to 33%


1428
%Investment yield

+6.5% to +3%


7.8
%Gross change in
    policyholders surplus

+50% to 10%


67
%      22




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##### Table of Contents



Captive
    Insurance Company Regulation
  and/or
    Item 1A.
    RISK
    FACTORS  Our
    success depends on our ability to price accurately the risks we
    underwrite.
    
    the availability of sufficient reliable data and our ability to
    properly analyze available data;
    the uncertainties that inherently characterize estimates and
    assumptions;
    our selection and application of appropriate pricing
    techniques; and
    changes in applicable legal liability standards and in the civil
    litigation system.     23




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##### Table of Contents



Changes
    in regulation could adversely affect our business.
      Rule 690ER7-1 Rule 690ER7-1.
    If market
    conditions cause reinsurance to be more costly or unavailable,
    we may be required to bear increased risks or reduce the level
    of our underwriting commitment.
     24




---



##### Table of Contents



We are
    subject to comprehensive regulation that poses particular risks
    to our ability to earn profits.
      
    Required licensing.  Our insurance company
    subsidiaries operate under licenses issued by various state
    insurance agencies. If a regulatory authority were to deny or
    delay granting a new license, our ability to enter that market
    quickly or offer new insurance products in that market would be
    substantially impaired.
    Regulation of insurance rates and approval of policy
    forms.  The insurance laws of most states in which
    we operate require insurance companies to file insurance rate
    schedules and policy forms for review and approval. If rate
    increases we deem necessary are not approved by a state
    insurance agency, we may not be able to respond to market
    developments and increased costs in that state. Likewise, if
    insurance policy forms we seek to use are not approved by a
    state insurance agency, our ability to offer new products and
    grow our business in that state would be substantially impaired.
    For example, Florida legislation requires insurers to reduce
    rates by certain mitigation discounts for residential property
    coverages in which fixtures or construction techniques utilized
    by the insured have been demonstrated to reduce windstorm loss.
    Another example is recent Florida legislation that requires all
    residential property insurers to make a rate filing with the
    Florida Office of Insurance Regulation using a presumed factor
    which reflects the savings or reduction in loss exposure to the
    insurer due to the expanded FHCF coverage. These reduced rates
    apply to all policies issued or renewed on or after June 1,
    2007.
    Restrictions on cancellation, non-renewal or
    withdrawal.  Many states have laws and regulations
    restricting an insurance companys ability to cease or
    significantly reduce its sales of certain types of insurance in
    that state. These laws and regulations could limit our ability
    to exit or reduce our business in unprofitable markets or
    discontinue unprofitable products. For example, we experienced
    difficulty in exiting the California non-standard automobile
    insurance market in a timely manner due to regulatory
    constraints on our ability to cease renewing existing policies.
    Transactions between insurance companies and their
    affiliates.  Transactions between our subsidiary
    insurance companies and their affiliates generally must be
    disclosed to  and in some cases approved
    by  state insurance agencies. State insurance
    agencies may refuse to approve or delay their approval of a
    transaction, which may impact our ability to innovate or operate
    efficiently.  class-action
 25




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##### Table of Contents



Our
    financial results may be adversely affected by conditions in the
    states where our business is concentrated.
    Our
    results and financial condition may be adversely affected by our
    failure to establish adequate loss and loss adjustment expense
    reserves.
  Form 10-K.
  A
    reduction in our insurance company subsidiaries
    A.M. Best financial strength ratings could adversely affect
    our business and financial condition.
   26




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##### Table of Contents



We could
    incur significant losses or a shortage of liquidity if our
    reinsurers are unable to pay or do not pay our claims
    timely.
      We have a
    limited history writing homeowners insurance policies in
    Florida, and such business may not perform as we expect, which
    could adversely affect our business and financial
    condition.
   27




---



##### Table of Contents



We depend
    upon our network of independent agents for revenues and market
    opportunities, and our business may not continue to grow and may
    be materially and adversely affected if we cannot retain
    existing and attract new independent agents.
      Our
    failure to pay claims accurately could adversely affect our
    business, results of operations and capital.
    Implementation
    of our growth strategies is subject to numerous risks and
    difficulties.
    
    identify, recruit and integrate new independent agents;
    properly design and price new and existing products and programs;
    identify profitable new geographic markets and product lines to
    enter;
    obtain necessary licenses; 28




---



##### Table of Contents




    identify acquisition candidates and successfully execute and
    integrate acquisitions we undertake; and
    identify, hire and train new underwriting and claims handling
    employees.      Assessments
    and other surcharges for guaranty funds and mandatory
    reinsurance arrangements may reduce our profitability.
  Membership in Insolvency Funds and Associations; Mandatory
    Pools and Insurance Entities Form 10-K.
  Severe
    weather conditions and other catastrophes may result in an
    increase in the number and amount of claims that we
    incur.
     29




---



##### Table of Contents



Our
    business is cyclical, which affects our financial performance
    and may affect the market price of our common stock.
    Our
    business is seasonal, which affects our financial performance
    and may affect the market price of our common stock.
    Intense
    competition could adversely affect our results of
    operations.
    If we
    lose key personnel or are unable to recruit additional qualified
    personnel, our ability to implement our growth strategies could
    be hindered.
   30




---



##### Table of Contents



The
    success of certain of our product lines, including our bowling
    center insurance product line, depends upon our receipt of trade
    association endorsements, and we may not be able to retain
    existing endorsements or secure new endorsements.
    As a
    holding company, we depend on payments from our subsidiaries to
    satisfy our financial obligations.
    Our
    insurance company subsidiaries are subject to regulatory and
    other restrictions limiting their ability to pay dividends to
    us.
     31




---



##### Table of Contents



We are
    subject to other state laws and regulations that impose
    additional administrative burdens and risks that may also affect
    our ability to earn profits.
    
    the use of non-public consumer information and related privacy
    issues;
    the use of credit history in underwriting and rating;
    limitations on the ability to charge policy fees;
    limitations on types and amounts of investments;
    the payment of dividends;
    the acquisition or disposition of an insurance company or of any
    company controlling an insurance company;
    involuntary assignments of high-risk policies, participation in
    reinsurance facilities and underwriting associations,
    assessments and other governmental charges;
    reporting with respect to financial condition;
    periodic financial and market conduct examinations performed by
    state insurance department examiners; and
    with respect to our premium finance business, the federal
    Truth-in-Lending
    Act and similar state statutes. In states where premium finance
    statutes have not been enacted, we generally are subject to
    state usury laws that are applicable to consumer loans. State
    usury laws may limit the amount of interest we are allowed to
    charge our premium finance customers in these states.    Our
    insurance company subsidiaries, our premium finance subsidiary
    and our captive reinsurance subsidiary are subject to minimum
    capital and surplus requirements, and our failure to meet these
    requirements could subject us to regulatory action.
     32




---



##### Table of Contents



The
    outcome of current industry investigations and regulatory
    proposals could adversely affect our financial condition and
    results of operations.
    We may be
    subject to risks associated with our continued use of contingent
    commission arrangements with independent agents in
    Florida.
      Adverse
    securities market conditions could have a significant and
    negative impact on our investment portfolio.
   33




---



##### Table of Contents



We rely
    on our information technology and telecommunications systems,
    and the failure or disruption of these systems could disrupt our
    operations and adversely affect our results of
    operations.
  and/or
  Our
    failure to implement and maintain adequate internal controls in
    our business could have a material adverse effect on our
    business, financial condition, results of operations and stock
    price.
    Form 10-K.
  Failure
    to manage effectively the costs and administrative burdens of
    being a newly public company would adversely affect our business
    and results of operations.
    Employees
    Available
    Information
  www.sec.gov 1-800-SEC-0330.
 34




---



##### Table of Contents



Form 10-K, Form 10-Q, Form 8-K, http://www.npte.com/ (248) 358-1171.
  Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES.    Item 3.
    LEGAL
    PROCEEDINGS.    Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   35




---



##### Table of Contents



PART II  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS, AND ISSUER PURCHASES OF EQUITY
    SECURITIES.      Market Quotations2006 Quarter Ended

High


LowMarch 31

$
15.83


$
11.00June 30

$
13.55


$
6.73September 30

$
9.51


$
6.33December 31

$
10.81


$
8.90   2005 Quarter Ended

High


LowSeptember 30

$
12.45


$
11.60December 31

$
15.90


$
11.15       Rule 10b5-1
    Form S-1 No. 333-122220)
 36




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##### Table of Contents



Form S-1 No. 333-122220),
  Item 6.
    SELECTED
    FINANCIAL DATA.      Form 10-K.
 37




---



##### Table of Contents



North
    Pointe Holdings Corporation and Predecessor
    Five Year Selected Financial Data
  North Pointe Holdings Corporation



Predecessor CompaniesAs of and forthe PeriodFrom



As of and forJune 26, 2002



the PeriodThrough



EndedAs of and for the Years Ended December 31,


December 31,



June 25,2006


2005(1)


2004(2)


2003


2002



2002(Dollars in thousands, except per share and ratio data)Statements of Operations
    Data:Revenues:Direct premiums written

$
114,544


$
111,483


$
94,548


$
88,036


$
38,757



$
38,667Assumed premiums written


10



613



1,913



167



73




154Gross premiums written


114,554



112,096



96,461



88,203



38,830




38,821Net premiums written


77,651



87,133



80,493



76,224



29,674




30,023Net premiums earned

$
80,235


$
84,736


$
76,957


$
68,740


$
23,815



$
31,078Investment income, net of
    investment expenses


6,534



4,003



2,377



2,174



1,452




1,822Net realized capital gains (losses)


(231
)


(168
)


886



1,264



976




(108
)Other income


1,883



1,903



2,222



2,047



1,155




1,424Gains on sales of businesses(3)










4,285



200








Total revenues


88,421



90,474



86,727



74,425



27,398




34,216Expenses:Loss and loss adjustment expenses,
    net


35,375



44,003



41,503



33,141



14,827




17,712Policy acquisition costs


22,010



21,779



18,687



17,409



1,640




7,584Other underwriting and operating
    expenses


22,300



17,855



13,730



13,159



6,345




9,362Interest expense


1,710



959



763



422



329




28Total expenses


81,395



84,596



74,683



64,131



23,141




34,686Income (loss) before federal income
    tax expense (benefit) and extraordinary items


7,026



5,878



12,044



10,294



4,257




(470
)Federal income tax expense (benefit)


2,350



2,028



3,516



3,725



1,451




(69
)Income (loss) before extraordinary
    items


4,676



3,850



8,528



6,569



2,806




(401
)Extraordinary items(4)










2,905







10,860




Net income (loss)

