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<SEC-DOCUMENT>0000950134-07-017324.txt : 20070808
<SEC-HEADER>0000950134-07-017324.hdr.sgml : 20070808
<ACCEPTANCE-DATETIME>20070808140843
ACCESSION NUMBER:		0000950134-07-017324
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20070630
FILED AS OF DATE:		20070808
DATE AS OF CHANGE:		20070808

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERISAFE INC
		CENTRAL INDEX KEY:			0001018979
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				752069407
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12251
		FILM NUMBER:		071034979

	BUSINESS ADDRESS:	
		STREET 1:		2301 HIGHWAY 190 WEST
		CITY:			DERIDDER
		STATE:			LA
		ZIP:			70634
		BUSINESS PHONE:		337-463-9052

	MAIL ADDRESS:	
		STREET 1:		2301 HIGHWAY 190 WEST
		CITY:			DERIDDER
		STATE:			LA
		ZIP:			70634
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d48774e10vq.htm
<DESCRIPTION>FORM 10-Q
<TEXT>
<HTML>
<HEAD>
<TITLE>e10vq</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, DC 20549</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

</DIV>
<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 10-Q</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)<BR>
OF THE SECURITIES EXCHANGE ACT OF 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Commission file number: 000-51520</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>AMERISAFE, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Texas</B><BR>
(State of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>75-2069407</B><BR>
(I.R.S. Employer Identification Number)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>2301 Highway 190 West, DeRidder, Louisiana</B><BR>
(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>70634</B><BR>
(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: <B>(337)&nbsp;463-9052</B></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Indicate by check mark whether the Registrant: (1)&nbsp;has filed all reports required to be filed by
Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12&nbsp;months (or for
such shorter period that the Registrant was required to file such reports), and (2)&nbsp;has been
subject to such filing requirements for the past 90&nbsp;days.
Yes <FONT face="Wingdings">&#254;</FONT> No <FONT face="Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of &#147;accelerated filer and large accelerated filer&#148; in
Rule&nbsp;12b-2 of the Exchange Act. (Check one):
</DIV>

<DIV align="center" style="font-size: 10pt">Large accelerated filer <FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accelerated filer <FONT face="Wingdings">&#254;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-accelerated filer <FONT face="Wingdings">&#111;</FONT></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Indicate by check mark whether the Registrant is a shell company (as defined in Rule&nbsp;12b-2 of the
Exchange Act).
Yes <FONT face="Wingdings">&#111;</FONT> No <FONT face="Wingdings">&#254;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of August&nbsp;1, 2007, there were 18,804,240 shares of the Registrant&#146;s common stock, par value $.01
per share, outstanding.
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">









<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Page</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">No.</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">PART I &#151; FINANCIAL INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px"><A href="#101">Forward-Looking Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Item&nbsp;1 Financial Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Item&nbsp;2 Management&#146;s Discussion and Analysis of Financial Condition and Results of Operations</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Item&nbsp;3 Quantitative and Qualitative Disclosures About Market Risk</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Item&nbsp;4 Controls and Procedures</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">PART II &#151; OTHER INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Item&nbsp;1 Legal Proceedings</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Item&nbsp;1A Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">Item&nbsp;2 Unregistered Sales of Equity Securities and Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">Item&nbsp;3 Defaults Upon Senior Securities</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#112">Item&nbsp;4 Submission of Matters to a Vote of Security Holders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#113">Item&nbsp;5 Other Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#114">Item&nbsp;6 Exhibits</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d48774exv10w1.txt">First Casualty Excess of Loss Reinsurance Contract</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d48774exv10w2.txt">Second Casualty Excess of Loss Reinsurance Contract</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d48774exv10w3.txt">First and Second Casualty Catastrophe Exess of Loss Reinsurance Contract</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d48774exv10w4.txt">Third Casualty Catastrophe Excess of Loss Reinsurance Contract</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d48774exv31w1.htm">Certification of C. Allen Bradley, Jr. Pursuant to Section 302</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d48774exv31w2.htm">Certification of Geoffrey R. Banta Pursuant to Section 302</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d48774exv32w1.htm">Certification of C. Allen Bradley, Jr. and Geoffrey R. Banta Pursuant to Section 906</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This report contains forward-looking statements within the meaning of Section&nbsp;27A of the
Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. You should not place undue
reliance on these statements. These forward-looking statements include statements that reflect the
current views of our senior management with respect to our financial performance and future events
with respect to our business and the insurance industry in general. Statements that include the
words &#147;expect,&#148; &#147;intend,&#148; &#147;plan,&#148; &#147;believe,&#148; &#147;project,&#148; &#147;forecast,&#148; &#147;estimate,&#148; &#147;may,&#148; &#147;should,&#148;
&#147;anticipate&#148; and similar statements of a future or forward-looking nature identify forward-looking
statements. Forward-looking statements address matters that involve risks and uncertainties.
Accordingly, there are or will be important factors that could cause our actual results to differ
materially from those indicated in these statements. We believe that these factors include, but
are not limited to, the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the cyclical nature of the workers&#146; compensation insurance industry;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>greater frequency or severity of claims and loss activity, including as a result of
natural or man-made catastrophic events, than our underwriting, reserving or investment
practices anticipate based on historical experience or industry data;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in the availability, cost or quality of reinsurance and the failure of our
reinsurers to pay claims in a timely manner or at all;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>decreased level of business activity of our policyholders;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increased competition on the basis of coverage availability, claims management, safety
services, payment terms, premium rates, policy terms, types of insurance offered, overall
financial strength, financial ratings and reputation;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in rating agency policies or practices;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>negative developments in the workers&#146; compensation insurance industry;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>decreased demand for our insurance;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in regulations or laws applicable to us, our policyholders or the agencies that
sell our insurance;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in legal theories of liability under our insurance policies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>developments in capital markets that adversely affect the performance of our investments;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>loss of the services of any of our senior management or other key employees;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effects of U.S. involvement in hostilities with other countries and large-scale
acts of terrorism, or the threat of hostilities or terrorist acts; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in general economic conditions, including interest rates, inflation and other
factors.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing factors should not be construed as exhaustive and should be read together with
the other cautionary statements included in this report, including under the caption &#147;Risk Factors&#148;
in Item&nbsp;1A, &#147;Risk Factors&#148; of Part&nbsp;I to our Annual Report on Form 10-K for the year ended December
31, 2006. If one or more events related to these or other risks or uncertainties materialize, or
if our underlying assumptions prove to be incorrect, actual results may differ materially from what
we anticipate.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I &#151; FINANCIAL INFORMATION</B>
</DIV>