$
4,676


$
3,850


$
11,433


$
6,569


$
13,666



$
(401
)Earnings Per Share
    Data:Income before extraordinary items:Basic

$
0.51


$
0.64


$
1.50


$
1.16


$
0.96



$
Diluted


0.51



0.64



1.46



0.90



0.75




Net income:Basic


0.51



0.64



2.07



1.16



4.76




Diluted


0.51



0.64



1.95



0.90



3.63




Balance Sheet Data:Cash and investments

$
165,837


$
142,691


$
115,026


$
98,115


$
91,978



$
87,316Total assets


257,577



275,036



205,079



165,433



165,191




165,680Losses and loss adjustment expenses


89,755



117,778



96,561



76,319



82,949




84,197Debt


23,131



5,026



20,062



10,848



12,313




1,060Total liabilities


169,342



192,809



170,387



137,340



142,525




131,905Redeemable preferred stock














2,000



2,000




Shareholders equity


88,235



82,227



34,692



26,093



20,666




33,775Combined statutory capital and
    surplus(5)


91,009



69,736



47,900



29,706



29,107




22,352Book value per share(6)

$
9.67


$
9.02


$
7.10


$
5.01


$
3.74




Key Financial Ratios:Loss ratio(7)


43.1
%


50.8
%


52.4
%


46.8
%


59.4
%



54.5
%Expense ratio(8)


54.0
%


45.7



41.0



43.2



32.0




52.1Combined ratio(9)


97.1
%


96.5



93.4



90.0



91.4




106.6  38




---



##### Table of Contents



(1)
    
    Of our gross premiums written in 2005, $28.7 million was
    attributable to our new Florida homeowners business. We expect
    that a significant component of our gross premiums written
    relating to this business will continue to occur in the first
    quarter of every year, but these premiums will be earned over
    the respective terms of the individual policies.Our results of the year ended December 31, 2005 include
    $14.8 million of pre-tax expenses ($9.8 million after
    tax) related to four hurricanes that struck Florida and the Gulf
    coast in 2005. Of this $14.8 million, $11.8 million
    was attributable to losses and loss adjustment expenses related
    to policyholder claims (after the effect of reinsurance). The
    remaining $3.0 million of the $14.8 million in
    hurricane related expenses was attributable to additional
    reinsurance costs, or reinstatement premiums, we incurred
    relating to our catastrophe reinsurance coverage after each
    hurricane, which costs were recorded as a reduction in our net
    premiums earned. Our loss ratio increased from 35.7% to 50.8% as
    a result of these hurricanes.(2)
    
    Our results for the year ended December 31, 2004 include
    $7.3 million of pre-tax expenses ($4.8 million after
    tax) related to four hurricanes that struck Florida in 2004. Of
    this $7.3 million, $6.2 million was attributable to
    losses and loss adjustment expenses related to policyholder
    claims (after the effect of reinsurance). The remaining
    $1.1 million of the $7.3 million in hurricane-related
    expenses was attributable to additional reinsurance costs we
    incurred relating to our catastrophe reinsurance coverage after
    each hurricane, which costs were recorded as a reduction in our
    net premiums earned. Our loss ratio increased from 44.0% to
    52.4% as a result of these hurricanes.(3)
    
    The gains on sales of businesses in 2004 was generated by a
    $4.0 million gain on the sale of the renewal policy rights
    relating to our non-standard personal automobile insurance line
    and a $285,000 gain on the sale of our renewal rights relating
    to approximately 100 liquor liability policies. The $200,000
    gain on sales of businesses in 2003 was generated by a gain on
    the sale of Universal Fire & Casualty.(4)
    
    Extraordinary items reflect income generated through the
    recognition of negative goodwill resulting from acquisitions of
    companies purchased for less than the aggregate fair value of
    their net assets. We acquired Queensway International
    (subsequently renamed North Pointe Casualty Insurance Company)
    on February 28, 2004 for $11.0 million, resulting in
    an extraordinary gain of $2.9 million. We acquired the
    Predecessor Companies on June 26, 2002 for
    $23.0 million, resulting in an extraordinary gain of
    $10.9 million.(5)
    
    In 2006, we contributed a total of $9.0 million to our
    insurance company subsidiaries. $5.0 million was
    contributed to North Pointe Casualty and $4.0 million was
    contributed to Home Pointe Insurance.In 2005, we contributed a total of $24.9 million into our
    insurance company subsidiaries, net of dividends received, of
    which $6.8 million, $5.6 million, $7.5 million
    and $5.0 million was contributed to North Pointe Insurance,
    North Pointe Casualty, Home Pointe Insurance and Midfield,
    respectively. These contributions were funded from initial
    public offering proceeds, holding company funds and new debt.As of December 31, 2004, combined statutory capital and
    surplus included $15.0 million for North Pointe Casualty,
    which was acquired in February 2004 utilizing a combination of
    holding company funds and new debt.(6)
    
    Book value per share equals the quotient obtained by dividing
    shareholders equity by the number of shares of common
    stock outstanding.(7)
    
    Loss ratio is the ratio (expressed as a percentage) of losses
    and loss adjustment expenses incurred divided by the sum of net
    premiums earned, installment fees and other income.(8)
    
    Expense ratio is the ratio (expressed as a percentage) of
    commissions and operating expenses divided by the sum of net
    premiums earned, installment fees and other income.(9)
    
    Combined ratio is the sum of the loss ratio and the expense
    ratio. 39




---



##### Table of Contents



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION.  The discussion and analysis of our financial condition and
    results of operations contained herein should be read in
    conjunction with our consolidated financial statements and
    accompanying notes which appear elsewhere in this report. It
    contains forward-looking statements that involve risks and
    uncertainties. Please see Note on Forward-Looking
    Statements for more information. Our actual results could
    differ materially from those anticipated in these
    forward-looking statements as a result of various factors,
    including those discussed below and elsewhere in this report.
  Note on
    Forward-Looking Statements
    
    the availability and pricing of reinsurance and the potential
    for non-payment or delay in payment by reinsurers;
    our ability to accurately price the risks we underwrite;
    the establishment of adequate loss and loss adjustment expense
    reserves;
    possible assessments for guaranty funds, other insurance-related
    assessments and mandatory reinsurance arrangements and our
    ability to recover such assessments through future surcharges or
    other rate changes;
    retention and recruiting of independent agents and the potential
    loss of key personnel;
    failure to pay claims accurately;
    risks associated with high concentration of our business in
    certain geographic markets;
    inability to implement our growth strategies;
    the occurrence of severe weather conditions and other
    catastrophes;
    the cyclical and seasonal nature of the industries within which
    we operate;
    intense competition with other insurance companies;
    our ability to obtain and retain trade association endorsements;
    performance of our various operating subsidiaries and
    restrictions that may limit the ability of our subsidiaries to
    pay dividends to North Pointe Holdings;
    existing and future regulations by the local, state and federal
    governments;
    the compliance of our insurance company subsidiaries with
    minimum capital and surplus requirements;
    ratings of our insurance company subsidiaries by A.M. Best;
    the outcome of current industry investigations and potential
    regulation limiting the use of undisclosed contingent commission
    arrangements with independent agents;
    adverse market conditions that could negatively impact our
    investment portfolio;
    reliance on information technology and telecommunication systems; 40




---



##### Table of Contents




    our limited history writing homeowners insurance policies to
    homeowners in Florida;
    changes in insurance-related laws and regulations;
    our ability to implement and maintain adequate internal controls
    in our business; and
    other risks that we identify in past and future filings with the
    Securities and Exchange Commission, including without limitation
    the risks described herein, and in future filings, under the
    caption Risk Factors.  Form 10-K
  Overview
                 41




---



##### Table of Contents



30-year,
    Critical
    Accounting Estimates
   42




---



##### Table of Contents



Estimation
    of Unpaid Loss and Loss Adjustment Expense
    Reserves
          Form 10-K.
  Federal
    Income Tax Expense
    Accounting
    for Income Taxes
    (SFAS 109).
 43




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##### Table of Contents



Other-Than-Temporary
    Impairment of Investments
  other-than-temporary
      other-than-temporary
    Form 10-K.
  Fair
    Value of Net Assets Acquired
    Form 10-K.
 44




---



##### Table of Contents



Reinsurance
    Recoverables
    Results
    of Operations
    North Pointe Holdings CorporationYears Ended December 31,2006


2005


2004(Dollars in thousands, except ratio data)Gross premiums written:Commercial lines

$
81,901


$
78,551


$
73,387Personal lines


32,653



33,545



23,074Total gross premiums written

$
114,554


$
112,096


$
96,461Net premiums written:Commercial lines

$
56,140


$
63,289


$
61,394Personal lines


21,511



23,844



19,099Total net premiums written

$
77,651


$
87,133


$
80,493Revenues:Net premiums earned:Commercial lines

$
59,456


$
61,066


$
55,335Personal lines


20,779



23,670



21,622Total net premiums earned


80,235



84,736



76,957Investment income, net


6,534



4,003



2,377Net realized capital (losses) gains


(231
)


(168
)


886Other income


1,883



1,903



2,222Gains on sales of businesses










4,285Total revenues


88,421



90,474



86,727Expenses:Losses and loss adjustment
    expenses, net


35,375



44,003



41,503Policy acquisition costs


22,010



21,779



18,687Other underwriting and operating
    expenses


22,300



17,855



13,730Interest expenses


1,710



959



763Total expenses


81,395



84,596



74,683 45




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##### Table of Contents



North Pointe Holdings CorporationYears Ended December 31,2006


2005


2004(Dollars in thousands, except ratio data)Income before federal income tax
    expense and extraordinary items


7,026



5,878



12,044Federal income tax expense


2,350



2,028



3,516Income before extraordinary items


4,676



3,850



8,528Extraordinary items










2,905Net income

$
4,676


$
3,850


$
11,433Loss ratio:Commercial lines


39.9
%


47.8
%


50.9
%Personal lines


55.9



62.5



61.7Consolidated


43.1



50.8



52.4Expense ratio


54.0



45.7



41.0Combined ratio


97.1



96.5



93.4   Gross
    Premiums Written
    Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
       46




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##### Table of Contents



Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
      Net
    Premiums Written
  Form 10-K.
  Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
    Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
 47




---



##### Table of Contents



Net
    Premiums Earned
    Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
  Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
    Year Ended December 31,2006


2005


2004(Dollars in thousands)Gross premiums earned:Commercial lines

$
85,043


$
75,684


$
66,601Personal lines


31,892



33,962



26,141Total


116,935



109,646



92,742Ceded premiums earned:Commercial lines


25,587



14,618



11,266Personal lines


11,113



10,292



4,519Total


36,700



24,910



15,785Net premiums earned:Commercial lines


59,456



61,066



55,335Personal lines


20,779



23,670



21,622Total

$
80,235


$
84,736


$
76,957   Net
    Investment Income
    Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
   48