<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Financial Statements.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
CONDENSED CONSOLIDATED BALANCE SHEETS<BR>
(in thousands, except share and per share data)<BR>
(unaudited)</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>December 31,</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Assets</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Investments:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Fixed maturity securities&#151;held-to-maturity, at amortized cost (fair value $613,559 and
$609,268 in 2007 and 2006, respectively)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">626,759</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">615,114</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Fixed maturity securities&#151;available-for-sale, at fair value (cost $14,997
and $0 in 2007 and
2006, respectively)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Equity securities&#151;available-for-sale, at fair value (cost $22,157 in 2007
and 2006)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24,760</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23,666</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">666,519</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">638,780</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,697</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,748</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Amounts recoverable from reinsurers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91,269</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109,603</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Premiums receivable, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">178,215</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">144,384</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Deferred income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31,061</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,466</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accrued interest receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,424</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,921</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Property and equipment, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,778</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,687</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Deferred policy acquisition costs</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,459</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,486</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Deferred charges</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,329</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,548</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Other assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,164</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,523</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1,065,915</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">994,146</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Liabilities, redeemable preferred stock and shareholders&#146; equity</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Liabilities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Reserves for loss and loss adjustment expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">545,140</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">519,178</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Unearned premiums</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">159,689</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">137,761</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Reinsurance premiums payable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,378</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Amounts held for others</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,569</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,827</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Policyholder deposits</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,067</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39,141</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Insurance-related assessments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44,128</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,886</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Federal income tax payable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,788</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,631</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Accounts payable and other liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,250</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,470</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Subordinated debt securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36,090</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36,090</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">860,721</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">810,362</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Redeemable preferred stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Shareholders&#146; equity:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Common stock:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Voting&#151;$0.01 par value authorized shares&#151;50,000,000 in 2007 and 2006;
issued and outstanding shares&#151;18,804,240 in 2007 and 18,705,098 in 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">188</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">187</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Additional paid-in capital</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">173,011</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">171,557</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accumulated earnings (deficit)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,791</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(16,988</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accumulated other comprehensive income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,204</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,028</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">180,194</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">158,784</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1,065,915</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">994,146</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">See accompanying notes.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME<BR>
(in thousands, except share and per share data)<BR>
(unaudited)</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Six Months Ended</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Revenues</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Gross premiums written</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">94,290</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">92,151</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">184,775</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">172,969</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Ceded premiums written</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(4,887</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(4,724</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(9,860</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(9,175</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net premiums written</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">89,403</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">87,427</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">174,915</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">163,794</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net premiums earned</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">77,106</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">72,107</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">152,987</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">139,981</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net investment income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,433</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,843</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,358</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,816</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net realized gains on investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,081</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,235</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Fee and other income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">138</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">198</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">277</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">355</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total revenues</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,713</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79,229</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">167,658</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">154,387</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Expenses</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Loss and loss adjustment expenses incurred</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53,203</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,376</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105,706</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98,246</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Underwriting and certain other operating costs</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,144</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,329</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,435</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Commissions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,079</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,564</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,886</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Salaries and benefits</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,606</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,207</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,311</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,209</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Interest expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">886</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">843</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,764</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,656</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Policyholder dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">175</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">687</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">347</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69,084</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69,494</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">140,144</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">134,779</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Income before income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,629</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,735</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,514</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,608</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,267</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,917</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,734</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,554</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,362</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,054</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Preferred stock dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net income available to common
shareholders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">11,362</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">7,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">19,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">15,054</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Earnings per share</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.57</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.39</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.99</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.39</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.98</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Shares used in computing earnings per share</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,779,248</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,422,406</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,744,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,421,569</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,109,452</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,427,662</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,055,149</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,426,347</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">See accompanying notes.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS<BR>
(in thousands)<BR>
(unaudited)</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Six Months Ended</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Operating Activities</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">11,362</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">7,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">19,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">15,054</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Adjustments to reconcile net income to net cash
provided by operating activities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Depreciation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">457</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">478</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">959</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">928</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Net amortization of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">619</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">769</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,471</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,310</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Deferred income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(729</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,522</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,689</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2,916</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Net realized gains on investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(36</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,081</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(36</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2,235</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Gain on sale of asset</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(43</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(43</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Share-based compensation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">273</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">318</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">554</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">458</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Changes in operating assets and liabilities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Premiums receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(15,978</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(13,229</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(33,831</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(19,905</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Accrued interest receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">208</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">294</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(503</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(835</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Deferred policy acquisition costs and deferred
charges</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,315</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2,084</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2,754</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(3,576</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Other assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(1,785</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(5,421</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(2,640</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(6,508</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Reserves for loss and loss adjustment
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,996</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,075</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,962</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,575</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Unearned premiums</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,296</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,320</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,928</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23,813</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Reinsurance balances</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,532</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,956</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,969</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Amounts held for others and policyholder
deposits</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,991</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">582</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,668</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">441</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:60px; text-indent:-15px">Accounts payable and other liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,206</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">642</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,179</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,526</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net cash provided by operating activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39,097</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,835</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,004</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,056</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Investing Activities</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Purchases of investments held-to-maturity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(78,400</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(41,308</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(83,906</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(97,992</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Purchases of investments available-for-sale</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(266,452</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(6,352</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(302,386</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(19,123</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Proceeds from maturities of investments
held-to-maturity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,981</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,081</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69,987</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45,709</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Proceeds from sales and maturities of
investments available-for-sale</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">270,275</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,468</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">287,400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,841</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Purchases of property and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(23</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(418</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(50</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(638</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Proceeds from sales of property and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net cash provided by (used in) investing activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(35,619</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(32,484</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(28,955</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(52,158</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Financing Activities</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Proceeds from stock option exercises</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">696</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">730</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Tax benefit from share-based payments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">170</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net cash provided by financing activities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">714</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">900</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Change in cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,192</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(13,646</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,949</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">(18,099</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents at beginning of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44,505</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44,833</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,748</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,286</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents at end of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">48,697</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">31,187</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">48,697</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">31,187</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">See accompanying notes.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->6<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<BR>
(unaudited)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note 1. Basis of Presentation</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AMERISAFE, Inc. (the &#147;Company&#148;) is an insurance holding company incorporated in the state of
Texas. The accompanying unaudited condensed consolidated financial statements include the accounts
of the Company and its subsidiaries: American Interstate Insurance Company (&#147;AIIC&#148;), Silver Oak
Casualty, Inc. (&#147;SOCI&#148;), American Interstate Insurance Company of Texas (&#147;AIICTX&#148;), Amerisafe Risk
Services, Inc. (&#147;RISK&#148;) and Amerisafe General Agency, Inc. (&#147;AGAI&#148;). AIIC and SOCI are property and
casualty insurance companies organized under the laws of the state of Louisiana. AIICTX is a
property and casualty insurance company organized under the laws of the state of Texas. RISK, a
wholly owned subsidiary of the Company, is a claims and safety services company, currently
servicing only affiliate insurance companies. AGAI, a wholly owned subsidiary of the Company, is a
general agent for the Company. AGAI sells insurance, which is underwritten by AIIC, SOCI and
AIICTX, as well as by nonaffiliated insurance carriers. The assets and operations of AGAI are not
significant to that of the Company and its consolidated subsidiaries. The terms &#147;AMERISAFE,&#148; the
&#147;Company,&#148; &#147;we,&#148; &#147;us,&#148; or &#147;our&#148; refer to AMERISAFE, Inc. and its consolidated subsidiaries, as the
context requires.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company provides workers&#146; compensation and general liability insurance for small to
mid-sized employers engaged in hazardous industries, principally construction, trucking and
logging. Assets and revenues of AIIC represent more than 99% of comparable consolidated amounts of
the Company for each of 2007 and 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the opinion of the management of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial position, the results of operations and cash flows for
the periods presented. The unaudited condensed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934 and
therefore do not include all information and footnotes to be in conformity with accounting
principles generally accepted in the United States (&#147;GAAP&#148;). The results for the interim periods
are not necessarily indicative of the results of operations that may be expected for the year. The
unaudited condensed consolidated financial statements contained herein should be read in
conjunction with our Annual Report on Form 10-K for the year ended December&nbsp;31, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note 2. Stock Options and Restricted Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the initial public offering of shares of the Company&#146;s common stock in
November&nbsp;2005, the Company&#146;s shareholders approved the AMERISAFE 2005 Equity Incentive Plan (the
&#147;2005 Incentive Plan&#148;) and the AMERISAFE 2005 Non-Employee Director Restricted Stock Plan (the
&#147;2005 Restricted Stock Plan&#148;). See Note 13 to our consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December&nbsp;31, 2006 for additional information
regarding the Company&#146;s incentive plans.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->7<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<BR>
(unaudited)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;10, 2006, the compensation committee of our board of directors approved incentive
compensation awards to each of the Company&#146;s executive officers for services rendered in 2005. The
awards were composed of cash bonuses and grants of restricted common stock. The restricted stock
awards were made pursuant to the Company&#146;s 2005 Incentive Plan. Vesting of those restricted shares
that were not forfeited took place on March&nbsp;10, 2007, the first anniversary of the date of grant.
On March&nbsp;2, 2007, the compensation committee of our board of directors approved incentive
compensation awards to each of the Company&#146;s executive officers for services rendered in 2006. The
awards were composed of cash bonuses, grants of restricted common stock and stock options, and all
were made pursuant to the Company&#146;s 2005 Incentive Plan. The fair value of the restricted shares
granted was $230,000. Those restricted shares will vest on March&nbsp;2, 2008, the first anniversary of
the date of grant. The options, totaling 50,000 shares, will vest at a rate of 20% each year
commencing on the first anniversary of the grant date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;1, 2007, 142 shares of restricted common stock were issued to a new non-employee
director pursuant to the 2005 Restricted Stock Plan. The fair value of the restricted shares
granted was $2,500, and those restricted shares vested June&nbsp;14, 2007, the date of the annual
shareholders&#146; meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the 2005 Restricted Stock Plan, 4,888 shares of restricted common stock granted to
non-employee directors in May&nbsp;2006 vested on June&nbsp;14, 2007, the date of the annual shareholders&#146;
meeting. Also on June&nbsp;14, 2007, non-employee directors were issued restricted common stock
totaling 5,943 shares in accordance with the 2005 Restricted Stock Plan. The fair value of the
restricted shares granted was $105,000, and those restricted shares will vest at the next annual
shareholders meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the six months ended June&nbsp;30, 2007, there were 81,249 stock options exercised. Related
to these exercises, the Company received $730,000 of stock option proceeds.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company recognized share-based compensation expense of $273,000 in the quarter ended June
30, 2007, compared to $318,000 for the same period in 2006. The Company recognized share-based
compensation expense of $554,000 in the six months ended June&nbsp;30, 2007, compared to $458,000 for
the same period in 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note 3. Earnings Per Share</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We compute earnings per share in accordance with Statement of Financial Accounting Standards
(SFAS)&nbsp;No.&nbsp;128, &#147;Earnings per Share.&#148; Additionally, we apply the &#147;two-class method&#148; in computing
basic and diluted earnings per share. The two-class method was introduced in SFAS 128, and further
clarified in Emerging Issues Task Force (EITF)&nbsp;No.&nbsp;03-06, &#147;Participating Securities and the
Two-Class&nbsp;Method under FASB Statement No.&nbsp;128, Earnings Per Share, (Issue 03-6).&#148; Under the
two-class method, net income is allocated between common stock and any securities other than common
stock that are eligible to participate in dividends with common stock. Our redeemable preferred
stock qualifies as &#147;participating securities&#148; under SFAS 128 and EITF 03-06.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The two-class method allocates net income available to common shareholders and participating
securities to the extent that each security shares in earnings as if all earnings for the period
had been distributed. The amount of earnings allocable to common shareholders is divided by the
weighted-average number of common shares outstanding for the period. Participating securities that
are convertible into common stock are included in the computation of basic earnings per share if
the effect is dilutive.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<BR>
(unaudited)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Diluted earnings per share includes potential common shares assumed issued under the &#147;treasury
stock method,&#148; which reflects the potential dilution that would occur if any outstanding options
are exercised. Diluted earnings per share also includes the &#147;if converted&#148; method for
participating securities if the effect is dilutive. The two-class method of calculating diluted
earnings per share is used whether the &#147;if converted&#148; result is dilutive or anti-dilutive.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Six Months Ended</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Basic EPS:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net income available to common shareholders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">11,362</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">7,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">19,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">15,054</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Portion allocable to common shareholders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">94.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">87.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">94.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">87.8</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net income allocable to common
shareholders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">10,683</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">6,862</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">18,595</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">13,212</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Basic weighted average common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,779,248</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,422,406</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,744,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,421,569</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Basic earnings per common share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.57</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.39</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.99</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diluted EPS:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net income allocable to common
shareholders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">10,683</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">6,862</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">18,595</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">13,212</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diluted weighted average common shares:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Weighted average common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,779,248</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,422,406</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,744,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,421,569</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Stock options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">321,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">302,884</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Restricted stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,386</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,256</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,447</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,778</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Diluted weighted average common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,109,452</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,427,662</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,055,149</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,426,347</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diluted earnings per common share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.39</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.98</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<BR>
(unaudited)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The table below sets forth the calculation of the percentage of net income allocable to common
shareholders, or the &#147;portion allocable to common shareholders.&#148; Under the two-class method,
unvested stock options, and out-of-the-money vested stock options are not considered to be
participating securities.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Six Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Numerator:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Basic weighted average common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,779,248</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,422,406</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,744,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,421,569</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Add: Other common shares eligible for common
dividends:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Weighted average restricted shares and stock
options (including tax benefit component)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">330,204</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,256</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">310,331</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,778</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Weighted average participating common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,109,452</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,427,662</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,055,149</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,426,347</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Denominator:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Weighted average participating common shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,109,452</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,427,662</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,055,149</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,426,347</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Add: Other classes of securities, including contingently
issuable common shares and convertible preferred
shares:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Weighted average common shares issuable upon
conversion of Series&nbsp;C preferred shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">242,953</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,457,724</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">242,953</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,457,724</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Weighted average common shares issuable upon
conversion of Series&nbsp;D preferred shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">971,817</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">971,817</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">971,817</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">971,817</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Weighted average participating shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,324,222</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,857,203</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,269,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,855,888</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Portion allocable to common shareholders for the second quarter of 2007 was 94.0%, or