---



##### Table of Contents



Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
    Net
    Realized (Losses) Gains on Investments
    Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
  Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
  Other
    Income
    Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
  Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
  Losses
    and Loss Adjustment Expenses
   49




---



##### Table of Contents



Form 10-K.
  Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
          2006


2005


2004Commercial lines loss ratios
    before effects of hurricane losses and reserve development


47.7
%


44.0
%


48.5
%Decrease in loss ratios
    attributable to reserve development


(6.6
)


(5.7
)


(9.8
)(Decrease) Increase in loss ratios
    attributable to hurricane losses


(1.2
)


9.5



12.2Total commercial lines loss ratios


39.9
%


47.8
%


50.9
%    50




---



##### Table of Contents



non-catastrophic
      2006


2005


2004Personal lines loss ratios before
    effects of hurricane losses and reserve development


49.5
%


39.2
%


64.3
%Increase (Decrease) in loss ratios
    attributable to reserve development


7.0



(8.3
)


(2.6
)(Decrease) Increase in loss ratios
    attributable to hurricane losses


(0.6
)


31.6



Total personal lines loss ratios


55.9
%


62.5
%


61.7
%     Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
         51




---



##### Table of Contents



Policy
    Acquisition Costs
    Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
  Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
  Other
    Underwriting and Operating Expenses
    Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
  Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
  Interest
    Expense
  Year Ended December 31, 2006 as Compared to Year Ended
    December 31, 2005.
 52




---



##### Table of Contents



Year Ended December 31, 2005 as Compared to Year Ended
    December 31, 2004.
  Federal
    Income Tax Expense
  Year Ended December 31, 2006. Accounting
    for Income Taxes
    (SFAS 109).
  Year Ended December 31, 2005.
    Net OperatingLossesCarried



Year ofForward

Year Originated

Expiration(Dollars in thousands)$214

1997

20111,382

1999

20181,392

2000

20193,693

2001

2020$6,681  53




---



##### Table of Contents



Liquidity
    and Capital Resources
  Sources
    and Uses of Funds
   Capital
    Constraints
             54




---



##### Table of Contents



Cash
    Flows
                12-month
 55




---



##### Table of Contents



Form 10-K.
  Capital
    Constraints
  Writings to Surplus Ratios: writings-to-capital premiums-to-capital premiums-to-capital
    Risk Based Capital:
  Regulations on Dividends Paid by Insurance
    Companies: writings-to-surplus
   56




---



##### Table of Contents




    The larger of (1) the lesser of 10% of the insurers
    surplus or net income (not including realized capital gains)
    plus a two-year carryforward; (2) 10% of surplus, with
    dividends payable constrained to unassigned funds minus 25% of
    unrealized capital gains; or (3) the lesser of 10% of
    surplus or net investment income plus a three-year carryforward
    with dividends payable constrained to unassigned funds minus 25%
    of unrealized capital gains. This threshold applies if the
    insurer does not provide prior notice of the dividend to the
    Florida insurance regulator and does not certify that, following
    payment of the dividend, the insurers surplus will equal
    or exceed 115% of the surplus required under applicable Florida
    statutes.
    The larger of (1) 10% of the insurers surplus derived
    from realized net operating profits on its business and net
    realized capital gains; or (2) the insurers entire
    net operating profits and realized net capital gains derived
    during the immediately preceding calendar year. This threshold
    applies if the insurer provides prior notice of the dividend to
    the Florida insurance regulator, which notice certifies that,
    following payment of the dividend, the insurers surplus
    will equal or exceed 115% of the surplus required under the
    applicable Florida statutes.      Outstanding
    Debt
  Senior Credit Facility.
       57




---



##### Table of Contents




    adjusted capital and surplus will be in excess of 215% of
    authorized control level risk-based capital as of each fiscal
    year end;
    there shall be no more than four IRIS calculations that result
    in unusual values at each fiscal year end;
    the ratio of net premiums written to statutory capital and
    surplus will not exceed more than 4.0 to 1.0 in the case of
    North Pointe Casualty Insurance Company and Home Pointe
    Insurance Company and 2.5 to 1.0 in the case of North Pointe
    Insurance Company; and
    the ratio of gross premiums written to statutory surplus will
    not exceed more than 10.0 to 1.0 in the case of North Pointe
    Casualty Insurance Company and Home Pointe Insurance Company and
    3.0 to 1.0 in the case of North Pointe Insurance Company.    Mortgage Obligation.
  Issuance
    of Trust Preferred Securities
  30-year,
         58




---



##### Table of Contents



Contractual
    Obligations and Commitments
    2011 and2007


2008


2009


2010


thereafter


Total(Dollars in thousands)Junior subordinated debt

$
1,794


$
1,794


$
1,794


$
1,794


$
65,728


$
72,904Senior credit facility


94



94



47











235Mortgage obligation


267



267



267



267



2,032



3,100Operating leases


925



840



692



262



101



2,820Unpaid loss and losses adjustment
    expense


35,697



24,131



12,330



8,350



9,247



89,755Commitment to purchase other
    investments


1,964



















1,964Total

$
40,741


$
27,126


$
15,130


$
10,673


$
77,108


$
170,778     Effects
    of New Accounting Pronouncements
  The Fair
    Value Option for Financial Assets and Financial Liabilities
  Fair
    Value Measurements,
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
 59




---



##### Table of Contents



Accounting
    for Income Taxes
    (SFAS 109).
  Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Interest
    Rate Risk
      Hypothetical PercentageEstimated


Increase (Decrease) inHypothetical Change in Interest Rates

Estimated


Change in





ShareholdersAs of December 31, 2006

Fair Value


Fair Value


Fair Value


Equity(Dollars in thousands)200 basis point increase

$
99,446


$
(7,888
)


(7.3
)%


(5.9
)%100 basis point increase


103,384



(3,950
)


(3.7
)%


(3.0
)%No change


107,334







0.0
%


0.0
%100 basis point decrease


111,129



3,795



3.5
%


2.8
%200 basis point decrease


114,636



7,302



6.8
%


5.5
%   Credit
    Risk
   60




---



##### Table of Contents



Effects
    of Inflation
   61




---



##### Table of Contents



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.   62




---



##### Table of Contents



North
    Pointe Holdings Corporation
  Unaudited
    Consolidated Quarterly Results of Operations
    period-to-period
  Quarters EndedDecember 31,


September 30,


June 30,


March 31,


December 31,


September 30,


June 30,


March 31,2006


2006


2006


2006


2005


2005


2005


2005(Dollars in thousands, except per share and ratio data)(Unaudited)Statement of Operations
    Data:Revenues:Gross premiums written

$
24,129


$
22,675


$
22,182


$
45,568


$
25,405


$
18,433


$
22,437


$
45,821Net premiums written

$
16,913


$
8,713


$
14,869


$
37,156


$
14,990


$
12,579


$
17,898


$
41,666Net premiums earned

$
18,919


$
19,909


$
21,216


$
20,191


$
17,892


$
21,652


$
23,057


$
22,135Investment income, net


1,779



1,755



1,702



1,298



1,248



1,067



926



762Net realized capital gains (losses)


35



81



22



(369
)


(14
)


75



(96
)


(133
)Other income


592



404



434



453



429



695



436



343Total revenues


21,325



22,149



23,374



21,573



19,555



23,489



24,323



23,107Expenses:Losses and loss adjustment
    expenses, net


8,058



7,295



10,528



9,494



13,647



11,991



9,274



9,091Policy acquisition costs


5,234



5,483



5,646



5,647



4,670



5,844



5,236



6,029Other underwriting and operating
    expenses


6,945



5,664



5,985



3,706



5,475



4,686



3,829



3,865Interest expense


503



496



462



249



75



390



264



230Total expenses


20,740



18,938



22,621



19,096



23,867



22,911



18,603



19,215Income (loss) before federal income
    tax expense (benefit)


585



3,211



753



2,477



(4,312
)


578



5,720



3,892Federal income tax expense (benefit)


171



1,045



284



850



(1,516
)


67



2,131



1,346Net income (loss)

$
414


$
2,166


$
469


$
1,627


$
(2,796
)

$
511


$
3,589


$
2,546Earnings Per Share
    Data:Net income (loss):Basic(1)


0.05



0.24



0.05



0.18



(0.31
)


0.10



0.73



0.52Diluted(1)


0.05



0.24



0.05



0.18



(0.31
)


0.10



0.73



0.52Key Financial Ratios:Loss ratio


41.3
%


35.9
%


48.6
%


46.0
%


74.5
%


53.7
%


39.5
%


40.4
%Expense ratio


62.4



54.9



53.7



45.3



55.4



47.1



38.6



44.0Combined ratio


103.7



90.8



102.3



91.3



129.9



100.8



78.1



84.4    (1)
    Earnings per share are computed independently for each quarter
    and the full year based upon respective average shares
    outstanding. Therefore, the sum of the quarterly earnings per
    share amounts may not equal the annual amounts reported. 63




---



##### Table of Contents



Item 9.
    CHANGE
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.  Form 8-K
  Item 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation
    of Disclosure Controls and Procedures
    Rule 13a-15(b),
  Changes
    in Internal Controls over Financial Reporting
   PART III*  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    Item 11.
    EXECUTIVE
    COMPENSATION.    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.    Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.   64




---



##### Table of Contents



Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.    Form 10-K
 PART IV  Item 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.   65




---



##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS
  PageNorth Pointe Holdings
    Corporation and Subsidiaries Consolidated Financial
    StatementsReports of
    Independent Registered Public Accounting Firms


67, 68Consolidated
    Balance Sheets as of December 31, 2006 and 2005


69Consolidated
    Statements of Income for the Years Ended December 31, 2006,
    2005, and 2004


70Consolidated
    Statements of Shareholders Equity and Comprehensive Income
    for the Years Ended December 31, 2006, 2005, and
    2004


71Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005, and 2004


72Notes to
    Consolidated Financial Statements


73Financial Statement
    SchedulesSchedule
    I  Summary of Investments  Other than
    Investments in Related Parties


103Schedule II 
    Condensed Financial Information of Registrant


104Schedule III 
    Supplementary Insurance Information


109Schedule
    IV  Reinsurance


112Schedule
    VI  Supplemental Information Concerning
    Property  Casualty Insurance Operations


113  66




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                67




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  
    
  
 68




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Consolidated
    Balance Sheets
 As of
    December 31, 2006 and 2005
  2006


2005(Dollars in thousands, except share data)ASSETSInvestmentsDebt securities, available for
    sale, at fair value (amortized cost of $108,911 and $100,337 in
    2006 and 2005, respectively)

$
107,334


$
98,018Common stocks, at fair value (cost
    of $9,302 and $8,681 in 2006 and 2005, respectively)


11,376



10,001Other investment


1,088



553Total investments


119,798



108,572Cash and cash equivalents


46,039



34,119Accrued investment income


1,236



840Premiums and agent balances
    receivable, net


18,088



21,324Reinsurance recoverables on:Paid losses


4,168



11,470Unpaid losses


33,321



65,989Prepaid reinsurance premiums


11,881



7,424Deferred policy acquisition costs


8,848



9,578Deferred federal income taxes, net


5,061



5,843Federal income tax recoverable


523



2,199Fixed assets, net of accumulated
    depreciation


5,946



4,990Prepaid expenses and other assets


2,668



2,688Total assets

$
257,577


$
275,036LIABILITIES, REDEEMABLE
    PREFERRED STOCK AND SHAREHOLDERS EQUITYLIABILITIESUnpaid losses and loss adjustment
    expenses

$
89,755


$
117,778Unearned premiums


42,320



44,701Debt


23,131



5,026Amounts due to reinsurers


1,930



3,048Accrued expenses and other
    liabilities


7,236



15,160Premiums in advance


4,970



7,096Total liabilities


169,342



192,809Commitments and contingent
    liabilitiesShareholders equityCommon stock, no par value;
    50,000,000 shares authorized; 9,122,687 and 9,116,687
    issued and outstanding in 2006 and 2005, respectively


50,578



50,233Preferred stock, no par value;
    5,000,000 shares authorized; and 0 shares issued and
    outstanding in 2006 and 2005, respectively






Retained earnings


37,329



32,653Accumulated other comprehensive
    income (loss):Net unrealized gains (losses) on
    investments, net of deferred federal income tax (expense)
    benefit of ($169) and $340, respectively


328



(659
)Total shareholders equity


88,235



82,227Total liabilities and
    shareholders equity

$
257,577


$
275,036    69




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Consolidated
    Statements of Income
 For the
    Years Ended December 31, 2006, 2005 and 2004
  2006


2005


2004(Dollars in thousands, except share data)RevenuesDirect premiums written

$
114,544


$
111,483


$
94,548Assumed premiums written


10



613



1,913Gross premiums written


114,554



112,096



96,461Premiums ceded


(36,903
)


(24,963
)


(15,968
)Net premiums written


77,651



87,133



80,493Decrease/(increase) in unearned
    premiums


2,584



(2,397
)


(3,536
)Net premiums earned


80,235



84,736



76,957Investment income, net of
    investment expenses


6,534



4,003



2,377Net realized capital (losses) gains


(231
)


(168
)


886Other income


1,883



1,903



2,222Gains on sales of businesses










4,285Total revenues


88,421



90,474



86,727ExpensesLosses and loss adjustment
    expenses, net


35,375



44,003



41,503Policy acquisition costs


22,010



21,779



18,687Other underwriting and operating
    expenses


22,300



17,855



13,730Interest expense


1,710



959



763Total expenses


81,395



84,596



74,683Income before federal income tax
    expense and extraordinary item


7,026



5,878



12,044Federal income tax expense


2,350



2,028



3,516Income before extraordinary item


4,676



3,850



8,528Extraordinary item










2,905Net income

$
4,676


$
3,850


$
11,433Earnings Per ShareBasicIncome before extraordinary item

$
0.51


$
0.64


$
1.50Extraordinary item










0.57Net income

$
0.51


$
0.64


$
2.07DilutedIncome before extraordinary item

$
0.51


$
0.64


$
1.46Extraordinary item










0.49Net income

$
0.51


$
0.64


$
1.95Weighted average number of
    sharesBasic


9,114,452



6,014,050



5,052,171Diluted


9,116,516



6,014,218



5,860,580    70




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
 Consolidated
    Statements of Shareholders Equity and Comprehensive
    Income
    Years Ended December 31, 2006, 2005 and 2004 AccumulatedOtherCommon


Retained


ComprehensiveStock


Earnings


Income (Loss)


Total(Dollars in thousands)Balances, January 1,
    2004

$
6,185


$
19,538


$
370


$
26,093Issuance of stock


95











95Purchase and retirement of common
    stock


(400
)


(1,200
)






(1,600
)Purchase and retirement of
    preferred stock






(888
)






(888
)Preferred stock dividends






(80
)






(80
)Comprehensive income:Net income






11,433







11,433Unrealized losses on investments,
    net of deferred federal income tax benefit of $187










(361
)


(361
)Total comprehensive income














11,072Balances, December 31,
    2004

$
5,880


$
28,803


$
9


$
34,692Issuance of stock


44,270











44,270Stock-based employee compensation


83











83Comprehensive income:Net income






3,850







3,850Unrealized losses on investments,
    net of deferred federal income tax benefit of $343










(668
)


(668
)Total comprehensive income














3,182Balances, December 31,
    2005

$
50,233


$
32,653


$
(659
)

$
82,227Issuance of stock


48











48Stock-based employee compensation


297











297Comprehensive income:Net income






4,676







4,676Unrealized gains on investments,
    net of deferred federal income tax expense of $509










987



987Total comprehensive income














5,663Balances, December 31,
    2006

$
50,578


$
37,329


$
328


$
88,235    71




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Consolidated
    Statements of Cash Flows
 Years
    Ended December 31, 2006, 2005 and 2004
  For the Years Ended December 31,2006


2005


2004(Dollars in thousands)Cash flows from operating
    activitiesNet income

$
4,676


$
3,850


$
11,433Adjustments to reconcile net income
    to cash provided by operating activities Extraordinary item










(2,905
)Depreciation and amortization


923



642



510Bad debt expense


700



(71
)


Net loss (gain) on sales and other
    dispositions of investments


231



168



(886
)Net gains on sales of businesses










(4,285
)Stock compensation expense


345



82



Deferred federal income tax expense


273



365



976Change in assets and liabilities:Premiums and agents balances
    receivable, net


2,536



(3,834
)


1,224Accrued investment income


(396
)


(265
)


(96
)Reinsurance recoverable, net


38,852



(30,874
)


(19,076
)Prepaid reinsurance premiums


(4,457
)


(1,873
)


(183
)Deferred policy acquisition costs


730



215



(2,620
)Prepaid expenses and other assets


1,312



1,451



(63
)Losses and loss adjustment expenses


(28,023
)


21,217



12,360Unearned premiums


(2,381
)


2,450



3,719Accrued expenses and other
    liabilities


(7,790
)


8,664



(251
)Premiums in advance


(2,125
)


6,168



282Federal income tax (recoverable)
    payable


1,675



(3,531
)


46Net cash provided by operating
    activities


7,081



4,824



185Cash flows from investing
    activitiesProceeds from maturities of debt
    securities


9,621



6,723



28,168Proceeds from sales of debt
    securities


29,313



35,334



13,213Proceeds from sales of equity
    securities


4,582



4,203



9,175Proceeds from sales of businesses










4,285Purchases of debt securities


(48,527
)


(66,368
)


(42,621
)Purchases of equity securities


(4,743
)


(4,164
)


(10,765
)Purchases of other investments


(535
)


(553
)


Purchases of subsidiaries, net of
    cash acquired of $168 and $14,376 in 2005 and 2004, respectively






(1,386
)


3,255Purchases of fixed assets


(1,666
)


(742
)


(579
)Capital Contribution to NP Capital
    Trust I


(620
)






Net cash (used in) provided by
    investing activities


(12,575
)


(26,953
)


4,131Cash flows from financing
    activitiesProceeds from issuance of common
    stock, net






44,270



95Purchase and retirement of common
    stock










(1,600
)Purchase and retirement of
    preferred stock










(2,888
)Proceeds from issuance of debt (net
    of $690 of issuance costs paid in 2006)


21,874



38,014



22,059Repayments of bank debt


(4,460
)


(55,714
)


(12,845
)Preferred dividends paid










(80
)Net cash provided by financing
    activities


17,414



26,570



4,741Increase in cash and cash
    equivalents


11,920



4,441



9,057Cash and cash
    equivalentsBeginning of year


34,119



29,678



20,621End of year

$
46,039


$
34,119


$
29,678Supplemental cash flow
    information  cash paid during the year forInterest

$
1,674


$
1,074


$
630Federal income taxes


402



5,194



2,493Supplemental disclosure of
    noncash investing activitiesLiabilities assumed in purchase of
    subsidiaries






2,663



8,135    72




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes
    to Consolidated Financial Statements
  1.
    Description
    of Business                       73




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Acquisition
    Activities
  North
    Pointe Casualty
          (Dollars inthousands)Cash and investments

$
19,436Reinsurance recoverables


1,939Other assets


786Total assets


22,161Losses and loss adjustment expenses


7,882Other liabilities


253Total liabilities


8,135Net assets acquired


14,026Purchase price and acquisition
    expenses


11,121Net assets in excess of purchase
    price  negative goodwill

$
2,905  74




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (Dollars inthousands, exceptper share data)Total revenues

$
86,761Income before extraordinary item

$
8,028Net income

$
10,933Diluted income per common share
    before extraordinary item

$
1.37Diluted net income per common share

$
1.87   Florida
    Homeowners Insurance Business
    Northwestern
    Zodiac
     75




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     (Dollars inthousands)Cash

$
168Prepaid expenses


76Building and land


3,972Total assets


4,216Mortgage loan


2,663Net assets acquired


1,553Purchase price and acquisition
    costs


1,553Net assets in excess of purchase
    price and acquisition costs

$
     Sales of
    Businesses
      2.
    Public
    Offering and Use of Proceeds      3.
    Summary
    of Significant Accounting Policies  Basis
    of Financial Presentation and Principles of
    Consolidation
   76




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Investments
  available-for-sale Available-for-sale Available-for-sale
        Cash
    and Cash Equivalents
    Premiums
    and Agents Balances Receivable
    Deferred
    Policy Acquisition Costs
   77




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Property
    and Equipment
    December 31,2006


2005(Dollars in thousands)Land

$
630


$
630Building


3,342



3,342Computer Equipment


1,491



999Furniture and Fixtures


469



186Leasehold Improvements


834



357Office Equipment


415



57Automobiles


164



1347,345



5,705Accumulated depreciation and
    amortization


1,399



715Property and equipment, net

$
5,946


$
4,990   Unpaid
    Losses and Loss Adjustment Expenses and Reinsurance
    Recoverables
      Reinsurance
    Stock-Based
    Compensation
   78




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Revenue
    Recognition
          Segment
    Reporting
    Federal
    Income Taxes
      Earnings
    Per Share
    Use of
    Estimates
    other-than-temporary
 79




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   4.
    Investments    Cost or


Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair Value(Dollars in thousands)December 31,
    2006U.S. government and agency
    securities