19,109,452 divided by 20,324,222. Portion allocable to common shareholders for the second quarter
of 2006 was 87.8%, or 17,427,662 divided by 19,857,203. Portion allocable to common shareholders
for the first half of 2007 was 94.0%, or 19,055,149 divided by 20,269,919. Portion allocable to
common shareholders for the first half of 2006 was 87.8%, or 17,426,347 divided by 19,855,888.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note 4. Income Taxes</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company adopted the provisions of Financial Accounting Standards Board (&#147;FASB&#148;)
Interpretation No.&nbsp;48, &#147;Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No.&nbsp;109&#148; (&#147;FIN 48&#148;), on January&nbsp;1, 2007. At the adoption date and as of June&nbsp;30, 2007,
the Company had no material unrecognized tax benefits and no adjustments to liabilities or
operations were required.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company recognizes interest and penalties related to uncertain tax positions in income tax
expense, which were zero for the six months ended June&nbsp;30, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Tax years 2003 through 2006 are subject to examination by the federal and state taxing
authorities. There are no income tax examinations currently in process.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note 5. Comprehensive Income</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Comprehensive income was $11.7&nbsp;million for the three months ended and $20.0&nbsp;million for the
six months ended June&nbsp;30, 2007. The difference between net income as reported and comprehensive
income was changes in unrealized gains and losses, net of tax.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMERISAFE, INC. AND SUBSIDIARIES<BR>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<BR>
(unaudited)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note 6. Recent Accounting Pronouncements</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In September&nbsp;2005, the American Institute of Certified Public Accountants (&#147;AICPA&#148;) released
Statement of Position 05-1, &#147;Accounting by Insurance Enterprises for Deferred Acquisition Costs in
Connection With Modifications or Exchanges of Insurance Contracts&#148; (&#147;SOP 05-1&#148;). SOP 05-1 requires
identification of transactions that result in a substantial change in an insurance contract. If it
is determined that a substantial change to an insurance contract has occurred, the related
unamortized deferred policy acquisition costs, unearned premiums and other related balances must be
written off. The Company adopted SOP 05-1 on January&nbsp;1, 2007. SOP 05-1 did not have a material
effect on our consolidated financial condition or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In September&nbsp;2006, the FASB issued SFAS No.&nbsp;157, &#147;Fair Value Measurements&#148; (FAS 157),
which defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. FAS 157 is effective for fiscal years beginning
after November&nbsp;15, 2007. We do not expect the adoption of FAS 157 to have a material
effect on our consolidated financial condition or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In February&nbsp;2007, the FASB issued SFAS No.&nbsp;159, &#147;The Fair Value Option for Financial
Assets and Financial Liabilities&#148; (FAS 159), which permits entities to choose to measure
many financial instruments and certain other items at fair value, and establishes
presentation and disclosure requirements for similar assets and liabilities measured at
fair value. FAS 159 is effective for fiscal years beginning after November&nbsp;15, 2007. The
effect of the adoption of FAS 159 on our consolidated financial condition and results of
operations will depend on the nature and extent of items elected to be measured at fair
value when we initially apply the standard in the first quarter of 2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note 7. Subsequent Events</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subsequent to June&nbsp;30, 2007, we commuted our Second Casualty Excess of Loss Reinsurance
Contract (&#147;the Contract&#148;) with Hannover Ruckversicherungs-Aktiengesellschaft (&#147;Hannover&#148;) and
Lloyd&#146;s Underwriters and Companies (&#147;Lloyd&#146;s&#148;) covering excess of loss layers for the 2006 accident
year. The Contract afforded coverage up to $5.0&nbsp;million of each loss occurrence in excess of $5.0
million. As of the date of this filing, we have not received notice of any loss incurred during the
2006 accident year for which we would be entitled to payment under the Contract. As a result of
this commutation, we will record pre-tax income of $990,000 in the third quarter of 2007. Hannover
and Lloyd&#146;s remain obligated to the Company&#146;s insurance subsidiaries under other reinsurance
agreements.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Management&#146;s Discussion and Analysis of Financial Condition and Results of Operations.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following discussion should be read in conjunction with the accompanying unaudited
condensed consolidated financial statements and the related notes included in Item&nbsp;1 of this
Quarterly Report on Form 10-Q, together with &#147;Management&#146;s Discussion and Analysis of Financial
Condition and Results of Operations&#148; included in our Annual Report on Form 10-K for the year ended
December&nbsp;31, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We begin our discussion with an overview of our Company to give you an understanding of our
business and the markets we serve. We then discuss our critical accounting policies. This is
followed with a discussion of our results of operations for the three and six months ended June&nbsp;30,
2007 and 2006. This discussion includes an analysis of certain significant period-to-period
variances in our consolidated statements of operations. Our cash flows and financial condition are
discussed under the caption &#147;Liquidity and Capital Resources.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Business Overview</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AMERISAFE is a holding company that markets and underwrites workers&#146; compensation insurance
through its subsidiaries. Workers&#146; compensation insurance covers statutorily prescribed benefits
that employers are obligated to provide to their employees who are injured in the course and scope
of their employment. Our business strategy is focused on providing this coverage to small to
mid-sized employers engaged in hazardous industries, principally construction, trucking and
logging. Employers engaged in hazardous industries pay substantially higher than average rates for
workers&#146; compensation insurance compared to employers in other industries, as measured per payroll
dollar. The higher premium rates are due to the nature of the work performed and the inherent
workplace danger of our target employers. Hazardous industry employers also tend to have less
frequent but more severe claims as compared to employers in other industries due to the nature of
their businesses. We provide proactive safety reviews of employers&#146; workplaces. These safety
reviews are a vital component of our underwriting process and also promote safer workplaces. We
utilize intensive claims management practices that we believe permit us to reduce the overall cost
of our claims. In addition, our audit services ensure that our policyholders pay the appropriate
premiums required under the terms of their policies and enable us to monitor payroll patterns or
aberrations that cause underwriting, safety or fraud concerns. We believe that the higher premiums
typically paid by our policyholders, together with our disciplined underwriting and safety, claims
and audit services, provide us with the opportunity to earn attractive returns on equity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We market our insurance in 31 states and the District of Columbia through independent
agencies, as well as through our wholly owned insurance agency subsidiary. We are also licensed in
an additional 14 states and the U.S. Virgin Islands.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Critical Accounting Policies</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is important to understand our accounting policies in order to understand our financial
statements. Management considers some of these policies to be critically important to the
presentation of our financial results because they require us to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of our assets, liabilities, revenues
and expenses and the related disclosures. Some of the estimates result from judgments that can be
subjective and complex and, consequently, actual results in future periods might differ from these
estimates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Management believes that the most critical accounting policies relate to the reporting of
reserves for loss and loss adjustment expenses, including losses that have occurred but have not
been reported prior to the reporting date, amounts recoverable from reinsurers, assessments,
deferred policy acquisition costs, deferred income taxes and the impairment of investment
securities. These critical accounting policies are more fully described in Item&nbsp;7, &#147;Management&#146;s
Discussion and Analysis of Financial Condition and Results of Operations&#148; of Part&nbsp;II to our Annual
Report on Form 10-K for the year ended December&nbsp;31, 2006.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Results of Operations</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table summarizes our consolidated financial results for the three and six months
ended June&nbsp;30, 2007 and June&nbsp;30, 2006.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Six Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>June 30,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2007</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>2006</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15">(dollars in thousands, except per share data)</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15">(unaudited)</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Gross premiums written</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94,290</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">92,151</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">184,775</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">172,969</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net premiums earned</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77,106</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72,107</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">152,987</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">139,981</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net investment income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,433</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,843</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,358</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,816</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total revenues</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,713</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79,229</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">167,658</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">154,387</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69,084</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69,494</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">140,144</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">134,779</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,362</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,054</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diluted earnings per common share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.39</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.98</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Other Key Measures</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Net combined ratio (1)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">88.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">95.2</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">90.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">95.1</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Return on average equity (2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">22.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">19.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">20.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">19.4</TD>
    <TD nowrap>%</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>The net combined ratio is calculated by dividing the sum of loss and loss
adjustment expenses incurred, underwriting and certain other operating costs,
commissions, salaries and benefits, and policyholder dividends by the current year&#146;s net
premiums earned.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Return on average equity is calculated by dividing the annualized net income by the
average shareholders&#146; equity, including redeemable preferred stock, for the applicable
period.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Consolidated Results of Operations for Three Months Ended June&nbsp;30, 2007 Compared to June&nbsp;30, 2006</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Gross Premiums Written</I>. Gross premiums written for the three months ended June&nbsp;30, 2007 were
$94.3&nbsp;million, compared to $92.2&nbsp;million for the same period in 2006, an increase of 2.3%. The
increase was attributable primarily to a $2.9&nbsp;million increase in annual premiums on voluntary
policies written during the period and a $167,000 increase in assumed premiums from mandatory
pooling arrangements. These increases were offset by a $570,000 decrease in direct assigned risk
premiums and a $348,000 decrease in premiums resulting from payroll audits and related premium
adjustments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Premiums Written</I>. Net premiums written for the three months ended June&nbsp;30, 2007 were
$89.4&nbsp;million, compared to $87.4&nbsp;million for the same period in 2006, an increase of 2.3%. The
increase was attributable to the growth in gross premiums written, offset by a $163,000 increase in
premiums ceded to reinsurers for the second quarter of 2007, as compared to the prior-year period.
As a percentage of gross premiums written, ceded premiums were 5.2% for the second quarter of 2007,
compared to 5.1% for the second quarter of 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Premiums Earned</I>. Net premiums earned for the three months ended June&nbsp;30, 2007 were $77.1
million, compared to $72.1&nbsp;million for the same period in 2006, an increase of 6.9%. The increase
was attributable to growth in net premiums written in the previous four quarters.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Investment Income</I>. Net investment income for the second quarter of 2007 was $7.4&nbsp;million,
compared to $5.8&nbsp;million for the same period in 2006, an increase of 27.2%. The change was
attributable to an $88.9&nbsp;million increase in our investment portfolio, including cash and cash
equivalents, from an average of $616.4&nbsp;million in the second quarter of 2006 to an average of
$705.3&nbsp;million for the same period of 2007. Also contributing to this growth was an increase in
the tax-equivalent yield on our investment portfolio, from 5.7% per annum as of June&nbsp;30, 2006, to
5.8% per annum as of June&nbsp;30, 2007. The pre-tax investment yield on our investment portfolio
increased
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">from 3.8% per annum during quarter ended June&nbsp;30, 2006, to 4.3% per annum during the quarter
ended June&nbsp;30, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Realized Gains on Investments</I>. Net realized gains on investments for three months ended
June&nbsp;30, 2007 totaled $36,000, compared to $1.1&nbsp;million for the same period in 2006. Net realized
gains in the current period are primarily from called fixed maturity securities. The net realized
gains in the second quarter of 2006 were attributable to the timing of the sale of equity
securities in accordance with our then-existing investment guidelines and practices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Loss and Loss Adjustment Expenses Incurred</I>. Loss and loss adjustment expenses (LAE)&nbsp;incurred
totaled $53.2&nbsp;million for the three months ended June&nbsp;30, 2007, compared to $50.4&nbsp;million for the
same period in 2006, an increase of $2.8&nbsp;million, or 5.6%. This increase was due to higher current
accident year loss and loss adjustment expenses incurred resulting from increased premiums earned
in the three months ended June&nbsp;30, 2007 as compared to the same period in 2006. This increase was
somewhat offset by a decrease in the net loss ratio for the current accident year, which was 69.0%
for the three months ended June&nbsp;30, 2007, compared to 69.9% for the same period in 2006. We
experienced no loss development for prior accident years in either three-month periods.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits</I>.
Underwriting and certain other operating costs, commissions and salaries and benefits for the
second quarter of 2007 were $14.8&nbsp;million, compared to $18.1&nbsp;million for the same period in 2006, a
decrease of 18.1%. This decrease was due to $2.7&nbsp;million from the commutation of several
reinsurance agreements, as discussed below in &#147;Liquidity and Capital Resources.&#148; In addition,
premium charge offs decreased $269,000 and professional fees decreased $253,000. Offsetting these
decreases, commissions increased $515,000, due to the increase in gross premiums earned, and salary
and benefits increased $373,000.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Interest expense</I>. Interest expense for the second quarter of 2007 was $886,000, compared to
$843,000 for the comparable period of 2006. Our weighted average borrowings for both periods were
$36.1&nbsp;million. The weighted average interest rate increased to 9.4% per annum for the second
quarter of 2007 from 9.0% per annum for the second quarter of 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Income tax expense. </I>Income tax expense for the three months ended June&nbsp;30, 2007 was $4.3
million, compared to $1.9&nbsp;million for the same period in 2006. The increase was primarily
attributable to a $5.9&nbsp;million increase in our pre-tax income, from $9.7&nbsp;million for the three
months ended June&nbsp;30, 2006 to $15.6&nbsp;million for the same period in 2007. Our effective tax rate for
the quarter ended June&nbsp;30, 2007 was 27.3%, compared to 19.7% for the same period in 2006. In the
second quarter of 2006, income tax expense was decreased by $571,000 as a result of the release of
a tax accrual for a prior tax year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Consolidated Results of Operations for Six Months Ended June&nbsp;30, 2007 Compared to June&nbsp;30, 2006</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Gross Premiums Written</I>. Gross premiums written for the six months ended June&nbsp;30, 2007 were
$184.8&nbsp;million, compared to $173.0&nbsp;million for the same period in 2006, an increase of 6.8%<B>. </B>The
increase was attributable to an $11.4&nbsp;million increase in annual premiums on voluntary policies
written during the period and a $1.0&nbsp;million increase in premiums resulting from payroll audits and
related premium adjustments. These increases were offset by a $727,000 decrease in direct assigned
risk premiums.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Premiums Written</I>. Net premiums written for the six months ended June&nbsp;30, 2007 were $174.9
million, compared to $163.8&nbsp;million for the same period in 2006, an increase of 6.8%<B>. </B>The increase
was attributable to the growth in gross premiums written. As a percentage of gross premiums
written, ceded premiums were 5.3% for both the first half of 2007 and the first half of 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Premiums Earned</I>. Net premiums earned for the six months ended June&nbsp;30, 2007 were $153.0
million<B>, </B>compared to $140.0&nbsp;million for the same period in 2006, an increase of 9.3%. This increase
was attributable to the increase in net premiums written.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Investment Income</I>. Net investment income for the six months ended June&nbsp;30, 2007 was $14.4
million<B>, </B>compared to $11.8&nbsp;million for the same period in 2006, an increase of 21.5%<B>. </B>The change
was primarily attributable to an increase in our investment portfolio, including cash and cash
equivalents, from a monthly average of $607.3&nbsp;million in the first half of 2006 to a monthly
average of $690.5&nbsp;million in the first half of 2007, an increase of 13.7%. Also contributing to
this growth was an increase in the pre-tax yield on our investment portfolio from 3.9% per annum
during the period ended June&nbsp;30, 2006, to 4.2% per annum during the period ended June&nbsp;30, 2007.
The tax-equivalent yield on our investment portfolio was 5.8% per annum for the period ended June
30, 2007, compared to 5.7% for the same period in 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Net Realized Gains on Investments</I>. Net realized gains on investments for six months ended
June&nbsp;30, 2007 totaled $36,000, compared to $2.2&nbsp;million for the same period in 2006. Net realized
gains in the first half of 2007 are primarily from called fixed maturity securities. The net
realized gains in the first half of 2006 were attributable to the timing of the sale of equity
securities in accordance with our then-existing investment guidelines and practices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Loss and Loss Adjustment Expenses Incurred</I>. Loss and loss adjustment expenses incurred were
$105.7&nbsp;million for the six months ended June&nbsp;30, 2007, compared to $98.2&nbsp;million for the same
period in 2006, an increase of $7.5&nbsp;million<B>, </B>or 7.6%. This increase was due to higher current
accident year loss and loss adjustment expenses incurred resulting from increased net premiums
earned in the six months ended June&nbsp;30, 2007 as compared to the same period in 2006. This increase
was offset by a decrease in the net loss ratio for the current accident year, which was 69.1% for
the six months ended June&nbsp;30, 2007, compared to 70.2% for the same period in 2006. We experienced
no loss development for prior accident years in either six-month period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits</I>.
Underwriting and certain other operating costs, commissions and salaries and benefits for the six
months ended June&nbsp;30, 2007 were $32.0&nbsp;million, compared to $34.5&nbsp;million for the same period in
2006, a decrease of 7.4%. This decrease was due to $2.7&nbsp;million from the commutation of several
reinsurance agreements, as discussed below in &#147;Liquidity and Capital Resources.&#148; In addition,
there was a $936,000 decrease in insurance-related assessments, a $506,000 decrease in professional
fees, and a $408,000 increase in ceding commissions from reinsurers, which acts to reduce
underwriting expenses. Offsetting these decreases were a $1.1&nbsp;million increase in salaries and
benefits, which included a $96,000 increase in salary expense attributable to share-based
compensation, and a $1.1&nbsp;million increase in agents&#146; commissions, which resulted from growth in our
gross premiums earned for the first half of 2007. Our underwriting expense ratio declined from
24.7% for the six months ended June&nbsp;30, 2006 to 20.9% for the same period in 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Interest Expense</I>. Interest expense for the six months ended June&nbsp;30, 2007 was $1.8&nbsp;million
compared to $1.7&nbsp;million for the same period in 2006, an increase of 6.5%. This increase was due
to an increase in our weighted average interest rate from 8.7% per annum for the six months of 2006
to 9.3% per annum for the same period in 2007. Our weighted average borrowings for both six-month
periods were $36.1&nbsp;million.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Policyholder Dividend Expense. </I>Policyholder dividend expense for the six months ended June
30, 2007 was $687,000, compared to $347,000 for the same period in 2006. The increase was mainly
attributable to $241,000 of dividends accrued for Florida policyholders. The dividend was
calculated pursuant to a statutory formula based on our underwriting results on policies written in
Florida over a consecutive three-year period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Income Tax Expense</I>. Income tax expense for the six months ended June&nbsp;30, 2007 was $7.7
million, compared to $4.6&nbsp;million for the same period in 2006. The increase was primarily
attributable to a $7.9&nbsp;million increase in our pre-tax income, from $19.6&nbsp;million for the six
months ended June&nbsp;30, 2006 to $27.5&nbsp;million for the same period in 2007. Our effective tax rate for
the first half of 2007 was 28.1%, compared to 23.2% for the same period in 2006. In the first half
of 2006, income tax expense was decreased by $571,000 as a result of the release of a tax accrual
for a prior tax year.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Liquidity and Capital Resources</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal sources of operating funds are premiums, investment income and proceeds from
sales and maturities of investments. Our primary uses of operating funds include payments of claims
and operating expenses. Currently, we pay claims using cash flow from operations and invest our
excess cash in fixed maturity and equity securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Net cash provided by operating activities was $50.0&nbsp;million for the six months ended June&nbsp;30,
2007, which represented a $15.9&nbsp;million increase in cash provided by operating activities from the
$34.1&nbsp;million in net cash provided by operating activities for the six months ended June&nbsp;30, 2006.
Premiums collected for the six months ended June&nbsp;30, 2007 decreased $3.5&nbsp;million compared to the
same period in 2006 and claim payments increased $11.0&nbsp;million. These decreases in cash were
offset by a $23.5&nbsp;million increase in recoveries from reinsurers, a $3.2&nbsp;million decrease in
expense disbursements and a $3.7&nbsp;million decrease in federal income taxes paid. As discussed below,
the increase in recoveries from reinsurers and the decrease in expense disbursements were impacted
by the commutations of several reinsurance agreements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Net cash used in investing activities was $29.0&nbsp;million for the six months ended June&nbsp;30,
2007, compared to $52.2&nbsp;million for the same period in 2006. Cash provided by sales and maturities
of investments totaled $357.4&nbsp;million for the six months ended June&nbsp;30, 2007 compared to $65.5
million for the same period in 2006. A total of $386.3&nbsp;million in cash was used to purchase
investments in the six months ended June&nbsp;30, 2007, compared to $117.1&nbsp;million in purchases for the
same period in 2006. The increase in sales and purchases of investments in 2007 was due to
increased use of variable rate demand obligations (sometimes referred to as &#147;floaters&#148;), which we
buy and sale regularly, and which are recorded on a gross basis.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Net cash provided by financing activities was $900,000 for the six months ended June&nbsp;30, 2007.
This increase, from $3,000 in the six months ended June&nbsp;30, 2006, was attributable to proceeds of
$730,000 from stock option exercises and a $167,000 increase in tax benefits from share-based
compensation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;23, 2007, we commuted reinsurance agreements with Munich Reinsurance America, Inc.
(formerly known as American Reinsurance Company), covering portions of accident years 2002, 2003,
and 2004. We received cash of approximately $24.5&nbsp;million in exchange for releasing Munich
Reinsurance America from its reinsurance obligations under the commuted agreements. As a result of
these commutations, we recognized $1.7&nbsp;million of pre-tax income in the second quarter of 2007. At
March&nbsp;31, 2007, the Company&#146;s reinsurance recoverable from Munich Reinsurance America was $23.0
million. As of June&nbsp;30, 2007, we had no remaining reinsurance recoverables from Munich Reinsurance
America.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;8, 2007, we commuted our First Casualty Excess of Loss Reinsurance Contract with
Hannover Ruckversicherungs-Aktiengesellschaft (&#147;Hannover&#148;) and Lloyd&#146;s Underwriters and Companies
(&#147;Lloyd&#146;s&#148;) covering excess of loss layers for the 2006 accident year. As a result of this
commutation, we recorded pre-tax income of $1.0&nbsp;million in the second quarter of 2007. Hannover
and Lloyd&#146;s remain obligated to the Company&#146;s insurance subsidiaries under other reinsurance
agreements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In total, we received $25.6&nbsp;million in cash from the two commutations during the second
quarter of 2007. The majority of that cash was invested in tax-exempt fixed maturity securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Investment Portfolio</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of June&nbsp;30, 2007, our investment portfolio, including cash and cash equivalents, totaled
$715.2&nbsp;million, an increase of 16.0% from June&nbsp;30, 2006. The majority of our fixed maturity
securities are classified as held-to-maturity, as defined by SFAS No.&nbsp;115, &#147;Accounting for Certain
Investments in Debt and Equity Securities.&#148; As such, the reported value of those securities is
equal to their amortized cost, and is not impacted by changing interest rates. We also invest in
variable rate demand obligations (&#147;VRDOs&#148;), which are long-term bonds that bear floating interest
rates and provide investors with the option to tender or put the bonds at par, generally on a
daily, weekly or monthly basis. Due to the fact that we purchase these securities with the intent
to hold less than thirty days, we
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">classify VRDOs as available-for-sale, as defined by SFAS No.&nbsp;115. As such, VRDOs are reported
at fair value on our balance sheet. Our equity securities are also classified as
available-for-sale and reported at fair value.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The composition of our investment portfolio, including cash and cash equivalents, as of June
30, 2007 is shown in the following table.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Percentage of</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Carrying Value</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Portfolio</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>(in thousands)</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Fixed maturity securities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">State and political subdivisions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">370,660</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">51.8</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Mortgage-backed securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">122,869</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">15.0</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">U.S. Treasury securities and obligations of U.S.
Government agencies</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61,419</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">8.6</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Corporate bonds</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,803</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">5.1</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Asset-backed securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51,008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">7.1</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Variable rate demand obligations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">2.1</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total fixed maturity securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">641,759</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">89.7</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Equity securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24,760</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">3.5</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,697</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total investments, including cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">715,216</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">100.0</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We regularly evaluate our investment portfolio to identify other-than-temporary impairments in
the fair values of the securities held in our investment portfolio. As of June&nbsp;30, 2007, there
were no other-than-temporary declines in the fair values of the securities held in our investment
portfolio. The tax-equivalent investment yield on our investment portfolio was 5.8% per annum for
the period ended June&nbsp;30, 2007, compared to 5.7% for the same period in 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2006, we began a strategic review of our investment management and related policies. In
connection with the review, we retained Prudential Investment Management, Inc., a registered
investment advisory firm and a wholly owned subsidiary of Prudential Financial Inc., to manage our
portfolio of fixed maturity securities effective November&nbsp;1, 2006. Additionally, our strategic
investment review resulted in two changes regarding our equity investments. First, we changed the
benchmark for the fair value of our holdings of equity securities, from not more than 15% of our
total investment portfolio, to a range from 20% to 30% of shareholders&#146; equity, plus redeemable
preferred stock, at the end of the most recently completed fiscal year. Our second change was to
restructure our equity portfolio such that it would be composed of passively managed investments in
equity indexes along with a portion of actively managed equity positions. As a result of this
second change, we sold all of the securities in our equity portfolio in September and October of
2006 and invested $21.1&nbsp;million of value-based exchange traded funds in late 2006. As of June&nbsp;30,
2007, the carrying value of our equity portfolio was $24.8&nbsp;million, or 13.5% of shareholders&#146;
equity plus redeemable preferred stock at year end 2006. Over the remaining months in 2007, we may
purchase more index funds, or we may retain the services of a third-party equity portfolio manager
to actively manage a portion of our equity portfolio.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Quantitative and Qualitative Disclosures About Market Risk.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Market risk is the risk of potential economic loss principally arising from adverse changes in
the fair value of financial instruments. The major components of market risk affecting us are
credit risk, interest rate risk and equity price risk. We currently have no exposure to foreign
currency risk.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since December&nbsp;31, 2006, there have been no material changes in the quantitative or
qualitative aspect of our market risk profile. For additional information regarding the Company&#146;s
exposure to certain market risks, see Item&nbsp;7A. &#147;&#151;Quantitative and Qualitative Disclosures About
Market Risk&#148; in our Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2006.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Controls and Procedures.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the supervision and with the participation of our management, including our chief
executive officer and chief financial officer, we have evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rule&nbsp;13a-15(e) under the Securities Exchange Act
of 1934, as amended (the &#147;Exchange Act&#148;)) as of the end of the period covered by this report.
Based on that evaluation, our chief executive officer and chief financial officer concluded that
our disclosure controls and procedures were effective as of the end of the period covered by this
report to provide reasonable assurance that information we are required to disclose in reports that
are filed or submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms specified by the SEC. We note that the
design of any system of controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving the stated
goals under all potential future conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There have not been any changes in our internal control over financial reporting during the
period covered by this report that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>PART II &#151; OTHER INFORMATION</B>
</DIV>