$
30,684


$
142


$
300


$
30,526Foreign government securities


308







8



300Corporate bonds


30,087



35



701



29,421Municipal securities


7,003



34



2



7,035Mortgage-backed securities


33,058



112



810



32,360Asset-backed securities


7,771



10



89



7,692Total debt securities


108,911



333



1,910



107,334Common stocks


9,302



2,123



49



11,376Total

$
118,213


$
2,456


$
1,959


$
118,710December 31,
    2005U.S. government and agency
    securities

$
21,113


$
7


$
448


$
20,672Foreign government securities


575







14



561Corporate bonds


32,366



3



860



31,509Mortgage-backed securities


33,735



10



898



32,847Asset-backed securities


12,548



18



137



12,429Total debt securities


100,337



38



2,357



98,018Common stocks


8,681



1,464



144



10,001Total

$
109,018


$
1,502


$
2,501


$
108,019     2006


2005


2004(Dollars in thousands)Net unrealized (losses) gains at
    beginning of year

$
(659
)

$
9


$
370Increase in net unrealized gains
    (losses):Debt securities


742



(1,422
)


(593
)Preferred stock










9Common stock


754



411



36Net (increase) decrease in
    deferred federal income tax expense


(509
)


343



187Increase (decrease) in net
    unrealized gains, net of deferred taxes


987



(668
)


(361
)Net unrealized gains (losses) at
    end of year

$
328


$
(659
)

$
9  80




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Less than 12 Months


12 Months or More


TotalGross





Gross





GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Loss


Value


Loss


Value


Loss(Dollars in thousands)December 31,
    2006U.S. government and agency
    securities

$
2,062


$
6


$
16,670


$
294


$
18,732


$
300Foreign government securities










299



9



299



9Corporate bonds


3,416



25



22,272



675



25,688



700Municipal securities


1,426



2











1,426



2Mortgage-backed securities


1,164



5



26,248



805



27,412



810Asset-backed securities


73







6,007



89



6,080



89Total debt securities

$
8,141


$
38


$
71,496


$
1,872


$
79,637


$
1,910Equity securities

$
761


$
44


$
40


$
5


$
801


$
49December 31,
    2005U.S. government and agency
    securities

$
11,858


$
198


$
7,221


$
250


$
19,079


$
448Foreign government securities


306



5



255



9



561



14Corporate bonds


18,543



413



11,816



447



30,359



860Mortgage-backed securities


19,911



381



12,384



517



32,295



898Asset-backed securities


11,306



137











11,306



137Total debt securities

$
61,924


$
1,134


$
31,676


$
1,223


$
93,600


$
2,357Equity securities

$
1,583


$
94


$
225


$
50


$
1,808


$
144       other-than-temporarily
 81




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Amortized


FairCost


Value(Dollars in thousands)Due within one year

$
5,058


$
5,017Due after one year through five
    years


39,331



38,849Due after five years through ten
    years


23,552



23,285Due after ten years


141



131Mortgage-backed securities


33,058



32,360Asset-backed securities


7,771



7,692Total debt securities

$
108,911


$
107,334     2006


2005


2004(Dollars in thousands)Interest income fromDebt securities

$
4,629


$
3,808


$
2,159Cash and cash equivalents


2,225



605



353Dividends fromPreferred stocks










88Common stocks


177



152



207Total investment income


7,031



4,565



2,807Less investment expenses


497



562



430Net investment income

$
6,534


$
4,003


$
2,377     2006


2005


2004(Dollars in thousands)Proceeds from discretionary sales
    of debt securities

$
29,313


$
35,334


$
13,213Related realized gains


106



115



50Related realized losses


600



619



84Proceeds from discretionary sales
    of equity securities


4,582



4,203



9,175Related realized gains


704



571



1,142Related realized losses


244



223



287    82




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   5.
    Fair
    Value of Financial Instruments  Disclosures about Fair Value of Financial
    Instruments
  available-for-sale Accounting for Certain
    Investments in Debt and Equity Securities,
  6.
    Deferred
    Policy Acquisition Costs    2006


2005


2004(Dollars in thousands)Balance, beginning of period

$
9,578


$
9,793


$
7,173Additions


20,892



21,282



21,307Amortizations


(21,622
)


(21,497
)


(18,687
)Balance, end of period

$
8,848


$
9,578


$
9,793  83




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Liability
    for Unpaid Losses and LAE    2006


2005


2004(Dollars in thousands)Balance, beginning of
    period

$
117,778


$
96,561


$
76,319Liability for losses and LAE
    acquired










9,080Less reinsurance recoverables


60,034



36,544



22,681Reinsurance recoverables acquired










3,008Net balance


57,744



60,017



59,710Incurred related toCurrent year


37,869



49,438



47,495Prior years


(2,494
)


(5,435
)


(5,992
)Total incurred


35,375



44,003



41,503Paid related toCurrent year


14,905



23,947



21,393Prior years


21,780



22,329



19,803Total paid


36,685



46,276



41,196Net balance, end of period


56,434



57,744



60,017Plus reinsurance recoverables,
    excluding Citizens assessment(1)


33,321



60,034



36,544Balance, end of
    period

$
89,755


$
117,778


$
96,561     (1)
    
    For the purpose of comparability, at December 31, 2005 the
    Citizens assessment of $5,955,000 is excluded from the
    reinsurance recoverable amounts in the above summary (See
    Note 14).       84




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
       8.
    Reinsurance  policy-by-policy
         85




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
             86




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Direct


Assumed


Ceded


Net(Dollars in thousands)2006Premiums written

$
114,544


$
10


$
36,903


$
77,651Premiums earned


116,908



27



36,700



80,235Losses and LAE incurred


51,783



(340
)


16,068



35,375Losses and LAE reserves


88,030



1,725



33,321



56,434Unearned premium reserves


42,315



5



11,881



30,4392005Premiums written

$
111,483


$
613


$
24,963


$
87,133Premiums earned


108,358



1,288



24,910



84,736Losses and LAE incurred


101,485



(735
)


56,747



44,003Losses and LAE reserves


115,059



2,719



60,034



57,744Unearned premium reserves


44,679



22



7,424



37,2772004Premiums written

$
94,548


$
1,913


$
15,968


$
80,493Premiums earned


91,094



1,648



15,785



76,957Losses and LAE incurred


72,518



(666
)


30,349



41,503Losses and LAE reserves


92,103



4,458



36,544



60,017Unearned premium reserves


41,553



698



5,551



36,700     2006


2005(Dollars in thousands)Paid losses and LAE

$
4,168


$
11,470Unpaid losses and LAE


33,321



60,034Citizens assessment






5,955Prepaid reinsurance premiums


11,881



7,424Amounts due from reinsurers

$
49,370


$
84,883  87




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006


2005(Dollars in thousands)Swiss Reinsurance American
    Corporation

$
17,119


$
16,779MCCA


7,589



11,196Platinum Reinsurance Company


4,702



2,672Folksamerica Reinsurance Company


3,494



4,353General Reinsurance Corporation


3,123



3,533Florida Hurricane Catastrophe Fund


2,586



7,210QBE Reinsurance Corporation


1,777



5,458Rosemont Reinsurance Ltd.


1,167



2,221Hannover Re Ltd.


762



2,579Axis Specialty Insurance Company


356



2,189Lloyds Syndicate 2001 AML


354



3,396Everest Reinsurance Company


325



2,100XL Reinsurance American, Inc.


65



2,533Other


5,951



18,664Total reinsurance recoverables

$
49,370


$
84,883   9.
    Federal
    Income Taxes    2006


2005


2004(Dollars in thousands)Current tax expense

$
2,077


$
1,663


$
2,540Deferred tax expense (benefit)
    relating to
    NOL carryforwards


358



401



176Other deferred tax balances


(85
)


(36
)


824Change in valuation allowance










(24
)Total provision for income tax

$
2,350


$
2,028


$
3,516     2006


2005


2004(Dollars in thousands)Tax provision at statutory rate
    34.0%

$
2,389


$
1,999


$
4,095Tax effect ofDividend received deduction


(36
)


(30
)


(61
)Adjustment of acquired NOLs






262



(249
)Provision to return variance


7



(284
)


(300
)Other, net


(10
)


81



31Total provision for income tax

$
2,350


$
2,028


$
3,516  88




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2006


2005(Dollars in thousands)Deferred federal income tax
    assetsLosses and loss adjustment expenses

$
2,214


$
2,445Unearned premiums


2,483



2,659Net operating loss carryforwards


2,271



2,629Premiums receivable


323



85Lease obligation


120



165Intangible asset


306



340Net unrealized losses on
    investments






340Citizens assessment






186Other


544



389Total deferred tax assets


8,261



9,238Deferred federal income tax
    liabilitiesDeferred policy acquisition costs


3,008



3,257Net unrealized gains on investments


169



Other


23



138Total deferred tax liabilities


3,200



3,395Net deferred federal income tax
    assets

$
5,061


$
5,843       Year


Year ofNOL Carryforwards

Originated


Expiration(Dollars in thousands)$  214


1997



20111,382


1999



20181,392


2000



20193,693


2001



2020$6,681   Accounting
    for Income Taxes
    (SFAS 109).
 89




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    10.
    Shareholders
    Equity  Common
    Stock
  Rule 10b5-1
            Preferred
    Stock
     90




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Redemption Rights
  Conversion Rights
  Liquidation Rights
  Other Preferred Share Requirements
  Warrants
  11.
    Stock 
    Based Compensation  Stock
    Options
      November 27,

September 28,2006

2005Fair value of the underlying
    common stock

$10.50/share

$12.00/shareWeighted average life of options

6.5 years

6.5 yearsRisk-free interest rate

4.46%

4.13%Dividend yield

0.00%

0.00%Weighted average volatility
    assumption

28.20%

30.20%  91




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2006Weighted-Weighted-


AverageAverage


RemainingOptions


Exercise Price


Contractual TermOutstanding-beginning of year


402,500


$
12.00Granted


95,000


$
10.50Forfeited


25,000


$
12.00Outstanding-end of year


472,500


$
11.70



8.98Exercisable at end of year


75,500


$
12.00



8.74   2005Weighted-Weighted-


AverageAverage


RemainingOptions


Exercise Price


Contractual TermOutstanding-beginning of year





$
Granted


402,500


$
12.00Forfeited





$
Outstanding-end of year


402,500


$
12.00



9.75Exercisable at end of year





$




       Restricted
    Stock
       92




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   12.
    Debt  Senior
    Credit Facility
            
    adjusted capital and surplus will be in excess of 215% of
    authorized control level risk-based capital as of each fiscal
    year end;
    there shall be no more than four IRIS calculations that result
    in unusual values at each fiscal year end;
    the ratio of net premiums written to statutory capital and
    surplus will not exceed more than 4.0 to 1.0 in the case of
    North Pointe Casualty Insurance Company and Home Pointe
    Insurance Company and 2.5 to 1.0 in the case of North Pointe
    Insurance Company; and
    the ratio of gross premiums written to statutory surplus will
    not exceed more than 10.0 to 1.0 in the case of North Pointe
    Casualty Insurance Company and Home Pointe Insurance Company and
    3.0 to 1.0 in the case of North Pointe Insurance Company.   93