<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Legal Proceedings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1A. Risk Factors.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Unregistered Sales of Equity Securities and Use of Proceeds.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.
</DIV>
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Defaults Upon Senior Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Submission of Matters to a Vote of Security Holders.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The company held its 2007 Annual Meeting of Shareholders on June&nbsp;14, 2007. Shareholders were
asked to vote on the election of four directors, and to ratify the appointment of Ernst &#038; Young,
LLP as the Company&#146;s independent registered accounting firm for 2007. The results, which did not include any broker non-votes, were as follows:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Proposal 1<BR>
Election of Directors
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Nominees for election to a term expiring at the Company&#146;s Annual Meeting in 2010:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Shares Voted For</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Shares Withheld</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Jared A. Morris</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,171,420</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,871,268</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Daniel Phillips</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,095,272</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,947,416</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sean M. Traynor</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,664,915</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">377,773</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Nominee for election to a term expiring at the Company&#146;s Annual Meeting in 2009:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Shares Voted For</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Shares Withheld</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Millard E. Morris</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,756,298</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">286,390</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Proposal 2<BR>
Ratification of Appointment of Ernst &#038; Young, LLP as the Company&#146;s Independent<BR>
Registered Public Accounting Firm for 2007
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Shares Voted For</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Shares Voted Against</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Shares Abstaining</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">17,027,601</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,560</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,527</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Other Information.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.
</DIV>
<DIV align="left">
<A name="114"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Exhibits.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein </TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First and Second Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein</TD>
</TR>


<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Third Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein.</TD>
</TR>



<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">31.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of C. Allen Bradley, Jr. filed pursuant to
Section&nbsp;302 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">31.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of Geoffrey R. Banta filed pursuant to Section
302 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">32.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of C. Allen Bradley, Jr. and Geoffrey R. Banta
filed pursuant to 18 U.S.C. Section&nbsp;1350, as adopted pursuant
to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="115"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">AMERISAFE, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">August 7, 2007&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ C. Allen Bradley, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">C. Allen Bradley, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD nowrap colspan="3" align="left">Chairman, President and Chief Executive Officer<BR>
(Principal Executive Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">August 7, 2007&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Geoffrey R. Banta
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Geoffrey R. Banta&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD nowrap colspan="3" align="left">Executive Vice President and Chief Financial Officer<BR>
(Principal Financial and Accounting Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="116"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->

<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein </TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First and Second Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein</TD>
</TR>


<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Third Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2007, issued to the Registrant by the reinsurers named therein.</TD>
</TR>



<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">31.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of C. Allen Bradley, Jr. filed pursuant to
Section&nbsp;302 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">31.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of Geoffrey R. Banta filed pursuant to Section
302 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">32.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of C. Allen Bradley, Jr. and Geoffrey R. Banta
filed pursuant to 18 U.S.C. Section&nbsp;1350, as adopted pursuant
to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d48774exv10w1.txt
<DESCRIPTION>FIRST CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
- -------                                                                     ----
<S>                                                                         <C>
      I   Classes of Business Reinsured                                       1
     II   Commencement and Termination                                        1
    III   Territory (BRMA 51A)                                                3
     IV   Exclusions                                                          3
      V   Special Acceptances                                                 7
     VI   Retention and Limit                                                 7
    VII   Definitions                                                         8
   VIII   Annuities at Company's Option                                      10
     IX   Claims                                                             11
      X   Commutation                                                        11
     XI   Special Commutation                                                12
    XII   Salvage and Subrogation                                            14
   XIII   Reinsurance Premium                                                14
    XIV   Late Payments                                                      14
     XV   Offset (BRMA 36A)                                                  16
    XVI   Access to Records (BRMA 1D)                                        16
   XVII   Liability of the Reinsurer                                         16
  XVIII   Net Retained Lines (BRMA 32E)                                      16
    XIX   Errors and Omissions (BRMA 14F)                                    16
     XX   Currency (BRMA 12A)                                                17
    XXI   Taxes (BRMA 50B)                                                   17
   XXII   Federal Excise Tax                                                 17
  XXIII   Reserves and Letters of Credit                                     17
   XXIV   Insolvency                                                         19
    XXV   Arbitration (BRMA 6J)                                              20
   XXVI   Service of Suit (BRMA 49C)                                         21
  XXVII   Entire Agreement                                                   21
 XXVIII   Governing Law (BRMA 71B)                                           21
   XXIX   Agency Agreement                                                   21
    XXX   Intermediary (BRMA 23A)                                            21
</TABLE>

                                                                 (BENFIELD LOGO)
<PAGE>

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group
             (hereinafter referred to collectively as the "Company")

                                       by

                   The Subscribing Reinsurer(s) Executing the
                     Interests and Liabilities Agreement(s)
                                 Attached Hereto
                  (hereinafter referred to as the "Reinsurer")

ARTICLE I - CLASSES OF BUSINESS REINSURED

By this Contract the Reinsurer agrees to reinsure the excess liability which may
accrue to the Company under its policies, contracts and binders of insurance or
reinsurance (hereinafter called "policies") in force at the effective date
hereof or issued or renewed on or after that date, and classified by the Company
as Workers' Compensation, Employers Liability, including coverage provided under
the U.S. Longshore and Harbor Workers' Compensation Act and the Jones Act, and
General Liability business, subject to the terms, conditions and limitations
hereinafter set forth.

ARTICLE II - COMMENCEMENT AND TERMINATION

A.   This Contract shall become effective at 12:01 a.m., Local Standard Time,
     January 1, 2007, with respect to losses arising out of occurrences
     commencing at or after that time and date, and shall continue in force
     thereafter until terminated.

B.   Either party may terminate this Contract at 12:01 a.m., Local Standard
     Time, on any January 1 by giving the other party not less than 90 days
     prior notice by certified or registered mail.


                                     Page 1

<PAGE>

C.   Notwithstanding the provisions of paragraph B above, the Company may
     terminate a Subscribing Reinsurer's percentage share in this Contract in
     the event any of the following circumstances occur as clarified by public
     announcement for subparagraphs 1 through 6 below and upon discovery for
     subparagraphs 7 and 8 below. The Company has 120 days from the date of
     applicable public announcement or discovery to exercise the option to
     terminate a Subscribing Reinsurer's percentage share in this Contract. The
     effective date of special termination shall not be sooner than one day
     after the Company provides the Subscribing Reinsurer notice of its election
     to specially terminate, unless mutually agreed otherwise:

     1.   The Subscribing Reinsurer's policyholders' surplus at the beginning of
          any contract year has been reduced by more than 20.0% of the amount of
          surplus 12 months prior to that date; or

     2.   The Subscribing Reinsurer's policyholders' surplus at any time during
          any contract year has been reduced by more than 20.0% of the amount of
          surplus at the date of the Subscribing Reinsurer's most recent
          financial statement filed with regulatory authorities and available to
          the public as of the beginning of the contract year; or

     3.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     4.   The Subscribing Reinsurer has become merged with, acquired by or
          controlled by any other company, corporation or individual(s) not
          controlling the Subscribing Reinsurer's operations previously; or

     5.   A State Insurance Department or other legal authority has ordered the
          Subscribing Reinsurer to cease writing business; or

     6.   The Subscribing Reinsurer has become insolvent or has been placed into
          liquidation or receivership (whether voluntary or involuntary) or
          proceedings have been instituted against the Subscribing Reinsurer for
          the appointment of a receiver, liquidator, rehabilitator, conservator
          or trustee in bankruptcy, or other agent known by whatever name, to
          take possession of its assets or control of its operations; or

     7.   The Subscribing Reinsurer has reinsured its entire liability under
          this Contract without the Company's prior written consent; or

     8.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

D.   Unless the Company elects that the Reinsurer have no liability for losses
     arising out of occurrences commencing after the effective date of
     termination, and so notifies the Reinsurer prior to or as promptly as
     possible after the effective date of termination, reinsurance hereunder on
     business in force on the effective date of termination shall remain in full
     force and effect until expiration, cancellation or next premium anniversary
     of such business, whichever first occurs, but in no event beyond 12 months
     plus odd time (not exceeding 18 months in all) following the effective date
     of termination.


                                      Page 2

<PAGE>

ARTICLE III - TERRITORY (BRMA 51A)

The territorial limits of this Contract shall be identical with those of the
Company's policies.

ARTICLE IV - EXCLUSIONS

A.   This Contract does not apply to and specifically excludes the following:

     1.   Lines of business not identified in the Classes of Business Reinsured
          Article.

     2.   All excess of loss reinsurance assumed by the Company.

     3.   Reinsurance assumed by the Company under obligatory reinsurance
          agreements, except:

          a.   Agency reinsurance where the policies involved are to be
               reunderwritten in accordance with the underwriting standards of
               the Company and reissued as Company policies at the next
               anniversary or expiration date; and

          b.   Intercompany reinsurance between any of the reinsured companies
               under this Contract.

     4.   Business written by the Company on a co-indemnity basis where the
          Company is not the controlling carrier.

     5.   Business written to apply in excess of a deductible of more than
          $25,000, and business issued to apply specifically in excess over
          underlying insurance. However, if the Company is required, by any
          state regulation, to provide a deductible of more than $25,000, this
          exclusion shall not apply.

     6.   Nuclear risks as defined in the "Nuclear Incident Exclusion Clause -
          Liability - Reinsurance (U.S.A.)" attached to and forming part of this
          Contract.

     7.   As regards interests which at time of loss or damage are on shore, no
          liability shall attach hereto in respect of any loss or damage which
          is occasioned by war, invasion, hostilities, acts of foreign enemies,
          civil war, rebellion, insurrection, military or usurped power, or
          martial law or confiscation by order of any government or public
          authority. This War Exclusion Clause shall not, however, apply to
          interests which at time of loss or damage are within the territorial
          limits of the United States of America (comprising the Fifty States of
          the Union, the District of Columbia, and including bridges between the
          United States of America and Mexico provided they are under United
          States ownership), Canada, St. Pierre and Miquelon, provided such
          interests are insured under policies containing a standard war or
          hostilities or warlike operations exclusion clause.

     8.   Liability as a member, subscriber or reinsurer of any Pool, Syndicate
          or Association, but this exclusion shall not apply to Assigned Risk
          Plans or similar plans.


                                     Page 3

<PAGE>

     9.   All liability of the Company arising by contract, operation of law, or
          otherwise, from its participation or membership, whether voluntary or
          involuntary, in any insolvency fund. "Insolvency fund" includes any
          guaranty fund, insolvency fund, plan, pool, association, fund or other
          arrangement, however denominated, established or governed, which
          provides for any assessment of or payment or assumption by the Company
          of part or all of any claim, debt, charge, fee or other obligation of
          an insurer, or its successors or assigns, which has been declared by
          any competent authority to be insolvent, or which is otherwise deemed
          unable to meet any claim, debt, charge, fee or other obligation in
          whole or in part.

     10.  Workers' Compensation where the principal exposures, as defined by the
          governing class code, include:

          a.   Operation of aircraft, but only if the annual estimated policy
               premium is $250,000 or more;

          b.   Railroad, subway or street railway operations;

          c.   Operation or navigation of vessels or barges;

          d.   Manufacture, production or refining of gas, natural or artificial
               fuel, or other liquefied petroleum fuel, but only if the annual
               estimated policy premium is $250,000 or more;

          e.   Manufacturing, assembly, packing or processing of fireworks,
               fuses, nitroglycerine, magnesium, pyroxylin, ammunition or
               explosives. This exclusion does not apply to the assembly,
               packing or processing of explosives when the estimated annual
               premium is under $250,000;

          f.   Wrecking or demolition of structures, but only if the annual
               estimated policy premium is $250,000 or more;

          g.   Underground mining.