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Trust Preferred
    Securities
  30-year,
          Mortgage
    Debt Obligation
   94




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Year

Amount(Dollars inthousands)2007

$
1222008


1302009


1382010


1462011 and thereafter


22,595Total debt

$
23,131   13.
    Commitments
    and Contingent Liabilities    Minimum


MinimumLease


Sublease


Net FutureYear Ended

Commitments


Revenue


Commitments(Dollars in thousands)2007

$
925


$
(244
)

$
6812008


840



(251
)


5892009


692



(174
)


5182010


262







2622011


101







101$
2,820


$
(669
)

$
2,151        95




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   14.
    Guaranty
    Funds and State Assessments             96




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   15.
    Related
    Party Transactions                   97




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   16.  401(k)
    Profit Sharing Plan
    17.
    Earnings
    Per Share    2006


2005


2004(Dollars in thousands, except share data)Net income

$
4,676


$
3,850


$
11,433Purchase price of redeemable
    preferred stock in excess of face value










(888
)Preferred dividends










(80
)Income used for basic EPS

$
4,676


$
3,850


$
10,465Weighted average shares
    outstanding used for basic EPS


9,114,452



6,014,050



5,052,171Effect of dilutive
    securitiesRedeemable cumulative preferred
    stock










673,674Warrants










134,735Restricted stock


2,064



168



Weighted average shares
    outstanding used for diluted EPS


9,116,516



6,014,218



5,860,580Basic earnings per share

$
0.51


$
0.64


$
2.07Diluted earnings per share

$
0.51


$
0.64


$
1.95       18.
    Statutory
    Capital and Surplus and Restrictions Thereon   98




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
                 99




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2006


2005


2004(Dollars in thousands)Statutory capital and
    surplusNorth Pointe Insurance

$
49,841


$
43,861


$
32,882North Pointe Casualty


20,734



12,714



15,018Home Pointe Insurance


12,235



7,333



Midfield Insurance


8,199



5,828



Statutory net income
    (loss)North Pointe Insurance

$
2,927


$
7,053


$
2,826North Pointe Casualty


939



(6,425
)


(500
)Home Pointe Insurance


687



(225
)


Midfield Insurance


2,293



617



         19.
    Segment
    Information       100




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        101




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2006


2005


2004(Dollars in thousands)Total revenuesCommercial lines productsLiability

$
27,384


$
23,720


$
21,551Property


7,320



6,299



7,128Commercial multi-peril


15,932



22,230



18,968Commercial automobile


5,823



6,156



5,412Other


2,997



2,661



2,276Total commercial lines


59,456



61,066



55,335Personal lines productsPersonal automobile






1,459



15,110Homeowners


20,779



22,211



6,512Total personal lines


20,779



23,670



21,622Administrative servicesAffiliated companies


33,333



33,394



25,598Nonaffiliated companies


1,883



1,903



2,222Total administrative services


35,216



35,297



27,820Corporate and eliminations
    Investment activity


6,303



3,835



3,263Sales of businesses










4,285Eliminations


(33,333
)


(33,394
)


(25,598
)Total revenues

$
88,421


$
90,474


$
86,727Income (loss) before federal
    income tax expense and extraordinary itemCommercial lines productsLiability

$
10,700


$
3,033


$
2,652Property


(2,237
)


(2,086
)


(536
)Commercial multi-peril


(4,540
)


(1,299
)


153Commercial automobile


(828
)


(637
)


1,109Other


38



343



(1,270
)Total commercial lines


3,133



(646
)


2,108Personal lines productsPersonal automobile


(2,447
)


400



(1,932
)Homeowners


(1,120
)


(2,424
)


270Total personal lines


(3,567
)


(2,024
)


(1,662
)Administrative services


4,534



7,040



5,920CorporateInvestment activity


6,303



3,835



3,263Gains on sales of businesses










4,285Other expense, net


(3,377
)


(2,327
)


(1,870
)Total income before federal income
    taxes and extraordinary item

$
7,026


$
5,878


$
12,044  102




---



##### Table of Contents



North
    Pointe Holdings Corporation
  Schedule I
 Summary
    of Investments  Other than Investments in Related
    Parties
  December 31, 2006Amount atWhich Shownin the BalanceCost


Fair Value


Sheet(Dollars in thousands)Fixed Maturities:Bonds:U.S. government and agency
    securities

$
30,684


$
30,526


$
30,526Foreign government securities


308



300



300Corporate bonds


30,087



29,421



29,421Municipal securities


7,003



7,035



7,035Mortgage-backed securities


33,058



32,360



32,360Asset-backed securities


7,771



7,692



7,692Total fixed maturities


108,911



107,334



107,334Equity Securities:Common stocksPublic utilities


317



412



412Banks, trust and insurance
    companies


1,665



1,928



1,928Industrial, miscellaneous and all
    other


7,320



9,036



9,036Total equity securities


9,302



11,376



11,376Other Investments


1,088



1,088



1,088Total investments

$
119,301


$
119,798


$
119,798  103




---



##### Table of Contents



North
    Pointe Holdings Corporation (Parent Company Only)
  Schedule II 
    Condensed Financial Information of Registrant
   Condensed
    Balance Sheets
  December 31,2006


2005(Dollars in thousands)ASSETSInvestment in subsidiaries*

$
101,579


$
74,803Federal income taxes 
    current


401



2,758Federal income taxes 
    deferred


289



57Due from affiliates*






6,891Cash


10,606



184Other assets


1,401



Total assets

$
114,276


$
84,693LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable and accrued
    expenses

$
235


$
66Due to affiliates*


5,186



Debt


20,620



2,400Total liabilities


26,041



2,466Shareholders equity:Common stock


50,578



50,233Retained earnings


37,329



32,653Accumulated other comprehensive
    income


328



(659
)Total shareholders equity


88,235



82,227Total liabilities and
    shareholders equity

$
114,276


$
84,693     *
    
    Eliminated in consolidation.      104




---



##### Table of Contents



North
    Pointe Holdings Corporation (Parent Company Only)
  Schedule II 
    Condensed Financial Information of
    Registrant  (Continued)
  Condensed
    Statements of Income
  Years Ended2006


2005


2004(Dollars in thousands)RevenuesDividends from subsidiaries*

$
100


$
6,000


$
5,000Other Income


615







715



6,000



5,000ExpensesInterest expense


1,559



899



763Other operating costs and expenses


1,938



1,485



5083,497



2,384



1,271(Loss) income before income tax
    benefit and equity in earnings of consolidated subsidiaries


(2,782
)


3,616



3,729Income tax benefit


(977
)


(814
)


(308
)(Loss) income before equity in
    undistributed earnings of subsidiaries


(1,805
)


4,430



4,037Equity in undistributed net income
    (loss) of consolidated subsidiaries*


6,481



(580
)


4,491Extraordinary item










2,905Net income

$
4,676


$
3,850


$
11,433     *
    
    Eliminated in consolidation.      105




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##### Table of Contents



North
    Pointe Holdings Corporation (Parent Company Only)
  Schedule II 
    Condensed Financial Information of
    Registrant  (Continued)
  Condensed
    Statements of Shareholders Equity
    and Comprehensive Income
  Years Ended2006


2005


2004(Dollars in thousands)Shareholders equity as of
    January 1,

$
82,227


$
34,692


$
26,093Issuance of stock


48



44,270



95Change in stock-based employee
    compensation


297



83



Purchase and retirement of common
    stock










(1,600
)Purchase and retirement of
    preferred stock










(888
)Preferred stock dividends










(80
)Comprehensive income:Net income


4,676



3,850



11,433Unrealized gain (loss) on
    investments


987



(668
)


(361
)Total comprehensive income


5,663



3,182



11,072Shareholders equity as of
    December 31,

$
88,235


$
82,227


$
34,692       106




---



##### Table of Contents



North
    Pointe Holdings Corporation (Parent Company Only)
  Schedule II 
    Condensed Financial Information of
    Registrant  (Continued)
  Condensed
    Statements of Cash Flows
  For the Years Ended2006


2005


2004(Dollars in thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
4,676


$
3,850


$
11,433Adjustments to reconcile net
    income to net cash (used in) provided by operating activities:Extraordinary item










(2,905
)Equity in undistributed (income)
    loss of consolidated subsidiaries


(6,479
)


580



(4,491
)Unearned stock compensation


345



82



Changes in:Other assets


(90
)


766



(764
)Intercompany receivable or payable


1,520



(9,815
)


2,936Accounts payable and accrued
    expenses


167



(88
)


127Income taxes


2,374



(1,826
)


(171
)Net cash provided by (used in)
    operating activities


2,513



(6,451
)


6,165CASH FLOWS USED IN INVESTING
    ACTIVITIES:Contributions to subsidiaries


(9,000
)


(20,000
)


(10,898
)Capital Contribution to NP Capital
    Trust I


(620
)






Net cash used in investing
    activities


(9,620
)


(20,000
)


(10,898
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from issuance of common
    stock






44,270



95Purchase and retirement of common
    stock










(1,600
)Purchase and retirement of
    preferred stock










(2,888
)Proceeds from issuance of debt
    (net of $690 of issuance costs paid in 2006)


21,874



38,014



22,059Repayment of bank debt


(4,345
)


(55,676
)


(12,845
)Preferred dividends paid










(80
)Net cash provided by financing
    activities


17,529



26,608



4,741Change in cash


10,422



157



8Cash, beginning of year


184



27



19Cash, end of year

$
10,606


$
184


$
27       107




---



##### Table of Contents



North
    Pointe Holdings Corporation (Parent Company Only)
  Schedule II 
    Condensed Financial Information of
    Registrant  (Continued)
  Notes to
    Condensed Financial Statements
       108




---



##### Table of Contents



North
    Pointe Holdings Corporation and SubsidiariesSchedule IIISupplementary Insurance Information
    For the Year Ended December 31, 2006
  (A)

(B)


(C)


(D)


(E)


(F)Future Policy





OtherBenefits,





PolicyDeferred


Losses,





ClaimsPolicy


Claims and





andAcquisition


Loss


Unearned


Benefits


PremiumSegment

Costs


Expenses


Premiums


Payable


Revenue(Dollars in thousands)Personal lines

$
426


$
13,982


$
6,483


$



$
59,456Commercial lines


8,422



75,773



35,837







20,779Administrative operations


















Total

$
8,848


$
89,755


$
42,320


$



$
80,235   (A)

(G)


(H)


(I)


(J)