     11.  As respects Workers' Compensation and Employers Liability only, unless
          otherwise excluded as set forth above, the reinsurance provided under
          this Contract shall not apply to any loss, cost or expense arising out
          of or related to, either directly or indirectly, any "terrorist
          activity," as defined herein, but this exclusion shall only apply when
          the activity includes, involves or is associated with the use of any
          biological, chemical, radioactive or nuclear agent, material, device
          or weapon, or when the predominant business of the policyholder, as
          defined by the governing class code, is:

          a.   The operation of: airports and aircraft; flight schools; bridges,
               dams, tunnels or locks; department stores; shopping malls; chain
               retail stores; casinos and casino hotels; cruise lines;
               railroads; ports/public transit authorities; security services;
               stadiums; convention/exhibition centers; or theme/amusement
               parks;

          b.   The manufacture and distribution of: automobiles; chemicals,
               petrochemicals or pharmaceuticals; utilities (electric, gas,
               water and sewer); major defense/aerospace products; or high-tech
               equipment, but only if the policyholder


                                     Page 4

<PAGE>

               employs more than 20 personnel at the location of a terrorist
               activity at the time of its occurrence;

          c.   The management or operation of the following type of structures,
               but only if greater than 25 stories in height:
               apartments/condominiums/co-ops; hotels/motels; or office
               buildings;

          d.   Businesses primarily engaged in the entertainment, media or
               transportation industry limited to the following: major media
               providers (NBC, FOX, ABC, CBS, etc.); television and motion
               picture studios; Broadway theaters; major internet companies
               (AOL, Yahoo, etc.); professional sports teams; major
               telecommunications companies (AT&T, WorldCom/MCI, etc.); national
               truck rental companies (Ryder, Penske, U-Haul, etc.); or major
               national motor freight common carriers (J.B. Hunt, Red Arrow,
               etc.);

          e.   Policyholders primarily located in, or predominantly doing
               business as: hospitals; universities; nuclear facilities;
               financial institutions; or governmental buildings and national
               landmarks.

          "Terrorist activity" shall mean any deliberate, unlawful act that:

          a.   Is declared by any authorized government official to be or to
               involve terrorism, terrorist activity or acts of terrorism; or

          b.   Includes, involves, or is associated with the use or threatened
               use of force, violence or harm against any person, tangible or
               intangible property, the environment, or any natural resources,
               where the act or threatened act is intended, in whole or in part,
               to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator; or

               ii.  Influence, disrupt or interfere with any government related
                    operations, activities or policies; or

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy; or

          c.   Includes, involves, or is associated with, in whole or in part,
               any of the following activities, or the threat thereof:

               i.   Hijacking or sabotage of any form of transportation or
                    conveyance, including but not limited to spacecraft,
                    satellite, aircraft, train, vessel or motor vehicle;

               ii.  Hostage taking or kidnapping;

               iii. The use of any bomb, incendiary device, explosive or
                    firearm;


                                     Page 5

<PAGE>

               iv.  The interference with or disruption of basic public or
                    commercial services and systems, including but not limited
                    to the following services or systems: electricity, natural
                    gas, power, postal, communications, telecommunications,
                    information, public transportation, water, fuel, sewer or
                    waste disposal;

               v.   The injuring or assassination of any elected or appointed
                    government official or any government employee;

               vi.  The seizure, blockage, interference with, disruption of, or
                    damage to any government buildings, institutions, functions,
                    events, tangible or intangible property or other assets; or

               vii. The seizure, blockage, interference with, disruption of, or
                    damage to tunnels, roads, streets, highways, or other places
                    of public transportation or conveyance.

          d.   Any of the activities listed in subparagraph c, above, shall be
               considered terrorist activity, except where the Company can
               demonstrate to the Reinsurer that the foregoing activities or
               threats thereof were motivated solely by personal objectives of
               the perpetrator that are unrelated, in whole or in part, to any
               intention to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator;

               ii.  Influence, disrupt or interfere with any government-related
                    operations, activities or policies;

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy.

     12.  As respects General Liability policies, exposures, other than those
          identified below, as included in the General Liability section of the
          Company's Commercial Lines Manual:

          a.   Class 97111 - Logging;

          b.   Class 58873 - Sawmill;

          c.   Class 59984 - Woodyard and Drivers;

          d.   Class 95410 - Grading of Land;

          e.   Class 45819 - Lumber Yard;

          f.   Class 10073 - Repair Shops and Drivers;


                                     Page 6

<PAGE>

          g.   Class 43822 - Timber Cruiser;

          h.   Class 99793 - Truckmen Not Otherwise Classified;

          i.   Class 91591 - Contractors - Subcontracted Work Other Than
               Construction;

          j.   Class 49452 - Vacant Land.

B.   Any exclusion set forth in subparagraphs 10 and/or 12 of paragraph A shall
     be waived automatically when, in the opinion of the Company, the exposure
     excluded therein is incidental to the principal exposure on the risk in
     question.

C.   If the Company is bound, without the knowledge and contrary to the
     instructions of the Company's supervisory underwriting personnel, on any
     business falling within the scope of one or more of the exclusions set
     forth in subparagraphs 10 and/or 12 of paragraph A, the exclusion shall be
     suspended with respect to such business until the Company has the first
     opportunity to cancel the policy in compliance with governmental
     requirements.

D.   If the Company is required to accept an assigned risk which conflicts with
     one or more of the exclusions set forth in subparagraph 10 of paragraph A,
     reinsurance shall apply, but only for the difference between the Company's
     retention and the minimum limit required by the applicable state statute,
     and in no event shall the Reinsurer's liability exceed the limit set forth
     in the Retention and Limit Article.

ARTICLE V - SPECIAL ACCEPTANCES

From time to time the Company may request a special acceptance of reinsurance
falling outside the scope of the provisions set forth in this Contract. If each
Subscribing Reinsurer whose share in the interests and liabilities of the
Reinsurer is 20.0% or greater agrees to a special acceptance, such special
acceptance shall be binding on all Subscribing Reinsurers with respect to their
respective shares. If such agreement is not achieved, such special acceptance
shall be made to this Contract only with respect to the interests and
liabilities of each Subscribing Reinsurer who agrees to the special acceptance.
In the event a reinsurer becomes a party to this Contract subsequent to one or
more special acceptances hereunder, the new reinsurer shall automatically accept
such special acceptance(s) as being covered hereunder.

ARTICLE VI - RETENTION AND LIMIT

A.   The Company shall retain and be liable for the first $2,000,000 of ultimate
     net loss arising out of each occurrence. The Reinsurer shall then be liable
     (subject to the provisions of paragraph B below) for the amount by which
     such ultimate net loss exceeds the Company's retention, but the liability
     of the Reinsurer shall not exceed $3,000,000 as respects any one
     occurrence, nor shall the liability of the Reinsurer exceed $51,000,000 in
     all for the contract year.

B.   Notwithstanding the provisions of paragraph A above, no claim shall be made
     under this Contract during any contract year unless and until cumulative
     subject excess losses paid from losses arising out of occurrences
     commencing during the contract year (being losses which would be
     recoverable from the Reinsurer under paragraph A above were it not for the


                                     Page 7

<PAGE>

     provisions of this paragraph) exceed an annual aggregate retention of 1.8%
     of net earned premium. The Company shall retain and be liable for such
     annual aggregate retention in addition to its initial loss retention
     stipulated in paragraph A above.

C.   As respects any loss or losses arising out of terrorist activity, the
     liability of the Reinsurer shall not exceed $3,000,000 each contract year.
     Terrorism losses that apply to the annual aggregate deductible shall not
     reduce the liability of the Reinsurer as respects the aggregate terrorism
     limit.

D.   The Company shall be permitted to carry quota share and excess reinsurance,
     recoveries under which shall inure solely to the benefit of the Company and
     be entirely disregarded in applying all of the provisions of this Contract.

E.    The Company shall purchase or be deemed to have purchased inuring excess
      facultative reinsurance to limit its ultimate net loss under any one
      coverage, any one policy (exclusive of loss in excess of policy limits or
      extra contractual obligations) to $2,000,000 each occurrence as respects
      General Liability and Employers Liability business subject hereto.

F.    The Company shall be permitted to carry excess of loss reinsurance
      applying to Workers' Compensation risks in the State of Minnesota,
      recoveries under which shall inure to the benefit of this Contract.

      Such coverage shall be provided through the Minnesota Workers'
      Compensation Reinsurance Association. It is understood that the liability
      of the Reinsurer for Minnesota Workers' Compensation risks is not
      released.

      In the event the Company accrues liability that is not provided by any
      inuring reinsurance, for whatever reason, the Reinsurer agrees to reinsure
      such excess liability.

ARTICLE VII - DEFINITIONS

A.   "Ultimate net loss" as used herein is defined as the sum or sums (including
     loss in excess of policy limits, extra contractual obligations and any loss
     adjustment expense, as hereinafter defined) paid or payable by the Company
     in settlement of claims and in satisfaction of judgments rendered on
     account of such claims, after deduction of all salvage, all recoveries and
     all claims on inuring insurance or reinsurance, whether collectible or not.
     Nothing herein shall be construed to mean that losses under this Contract
     are not recoverable until the Company's ultimate net loss has been
     ascertained.

B.   "Loss in excess of policy limits" and "extra contractual obligations" as
     used herein shall be defined as follows:

     1.   "Loss in excess of policy limits" shall mean 90.0% of any amount paid
          or payable by the Company in excess of its policy limits, but
          otherwise within the terms of its policy, such loss in excess of the
          Company's policy limits having been incurred because of, but not
          limited to, failure by the Company to settle within the policy limits
          or by reason of the Company's alleged or actual negligence, fraud or
          bad faith in rejecting an offer of settlement or in the preparation of
          the defense or in the trial of an action against its insured or
          reinsured or in the preparation or prosecution of an appeal consequent
          upon such an action.


                                     Page 8

<PAGE>

     2.   "Extra contractual obligations" shall mean 90.0% of any punitive,
          exemplary, compensatory or consequential damages paid or payable by
          the Company, not covered by any other provision of this Contract and
          which arise from the handling of any claim on business subject to this
          Contract, such liabilities arising because of, but not limited to,
          failure by the Company to settle within the policy limits or by reason
          of the Company's alleged or actual negligence, fraud or bad faith in
          rejecting an offer of settlement or in the preparation of the defense
          or in the trial of any action against its insured or reinsured or in
          the preparation or prosecution of an appeal consequent upon such an
          action. An extra contractual obligation shall be deemed, in all
          circumstances, to have occurred on the same date as the loss covered
          or alleged to be covered under the policy.

     If any provision of this Article shall be rendered illegal or unenforceable
     by the laws, regulations or public policy of any state, such provision
     shall be considered void in such state, but this shall not affect the
     validity or enforceability of any other provision of this Contract or the
     enforceability of such provision in any other jurisdiction.

     Notwithstanding anything stated herein, this Contract shall not apply to
     any loss in excess of policy limits or any extra contractual obligation
     incurred by the Company as a result of any fraudulent and/or criminal act
     by any officer or director of the Company acting individually or
     collectively or in collusion with any individual or corporation or any
     other organization or party involved in the presentation, defense or
     settlement of any claim covered hereunder.