(K)AmortizationBenefits,


of DeferredNet


Claims,


Policy


Other


NetInvestment


Settlement


Acquisition


Operating


PremiumsSegment

Income


Expenses


Costs


Expenses


Written(Dollars in thousands)Personal lines

$



$
11,623


$
8,236


$
4,487


$
21,511Commercial lines






23,752



17,593



14,978



56,140Administrative operations










19,597



10,864



Corporate


6,534











1,866



Eliminations










(23,416
)


(9,895
)


Total

$
6,534


$
35,375


$
22,010


$
22,300


$
77,651  109




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##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
    Schedule III
    Supplementary Insurance Information
    For the Year Ended December 31, 2005
  (A)

(B)


(C)


(D)


(E)


(F)Future Policy





OtherBenefits,





PolicyDeferred


Losses,





ClaimsPolicy


Claims and





andAcquisition


Loss


Unearned


Benefits


PremiumSegment

Costs


Expenses


Premiums


Payable


Revenue(Dollars in thousands)Personal lines

$
1,241


$
35,663


$
5,709


$



$
23,670Commercial lines


8,337



82,115



38,992







61,066Administrative operations


















Total

$
9,578


$
117,778


$
44,701


$



$
84,736   (A)

(G)


(H)


(I)


(J)


(K)AmortizationBenefits,


of DeferredNet


Claims,


Policy


Other


NetInvestment


Settlement


Acquisition


Operating


PremiumsSegment

Income


Expenses


Costs


Expenses


Written(Dollars in thousands)Personal lines

$



$
14,798


$
6,835


$
4,060


$
23,844Commercial lines






29,205



17,634



14,874



63,289Administrative operations










19,067



9,081



Corporate


4,003











1,472



Eliminations










(21,757
)


(11,632
)


Total

$
4,003


$
44,003


$
21,779


$
17,855


$
87,133  110




---



##### Table of Contents



North
    Pointe Holdings Corporation and Subsidiaries
    Schedule III
    Supplementary Insurance Information
    For the Year Ended December 31, 2004
  (A)

(B)


(C)


(D)


(E)


(F)Future Policy





OtherBenefits,





PolicyDeferred


Losses,





ClaimsPolicy


Claims and





andAcquisition


Loss


Unearned


Benefits


PremiumSegment

Costs


Expenses


Premiums


Payable


Revenue(Dollars in thousands)Personal lines

$
1,426


$
23,993


$
6,027






$
21,622Commercial lines


8,367



72,568



36,224







55,335Administrative operations


















Total

$
9,793


$
96,561


$
42,251






$
76,957   (A)

(G)


(H)


(I)


(J)


(K)AmortizationBenefits,


of DeferredNet


Claims,


Policy


Other


NetInvestment


Settlement


Acquisition


Operating


PremiumsSegment

Income


Expenses


Costs


Expenses


Written(Dollars in thousands)Personal lines

$



$
13,347


$
5,242


$
4,694


$
19,099Commercial lines






28,156



13,394



11,676



61,394Administrative operations










14,689



7,171Corporate


2,377











1,149Eliminations










(14,638
)


(10,960
)Total

$
2,377


$
41,503


$
18,687


$
13,730


$
80,493  111




---



##### Table of Contents



North
    Pointe Holdings Corporation
  Schedule IV 
    Reinsurance
  PercentageCeded to


Assumed





of AmountGross


Other


from Other


Net


AssumedAmount


Companies


Companies


Amount


to Net(Dollars in thousands)Year ended December 31, 2006Premiums earned:Property and liability

$
116,908


$
36,700


$
27


$
80,235



0.03
%Accident and health


















0.00
%Total premiums

$
116,908


$
36,700


$
27


$
80,235Year ended December 31, 2005Premiums earned:Property and liability

$
107,904


$
24,651


$
1,288


$
84,541



1.52
%Accident and health


454



259







195



0.00
%Total premiums

$
108,358


$
24,910


$
1,288


$
84,736Year ended December 31, 2004Premiums earned:Property and liability

$
89,927


$
15,255


$
1,648


$
76,320



2.16
%Accident and health


1,167



530







637



0.00
%Total premiums

$
91,094


$
15,785


$
1,648


$
76,957  112




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##### Table of Contents



North
    Pointe Holdings Corporation and North Pointe Companies
  Schedule VI
 Supplemental
    Information Concerning Property and Casualty Insurance
    Operations
  Losses and Loss Adjustment


Paid LossesExpenses Incurred Related


and Lossto


AdjustmentFor the Years Ended December 31,

Current Year


Prior Years


Expenses(Dollars in thousands)2006

$
37,869


$
(2,494
)

$
36,6852005

$
49,438


$
(5,435
)

$
46,2762004

$
47,495


$
(5,992
)

$
41,196   Rule 12-18 Regulation S-X.
 113




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##### Table of Contents



EXHIBIT INDEX
  Exhibits.
  ExhibitNo

Description3
.1*

Form of Second Amended and
    Restated Articles of Incorporation of North Pointe Holdings
    Corporation.3
.2*

Form of Second Amended and
    Restated Bylaws of North Pointe Holdings Corporation.10
.1+

Revised Equity Incentive Plan as
    of November 2007.10
.2*+

Employment Agreement by and
    between North Pointe Holdings Corporation and James G. Petcoff,
    dated June 10, 2005.10
.3*+

North Pointe Holdings Corporation
    Annual Incentive Compensation Plan.10
.4

Intentionally Omitted.10
.5*+

Employment Agreement by and
    between North Pointe Holdings Corporation and B. Matthew
    Petcoff, dated June 10, 2005.10
.6*

Investment Advisory Agreement,
    dated July 6, 2004, between North Pointe Insurance Company
    and JPMorgan Investment Advisors Inc. (formerly Banc One
    Investment Advisors Corporation).10
.7*

Investment Advisory Agreement,
    dated September 13, 2004, between North Pointe Insurance
    Company and Munder Capital Management.10
.8**

Second Amended and Restated Credit
    Agreement, dated as of June 30, 2006, by and among the
    lenders, Comerica Bank, as agent, and North Pointe Holdings
    Corporation.10
.9**

Amended and Restated Pledge
    Agreement, dated June 30, 2006, by and between North Pointe
    Holdings and Comerica Bank as agent.10
.10**

Third Amended and Restated Stock
    Pledge Agreement, dated June 30, 2006, by and between North
    Pointe Financial Services, Inc. and Comerica Bank as agent.10
.11**

Second Amended and Restated
    Security Agreement, dated as of June 30, 2006, by and among
    certain of North Pointe Holdings Corporations
    subsidiaries, and Comerica Bank as agent.10
.12*

Line of Credit Loan Agreement,
    dated March 4, 2005, by and between N.P. Premium Finance
    Company and North Pointe Financial Services, Inc.10
.13*

Line of Credit Note in the amount
    of $1,500,000, dated March 4, 2005, by N.P. Premium Finance
    Company in favor of North Pointe Financial Services, Inc.10
.14*

Consulting Agreement, dated
    March 5, 2003, by and between North Pointe Insurance
    Company and LVM Company.10
.15*

Consulting Agreement dated
    September 30, 2005, by and between North Pointe Holdings
    Corporation and Joon Moon.10
.16*

Agreement between North Pointe
    Insurance Company and C.S.A.C. Agency dated May 30, 2000.10
.17*

Agency Agreement, dated
    June 1, 2004, by and between North Pointe Insurance Company
    and Amelia Underwriters, Inc.10
.18*

Agency Agreement, dated
    March 24, 2003, by and between North Pointe Insurance
    Company and Insurance Brokers of Indiana.10
.19*

Reinsurance and Indemnity
    Agreement, effective July 1, 2003, by and between North
    Pointe Insurance Company and Universal Fire & Casualty.10
.20*

Agreement, dated December 3,
    2002, by and between North Pointe Insurance Company and the
    Associated Food Dealers of Michigan.10
.21

Amended and Restated
    Trust Agreement among North Pointe Holdings Corporation, as
    Depositor, LaSalle Bank National Association as Property
    Trustee, Christiana Bank and Trust Company as Delaware Trustee
    and the Administrative Trustee dated as of February 22,
    2006.10
.22

Guarantee Agreement between North
    Pointe Holdings Corporation a Guarantor and LaSalle Bank
    National Association as Guarantee Trustee dated
    February 22, 2006.10
.23

Purchase Agreement among North
    Pointe Holdings Corporation, NP Capital Trust I and Merrill
    Lynch International dated as of February 22, 2006. 114




---



##### Table of Contents



ExhibitNo

Description10
.24

Junior Subordinated Indenture
    between North Pointe Holdings Corporation and LaSalle Bank
    National Association as Trustee, Dated February 22, 2006.10
.25

Waiver and Consent Letter Dated
    February 21, 2005, to the Amended and Restated Credit
    Agreement, dated January 26, 2004, by and between North
    Pointe Holdings Corporation and Comerica Bank, as agent for the
    various financial institutions.10
.26

Waiver Letter Dated
    February 28, 2005, to the Amended and Restated Credit
    Agreement, dated January 26, 2004, by and between North
    Pointe Holdings Corporation and Comerica Bank, as agent for the
    various financial institutions.10
.27*

Agreement, dated November 10,
    2004, between the Florida Department of Financial Services, as
    Receiver for American Superior Insurance Company and North
    Pointe Casualty Insurance Company.10
.28

Assumption of Mortgage Agreement
    for the Purchase Agreement regarding 28819 Franklin Road,
    Southfield, Michigan, 48034, dated August 18, 2005.10
.29

Purchase Agreement, dated
    February 11, 2005, by and among North Pointe Financial
    Services, Inc., as Buyer, and S. James Clarkson and Petcoff
    Financial Services, L.L.C., as Sellers.10
.30*

Investment Advisory Agreement,
    dated June 16, 2004, between North Pointe Casualty
    Insurance Company and JPMorgan Investment Advisors Inc.
    (formerly Banc One Investment Advisors Corporation).10
.31*

Investment Management Agreement,
    dated June 10, 2005, between JPMorgan Investment Advisors
    Inc. and Home Pointe Insurance Company.10
.32+

Form of stock option award.10
.33+

Form of restricted stock option
    award.10
.34+

First Amendment to the Employment
    Agreement by and between North Pointe Holdings Corporation and
    James G. Petcoff, dated January 1, 2007.10
.35+

First Amendment to the Employment
    Agreement by and between North Pointe Holdings Corporation and
    B. Matthew Petcoff, dated January 1, 2007.10
.36

Amendment to the Consulting
    Agreement by and between North Pointe Insurance Company and LVM
    Company, dated April 6, 2006.10
.37

Managing General Agency Agreement
    by and between North Pointe Insurance Company and South Pointe
    Financial Services, Inc., dated July 1, 2006.10
.38

Reinsurance Agreement by and
    between North Pointe Insurance Company and Midfield Insurance
    Company dated September 1, 2006.10
.39

Reinsurance Agreement by and
    between North Pointe Insurance Company and Midfield Insurance
    Company dated January 1, 2007.10
.40

Addendum Number 1 to
    Reinsurance Agreement by and between North Pointe Insurance
    Company and Midfield Insurance Company dated January 1,
    2007.10
.41

Reinsurance Agreement by and
    between North Pointe Casualty Insurance Company and Midfield
    Insurance Company dated January 1, 2007.10
.42**

$10,000,000 Revolving Credit Note,
    dated as of June 30, 2006, made by North Pointe Holdings
    Corporation in favor of Comerica Bank.10
.43**

$3,000,000 Swing Line Credit Note,
    dated June 30, 2006, made by North Pointe Holdings
    Corporation in favor of Comerica Bank.10
.44**

$7,500,000 Revolving Credit Note,
    dated June 30, 2006, made by North Pointe Holdings
    Corporation, in favor of Fifth Third Bank, with Comerica Bank as
    agent.10
.45**

$7,500,000 Revolving Credit Note,
    dated June 30, 2006, made by North Pointe Holdings
    Corporation, in favor of JP Morgan Chase Bank, N.A., with
    Comerica as agent.21
.1

Subsidiaries of North Pointe
    Holdings Corporation.31
.1

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934. 115




---



##### Table of Contents



ExhibitNo

Description31
.2

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.32
.1

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. Section 1350 and
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934.32
.2

Certification of Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350 and
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934.     *
    
    Previously filed with the Registration Statement on
    Form S-1
    dated September 23, 2005.
    
    Previously filed with the
    Form 10-K
    for the year ended December 31, 2005.**
    
    Previously filed with the
    Form 10-Q
    for the quarter ended June 30, 2006.Previously filed with the
    Form 10-Q
    for the quarter ended September 30, 2005.+
    
    Compensatory plan or arrangement. 116




---



##### Table of Contents



SIGNATURES
      By:
    /s/ James G. Petcoff   
      Signature

Title

Date/s/ James G. PetcoffJames
    G. Petcoff

Chief Executive Officer,
    President & Chairman of the Board

March 30, 2007/s/ B. Matthew PetcoffB.
    Matthew Petcoff

Chief Operating Officer, Executive
    Vice President & Director

March 30, 2007/s/ Brian J. RoneyBrian
    J. Roney

Chief Financial Officer &
    
    Senior Vice President

March 30, 2007/s/ Richard J. LindbergRichard
    J. Lindberg

Director

March 30, 2007/s/ Joon S. MoonJoon
    S. Moon

Director

March 30, 2007/s/ Jorge J. MoralesJorge
    J. Morales

Director

March 30, 2007/s/ R. Jamison Williams, Jr.R.
    Jamison Williams, Jr.

Director

March 30, 2007  117




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo

Description3
.1*

Form of Second Amended and
    Restated Articles of Incorporation of North Pointe Holdings
    Corporation.3
.2*

Form of Second Amended and
    Restated Bylaws of North Pointe Holdings Corporation.10
.1+

Revised Equity Incentive Plan as
    of November 2007.10
.2*+

Employment Agreement by and
    between North Pointe Holdings Corporation and James G. Petcoff,
    dated June 10, 2005.10
.3*+

North Pointe Holdings Corporation
    Annual Incentive Compensation Plan.10
.4

Intentionally Omitted.10
.5*+

Employment Agreement by and
    between North Pointe Holdings Corporation and B. Matthew
    Petcoff, dated June 10, 2005.10
.6*

Investment Advisory Agreement,
    dated July 6, 2004, between North Pointe Insurance Company
    and JPMorgan Investment Advisors Inc. (formerly Banc One
    Investment Advisors Corporation).10
.7*

Investment Advisory Agreement,
    dated September 13, 2004, between North Pointe Insurance
    Company and Munder Capital Management.10
.8**

Second Amended and Restated Credit
    Agreement, dated as of June 30, 2006, by and among the
    lenders, Comerica Bank, as agent, and North Pointe Holdings
    Corporation.10
.9**

Amended and Restated Pledge
    Agreement, dated June 30, 2006, by and between North Pointe
    Holdings and Comerica Bank as agent.10
.10**

Third Amended and Restated Stock
    Pledge Agreement, dated June 30, 2006, by and between North
    Pointe Financial Services, Inc. and Comerica Bank as agent.10
.11**

Second Amended and Restated
    Security Agreement, dated as of June 30, 2006, by and among
    certain of North Pointe Holdings Corporations
    subsidiaries, and Comerica Bank as agent.10
.12*

Line of Credit Loan Agreement,
    dated March 4, 2005, by and between N.P. Premium Finance
    Company and North Pointe Financial Services, Inc.10
.13*

Line of Credit Note in the amount
    of $1,500,000, dated March 4, 2005, by N.P. Premium Finance
    Company in favor of North Pointe Financial Services, Inc.10
.14*

Consulting Agreement, dated
    March 5, 2003, by and between North Pointe Insurance
    Company and LVM Company.10
.15*

Consulting Agreement dated
    September 30, 2005, by and between North Pointe Holdings
    Corporation and Joon Moon.10
.16*

Agreement between North Pointe
    Insurance Company and C.S.A.C. Agency dated May 30, 2000.10
.17*

Agency Agreement, dated
    June 1, 2004, by and between North Pointe Insurance Company
    and Amelia Underwriters, Inc.10
.18*

Agency Agreement, dated
    March 24, 2003, by and between North Pointe Insurance
    Company and Insurance Brokers of Indiana.10
.19*

Reinsurance and Indemnity
    Agreement, effective July 1, 2003, by and between North
    Pointe Insurance Company and Universal Fire & Casualty.10
.20*

Agreement, dated December 3,
    2002, by and between North Pointe Insurance Company and the
    Associated Food Dealers of Michigan.10
.21

Amended and Restated
    Trust Agreement among North Pointe Holdings Corporation, as
    Depositor, LaSalle Bank National Association as Property
    Trustee, Christiana Bank and Trust Company as Delaware Trustee
    and the Administrative Trustee dated as of February 22,
    2006.10
.22

Guarantee Agreement between North
    Pointe Holdings Corporation a Guarantor and LaSalle Bank
    National Association as Guarantee Trustee dated
    February 22, 2006.10
.23

Purchase Agreement among North
    Pointe Holdings Corporation, NP Capital Trust I and Merrill
    Lynch International dated as of February 22, 2006.10
.24

Junior Subordinated Indenture
    between North Pointe Holdings Corporation and LaSalle Bank
    National Association as Trustee, Dated February 22, 2006.




---



##### Table of Contents



ExhibitNo

Description10
.25

Waiver and Consent Letter Dated
    February 21, 2005, to the Amended and Restated Credit
    Agreement, dated January 26, 2004, by and between North
    Pointe Holdings Corporation and Comerica Bank, as agent for the
    various financial institutions.10
.26

Waiver Letter Dated
    February 28, 2005, to the Amended and Restated Credit
    Agreement, dated January 26, 2004, by and between North
    Pointe Holdings Corporation and Comerica Bank, as agent for the
    various financial institutions.10
.27*

Agreement, dated November 10,
    2004, between the Florida Department of Financial Services, as
    Receiver for American Superior Insurance Company and North
    Pointe Casualty Insurance Company.10
.28

Assumption of Mortgage Agreement
    for the Purchase Agreement regarding 28819 Franklin Road,
    Southfield, Michigan, 48034, dated August 18, 2005.10
.29

Purchase Agreement, dated
    February 11, 2005, by and among North Pointe Financial
    Services, Inc., as Buyer, and S. James Clarkson and Petcoff
    Financial Services, L.L.C., as Sellers.10
.30*

Investment Advisory Agreement,
    dated June 16, 2004, between North Pointe Casualty
    Insurance Company and JPMorgan Investment Advisors Inc.
    (formerly Banc One Investment Advisors Corporation).10
.31*

Investment Management Agreement,
    dated June 10, 2005, between JPMorgan Investment Advisors
    Inc. and Home Pointe Insurance Company.10
.32+

Form of stock option award.10
.33+

Form of restricted stock option
    award.10
.34+

First Amendment to the Employment
    Agreement by and between North Pointe Holdings Corporation and
    James G. Petcoff, dated January 1, 2007.10
.35+

First Amendment to the Employment
    Agreement by and between North Pointe Holdings Corporation and
    B. Matthew Petcoff, dated January 1, 2007.10
.36

Amendment to the Consulting
    Agreement by and between North Pointe Insurance Company and LVM
    Company, dated April 6, 2006.10
.37

Managing General Agency Agreement
    by and between North Pointe Insurance Company and South Pointe
    Financial Services, Inc., dated July 1, 2006.10
.38

Reinsurance Agreement by and
    between North Pointe Insurance Company and Midfield Insurance
    Company dated September 1, 2006.10
.39

Reinsurance Agreement by and
    between North Pointe Insurance Company and Midfield Insurance
    Company dated January 1, 2007.10
.40

Addendum Number 1 to
    Reinsurance Agreement by and between North Pointe Insurance
    Company and Midfield Insurance Company dated January 1,
    2007.10
.41

Reinsurance Agreement by and
    between North Pointe Casualty Insurance Company and Midfield
    Insurance Company dated January 1, 2007.10
.42**

$10,000,000 Revolving Credit Note,
    dated as of June 30, 2006, made by North Pointe Holdings
    Corporation in favor of Comerica Bank.10
.43**

$3,000,000 Swing Line Credit Note,
    dated June 30, 2006, made by North Pointe Holdings
    Corporation in favor of Comerica Bank.10
.44**

$7,500,000 Revolving Credit Note,
    dated June 30, 2006, made by North Pointe Holdings
    Corporation, in favor of Fifth Third Bank, with Comerica Bank as
    agent.10
.45**

$7,500,000 Revolving Credit Note,
    dated June 30, 2006, made by North Pointe Holdings
    Corporation, in favor of JP Morgan Chase Bank, N.A., with
    Comerica as agent.21
.1

Subsidiaries of North Pointe
    Holdings Corporation.31
.1

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.31
.2

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.




---



##### Table of Contents



ExhibitNo

Description32
.1

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. Section 1350 and
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934.32
.2

Certification of Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350 and
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934.     *
    
    Previously filed with the Registration Statement on
    Form S-1
    dated September 23, 2005.
    
    Previously filed with the
    Form 10-K
    for the year ended December 31, 2005.**
    
    Previously filed with the
    Form 10-Q
    for the quarter ended June 30, 2006.Previously filed with the
    Form 10-Q
    for the quarter ended September 30, 2005.+
    
    Compensatory plan or arrangement.