C.   "Occurrence" as used herein is defined as an accident or occurrence or a
     series of accidents or occurrences arising out of or caused by one event,
     except that:

     1.   As respects General Liability policies where the Company's limit of
          liability for Products and Completed Operations coverages is
          determined on the basis of the insured's aggregate losses during a
          policy period, all such losses proceeding from or traceable to the
          same causative agency shall, at the Company's option, be deemed to
          have been caused by one occurrence commencing at the beginning of the
          policy period, it being understood and agreed that each renewal or
          annual anniversary date of the policy involved shall be deemed the
          beginning of a new policy period;

     2.   Each occupational or industrial disease case or cumulative trauma case
          contracted by an employee of an insured shall be deemed to have been
          caused by a separate occurrence, commencing on:

          a.   The date of disability for which compensation is payable if the
               case is compensable under the Workers' Compensation Law;

          b.   The date disability due to the disease actually began if the case
               is not compensable under the Workers' Compensation Law;

          c.   The date of cessation of employment if claim is made after
               employment has ceased.

     3.   Notwithstanding the provisions of subparagraph 2 above, as respects
          losses resulting from occupational or industrial disease or cumulative
          trauma suffered by employees of


                                     Page 9

<PAGE>

          an insured for which the employer is liable, as a result of a sudden
          and accidental event not exceeding 72 hours in duration, all such
          losses shall be considered one occurrence and may be combined with
          losses classified as other than occupational or industrial disease or
          cumulative trauma which arise out of the same event and the
          combination of such losses shall be considered as one occurrence
          within the meaning hereof.

D.   "Occupational or industrial disease" is any abnormal condition that
     fulfills all of the following conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has been caused by exposure to a disease producing agent or agents
          present in the worker's occupational environment.

     3.   It has resulted in disability or death.

E.   "Cumulative trauma" is an injury that fulfills all of the following
     conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has occurred from and has been aggravated by a repetitive
          employment related activity.

     3.   It has resulted in disability or death.

F.   "Loss adjustment expense" as used herein shall mean expenses allocable to
     the investigation, defense and/or settlement of specific claims, including
     litigation expenses, interest on judgments, declaratory judgment expenses
     or other legal expenses and costs incurred in connection with coverage
     questions and legal actions connected thereto, and salaries and expenses of
     salaried adjusters associated with claims covered under policies of the
     Company reinsured hereunder but not including office expenses or salaries
     of the Company's regular employees.

G.   "Contract year" as used in this Contract shall mean the period from 12:01
     a.m., Local Standard Time, January 1, 2007 to 12:01 a.m., Local Standard
     Time, January 1, 2008, and each respective 12-month period thereafter that
     this Contract continues in force. However, if this Contract is terminated,
     the final contract year shall be from the beginning of the then current
     contract year through the date of termination if this Contract is
     terminated on a "cutoff" basis, or the end of the runoff period if this
     Contract is terminated on a "runoff" basis.

ARTICLE VIII - ANNUITIES AT COMPANY'S OPTION

A.   Whenever the Company is required, or elects, to purchase an annuity or to
     negotiate a structured settlement, either in satisfaction of a judgment or
     in an out-of-court settlement or otherwise, the cost of the annuity or the
     structured settlement, as the case may be, shall be deemed part of the
     Company's ultimate net loss.


                                     Page 10

<PAGE>

B.   The terms "annuity" or "structured settlement" shall be understood to mean
     any insurance policy, lump sum payment, agreement or device of whatever
     nature resulting in the payment of a lump sum by the Company in settlement
     of any or all future liabilities which may attach to it as a result of an
     occurrence.

C.   In the event the Company purchases an annuity which inures in whole or in
     part to the benefit of the Reinsurer, it is understood that the liability
     of the Reinsurer is not released thereby. In the event the Company is
     required to provide benefits not provided by the annuity for whatever
     reason, the Reinsurer shall pay its share of any loss.

ARTICLE IX - CLAIMS

A.   Whenever a claim is reserved by the Company for an amount greater than
     50.0% of its retention hereunder and/or whenever a claim appears likely to
     result in a claim under this Contract, the Company shall notify the
     Reinsurer. Further, the Company shall notify the Reinsurer whenever a claim
     involves a fatality, major limb amputation, spinal cord damage, brain
     damage, blindness or extensive burns, regardless of liability, if the
     policy limits or statutory benefits applicable to the claim are greater
     than the Company's retention hereunder. The Reinsurer shall have the right
     to participate, at its own expense, in the defense of any claim or suit or
     proceeding involving this reinsurance.

B.   All claim settlements made by the Company, provided they are within the
     terms of this Contract (including but not limited to ex-gratia payments),
     shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all
     amounts for which it may be liable upon receipt of satisfactory evidence of
     the amount paid by the Company.

ARTICLE X - COMMUTATION

A.   Upon mutual agreement, the Company may commute the contract year.

B.   Unless otherwise mutually agreed, the calculation for the commutation shall
     be calculated in accordance with the following formula:

     1.   The net reinsurance premium earned (i.e., the gross reinsurance
          premium earned less the ceding commission allowed) for the contract
          year; less

     2.   The Reinsurer's paid losses and loss adjustment expense on losses
          arising out of occurrences commencing during the contract year; less

     3.   The Reinsurer's margin at 25.0% of the net reinsurance premium earned
          (i.e., the gross reinsurance premium earned less the ceding commission
          allowed) for the contract year; equals

     4.   The commutation balance.

C.   Payment to the Company of the commutation balance will result in a full and
     final commutation of all known and unknown losses and shall constitute a
     complete and final


                                     Page 11

<PAGE>

     release of the Reinsurer and the Company in respect of any and all
     liabilities on business covered under this Contract during the contract
     year commuted.

D.   Should the calculation be zero or negative, no payment shall be made and
     the Company shall have the option to provide a full and final commutation
     of all known and unknown losses, which shall constitute a complete and
     final release of the Reinsurer and the Company with respect to any and all
     liabilities on business covered under this Contract during the contract
     year commuted.

ARTICLE XI - SPECIAL COMMUTATION

A.   In the event a Subscribing Reinsurer meets the following conditions, the
     Company may require a commutation of that portion of any excess loss
     hereunder represented by any outstanding claim or claims, including any
     related loss adjustment expense.

     1.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     2.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

     "Outstanding claim or claims" shall be defined as known or unknown claims,
     including any billed yet unpaid claims. However, unless otherwise mutually
     agreed, this paragraph shall not apply unless the outstanding claim or
     claims is for an amount not less than $5,000.

B.   If the Company elects to require commutation as provided in paragraph A
     above, the Company shall submit a Statement of Valuation of the outstanding
     claim or claims as of the last day of the month immediately preceding the
     month in which the Company elects to require commutation, as determined by
     the Company. Such Statement of Valuation shall include the elements
     considered reasonable to establish the excess loss and shall set forth or
     attach the information relied upon by the Company and the methodology
     employed to calculate the excess loss. The Subscribing Reinsurer shall then
     pay the amount requested within 30 calendar days of receipt of such
     Statement of Valuation, unless the Subscribing Reinsurer needs additional
     information from the Company to assess the Company's Statement of Valuation
     or contests such amount.

C.   If the Subscribing Reinsurer needs additional information from the Company
     to assess the Company's Statement of Valuation or contests the amount
     requested, the Subscribing Reinsurer shall so notify the Company within 15
     calendar days of receipt of the Company's Statement of Valuation. The
     Company shall supply any reasonably requested information to the
     Subscribing Reinsurer within 15 calendar days of receipt of the
     notification. Within 30 calendar days of the date of the notification or of
     the receipt of the information, whichever is later, the Subscribing
     Reinsurer shall provide the Company with its Statement of Valuation of the
     outstanding claim or claims as of the last day of the month immediately
     preceding the month in which the Company elects to require commutation, as
     determined by the Subscribing Reinsurer. Such Statement of Valuation shall
     include the elements considered reasonable to establish the excess loss and
     shall set forth or attach the information relied upon by the Subscribing
     Reinsurer and the methodology employed to calculate the excess loss.


                                     Page 12

<PAGE>

D.   In the event the Subscribing Reinsurer's Statement of Valuation of the
     outstanding claim or claims is viewed as unacceptable to the Company, the
     Company may either abandon the commutation effort, or may seek to settle
     any difference by using an independent actuary agreed to by the parties.

E.   If the parties cannot agree on an acceptable independent actuary within 15
     calendar days of the date of the Subscribing Reinsurer's Statement of
     Valuation, then each party shall appoint an actuary as party arbitrators
     for the limited and sole purpose of selecting an independent actuary. If
     the actuaries cannot agree on an acceptable independent actuary within 15
     calendar days of the date of the Subscribing Reinsurer's Statement of
     Valuation, the Company shall supply the Subscribing Reinsurer with a list
     of at least three proposed independent actuaries, and the Subscribing
     Reinsurer shall select the independent actuary from that list.

F.   Upon selection of the independent actuary, both parties shall present their
     respective written submissions to the independent actuary. The independent
     actuary may, at his or her discretion, request additional information. The
     independent actuary shall issue his or her decision within 45 calendar days
     after the written submissions have been filed and any additional
     information has been provided.

G.   The decision of the independent actuary shall be final and binding. The
     expense of the independent actuary shall be equally divided between the two
     parties. For the purposes of this Article, unless mutually agreed
     otherwise, an "independent actuary" shall be an actuary who satisfies each
     of the following criteria:

     1.   Is regularly engaged in the valuation of claims resulting from lines
          of business subject to this Contract; and

     2.   Is either a Fellow of the Casualty Actuarial Society or of the
          American Academy of Actuaries; and

     3.   Is disinterested and impartial regarding this commutation.

H.   Notwithstanding paragraphs A, B and C above, in the event that the
     Subscribing Reinsurer no longer meets the conditions set forth in
     subparagraph 1 or 2 in paragraph A above, this commutation may continue on
     a mutually agreed basis.

I.   Payment by the Subscribing Reinsurer of the amount requested in accordance
     with paragraph B, C or F above, shall release the Subscribing Reinsurer
     from all further liability for outstanding claim or claims, known or
     unknown, under this Contract, which shall release the Company from all
     further liability for payments of salvage or subrogation amounts, known or
     unknown, to the Subscribing Reinsurer under this Contract.

J.   In the event of any conflict between this Article and any other Article of
     this Contract, the terms of this Article shall control.

K.   This Article shall not apply to a Subscribing Reinsurer which is rated "A+"
     or better by A.M. Best at the beginning of any Contract year.

L.   This Article shall survive the termination of this Contract.


                                     Page 13

<PAGE>

ARTICLE XII - SALVAGE AND SUBROGATION

The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or
recovery made by the Company, less the actual cost, excluding salaries of
officials and employees of the Company and sums paid to attorneys as retainer,
of obtaining such reimbursement or making such recovery) or subrogation on
account of claims and settlements involving reinsurance hereunder. Salvage or
subrogation thereon shall always be used to reimburse the excess carriers in the
reverse order of their priority according to their participation before being
used in any way to reimburse the Company for its primary loss. The Company
hereby agrees to enforce its rights to salvage or subrogation where it is
economically reasonable in the judgment of the Company, relating to any loss, a
part of which loss was sustained by the Reinsurer, and to prosecute all claims
arising out of such rights.

ARTICLE XIII - REINSURANCE PREMIUM

A.   As premium for the reinsurance provided hereunder during each contract
     year, the Company shall pay the Reinsurer 4.929% (3.450% net) of its net
     earned premium.

     The Reinsurer shall allow the Company a 30.0% commission on all premiums
     ceded to the Reinsurer hereunder. The Company shall allow the Reinsurer
     return commission on return premiums at the same rate.

B.   Within 30 days after the end of each month, the Company shall report its
     net earned premium for the month. The premium due the Reinsurer, at the
     rate shown in paragraph A, shall be paid by the Company with its report. In
     the event this Contract is terminated in accordance with paragraph C of the
     Commencement and Termination Article, no payments shall be due as respects
     each Subscribing Reinsurer after the effective date of termination.

C.   Within 60 days after the end of each contract year, the Company shall
     provide a report to the Reinsurer setting forth the premium due hereunder
     for the contract year, computed in accordance with paragraph A, and any
     additional premium due the Reinsurer or return premium due the Company
     shall be remitted promptly.

D.   "Net earned premium" as used herein is defined as the Company's gross
     earned premium collected on the classes of business subject to this
     Contract, less only the earned portion of premiums, if any, ceded by the
     Company for reinsurance which inures to the benefit of this Contract and
     less dividends incurred.

ARTICLE XIV - LATE PAYMENTS

A.   The provisions of this Article shall not be implemented unless specifically
     invoked, in writing, by one of the parties to this Contract.

B.   In the event any premium, loss or other payment due either party is not
     received by the intermediary named in the Intermediary Article (BRMA 23A)
     (hereinafter referred to as the "Intermediary") by the payment due date,
     the party to whom payment is due, may, by notifying the Intermediary in
     writing, require the debtor party to pay, and the debtor party


                                     Page 14
<PAGE>

     agrees to pay, an interest penalty on the amount past due calculated for
     each such payment on the last business day of each month as follows:

     1.   The number of full days which have expired since the due date or the
          last monthly calculation, whichever the lesser; times

     2.   1/365ths of the sum of 400 basis points plus the six-month United
          States Treasury Bill rate as quoted in The Wall Street Journal on the
          first business day of the month for which the calculation is made;
          times

     3.   The amount past due, including accrued interest.

     It is agreed that interest shall accumulate until payment of the original
     amount due plus interest penalties have been received by the Intermediary.

C.   The establishment of the due date shall, for purposes of this Article, be
     determined as follows:

     1.   As respects the payment of routine deposits and premiums due the
          Reinsurer, the due date shall be as provided for in the applicable
          section of this Contract. In the event a due date is not specifically
          stated for a given payment, it shall be deemed due 30 days after the
          date of transmittal by the Intermediary of the initial billing for
          each such payment.

     2.   Any claim or loss payment due the Company hereunder shall be deemed
          due 45 days after the proof of loss or demand for payment is
          transmitted to the Reinsurer. If such loss or claim payment is not
          received within the 45 days, interest will accrue on the payment or
          amount overdue in accordance with paragraph B above, from the date the
          proof of loss or demand for payment was transmitted to the Reinsurer.

     3.   As respects any payment, adjustment or return due either party not
          otherwise provided for in subparagraphs 1 and 2 of paragraph C above,
          the due date shall be as provided for in the applicable section of
          this Contract. In the event a due date is not specifically stated for
          a given payment, it shall be deemed due 14 days following transmittal
          of written notification that the provisions of this Article have been
          invoked.

     For purposes of interest calculations only, amounts due hereunder shall be
     deemed paid upon receipt by the Intermediary.

D.   Nothing herein shall be construed as limiting or prohibiting a Subscribing
     Reinsurer from contesting the validity of any claim, or from participating
     in the defense of any claim or suit, or prohibiting either party from
     contesting the validity of any payment or from initiating any arbitration
     or other proceeding in accordance with the provisions of this Contract. If
     the debtor party prevails in an arbitration or other proceeding, then any
     interest penalties due hereunder on the amount in dispute shall be null and
     void. If the debtor party loses in such proceeding, then the interest
     penalty on the amount determined to be due hereunder shall be calculated in
     accordance with the provisions set forth above unless otherwise determined
     by such proceedings. If the debtor party advances payment of any amount it
     is contesting, and proves to be correct in its contestation, either in
     whole or in part, the other party shall reimburse the debtor party for any
     such excess payment made plus interest on the excess amount calculated in
     accordance with this Article.


                                     Page 15
<PAGE>

E.   Interest penalties arising out of the application of this Article that are
     $100 or less from any party shall be waived unless there is a pattern of
     late payments consisting of three or more items over the course of any
     12-month period.

ARTICLE XV - OFFSET (BRMA 36A)

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Contract or any other contract heretofore or
hereafter entered into between the Company and the Reinsurer, whether acting as
assuming reinsurer or ceding company. This provision shall not be affected by
the insolvency of either party to this Contract.

ARTICLE XVI - ACCESS TO RECORDS (BRMA 1D)

The Reinsurer or its designated representatives shall have access at any
reasonable time to all records of the Company which pertain in any way to this
reinsurance.

ARTICLE XVII - LIABILITY OF THE REINSURER

A.   The liability of the Reinsurer shall follow that of the Company in every
     case and be subject in all respects to all the general and specific
     stipulations, clauses, waivers and modifications of the Company's policies
     and any endorsements thereon.

B.   Nothing herein shall in any manner create any obligations or establish any
     rights against the Reinsurer in favor of any third party or any persons not
     parties to this Contract.

ARTICLE XVIII - NET RETAINED LINES (BRMA 32E)

A.   This Contract applies only to that portion of any policy which the Company
     retains net for its own account (prior to deduction of any underlying
     reinsurance specifically permitted in this Contract), and in calculating
     the amount of any loss hereunder and also in computing the amount or
     amounts in excess of which this Contract attaches, only loss or losses in
     respect of that portion of any policy which the Company retains net for its
     own account shall be included.

B.   The amount of the Reinsurer's liability hereunder in respect of any loss or
     losses shall not be increased by reason of the inability of the Company to
     collect from any other reinsurer(s), whether specific or general, any
     amounts which may have become due from such reinsurer(s), whether such
     inability arises from the insolvency of such other reinsurer(s) or
     otherwise.

ARTICLE XIX - ERRORS AND OMISSIONS (BRMA 14F)

Inadvertent delays, errors or omissions made in connection with this Contract or
any transaction hereunder shall not relieve either party from any liability
which would have attached had such


                                     Page 16

<PAGE>

delay, error or omission not occurred, provided always that such error or
omission is rectified as soon as possible after discovery.

ARTICLE XX - CURRENCY (BRMA 12A)

A.   Whenever the word "Dollars" or the "$" sign appears in this Contract, they
     shall be construed to mean United States Dollars and all transactions under
     this Contract shall be in United States Dollars.

B.   Amounts paid or received by the Company in any other currency shall be
     converted to United States Dollars at the rate of exchange at the date such
     transaction is entered on the books of the Company.

ARTICLE XXI - TAXES (BRMA 50B)

In consideration of the terms under which this Contract is issued, the Company
will not claim a deduction in respect of the premium hereon when making tax
returns, other than income or profits tax returns, to any state or territory of
the United States of America or the District of Columbia.

ARTICLE XXII - FEDERAL EXCISE TAX

A.   The Reinsurer has agreed to allow for the purpose of paying the Federal
     Excise Tax the applicable percentage of the premium payable hereon (as
     imposed under Section 4371 of the Internal Revenue Code) to the extent such
     premium is subject to the Federal Excise Tax.

B.   In the event of any return of premium becoming due hereunder the Reinsurer
     will deduct the applicable percentage from the return premium payable
     hereon and the Company or its agent should take steps to recover the tax
     from the United States Government.

ARTICLE XXIII - RESERVES AND LETTERS OF CREDIT

[Applies only to a reinsurer which does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company's reserves,
which is or becomes rated "B++" or lower by A.M. Best (inclusive of "Not Rated"
ratings) and/or Standard & Poor's rating is or becomes "BBB+" or lower
(inclusive of "Not Rated" ratings).]

A.   As regards policies or bonds issued by the Company coming within the scope
     of this Contract, the Company agrees that when it shall file with the
     insurance regulatory authority or set up on its books reserves for losses
     covered hereunder which it shall be required by law to set up, it will
     forward to the Reinsurer a statement showing the proportion of such
     reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees
     to fund such reserves in respect of known outstanding losses that have been
     reported to the Reinsurer and allocated loss adjustment expense relating
     thereto, losses and allocated loss adjustment expense paid by the Company
     but not recovered from the Reinsurer, plus reserves for losses incurred but
     not reported, as shown in the statement prepared by the


                                     Page 17

<PAGE>

     Company (hereinafter referred to as "Reinsurer's Obligations") by funds
     withheld, cash advances or a Letter of Credit. The Reinsurer shall have the
     option of determining the method of funding provided it is acceptable to
     the insurance regulatory authorities having jurisdiction over the Company's
     reserves with regards to unauthorized reinsurers; or, should the Reinsurer
     be downgraded, the method of funding shall be mutually agreed.

B.   When funding by a Letter of Credit, the Reinsurer agrees to apply for and
     secure timely delivery to the Company of a clean, irrevocable and
     unconditional Letter of Credit issued by a bank meeting the NAIC Securities
     Valuation Office credit standards for issuers of Letters of Credit and
     containing provisions acceptable to the insurance regulatory authorities
     having jurisdiction over the Company's reserves in an amount equal to the
     Reinsurer's proportion of said reserves. Such Letter of Credit shall be
     issued for a period of not less than one year, and shall contain an
     "evergreen" clause, which automatically extends the term for one year from
     its date of expiration or any future expiration date unless 30 days (60
     days where required by insurance regulatory authorities) prior to any
     expiration date the issuing bank shall notify the Company by certified or
     registered mail that the issuing bank elects not to consider the Letter of
     Credit extended for any additional period.

C.   The Reinsurer and Company agree that the Letters of Credit provided by the
     Reinsurer pursuant to the provisions of this Contract may be drawn upon at
     any time, notwithstanding any other provision of this Contract, and be
     utilized by the Company or any successor, by operation of law, of the
     Company including, without limitation, any liquidator, rehabilitator,
     receiver or conservator of the Company for the following purposes, unless
     otherwise provided for in a separate Trust Agreement:

     1.   To reimburse the Company for the Reinsurer's Obligations, the payment
          of which is due under the terms of this Contract and which has not
          been otherwise paid;

     2.   To make refund of any sum which is in excess of the actual amount
          required to pay the Reinsurer's Obligations under this Contract, if so
          requested by the Reinsurer;

     3.   To fund an account with the Company for the Reinsurer's Obligations.
          Such cash deposit shall be held in an interest bearing account
          separate from the Company's other assets, and interest thereon not in
          excess of the prime rate shall accrue to the benefit of the Reinsurer;

     4.   To pay the Reinsurer's share of any other amounts the Company claims
          are due under this Contract.

     In the event the amount drawn by the Company on any Letter of Credit is in
     excess of the actual amount required for subparagraphs 1 or 3, or in the
     case of subparagraph 4, the actual amount determined to be due, the Company
     shall promptly return to the Reinsurer the excess amount so drawn. All of
     the foregoing shall be applied without diminution because of insolvency on
     the part of the Company or the Reinsurer.

D.   The issuing bank shall have no responsibility whatsoever in connection with
     the propriety of withdrawals made by the Company or the disposition of
     funds withdrawn, except to ensure that withdrawals are made only upon the
     order of properly authorized representatives of the Company.


                                     Page 18

<PAGE>

E.   At annual intervals, or more frequently as agreed but never more frequently
     than quarterly, the Company shall prepare a specific statement of the
     Reinsurer's Obligations, for the sole purpose of amending the Letter of
     Credit, in the following manner:

     1.   If the statement shows that the Reinsurer's Obligations exceed the
          balance of credit as of the statement date, the Reinsurer shall,
          within 30 days after receipt of notice of such excess, secure delivery
          to the Company of an amendment to the Letter of Credit increasing the
          amount of credit by the amount of such difference.

     2.   If, however, the statement shows that the Reinsurer's Obligations are
          less than the balance of credit as of the statement date, the Company
          shall, within 30 days after receipt of written request from the
          Reinsurer, release such excess credit by agreeing to secure an
          amendment to the Letter of Credit reducing the amount of credit
          available by the amount of such excess credit.

F.   This Article shall not apply to a reinsurer which satisfies both of the
     following conditions:

     1.   Qualifies for full credit with any insurance regulatory authority
          having jurisdiction over the Company's reserves; and

     2.   Is rated "A+" or better by A.M. Best at the beginning of any contract
          year.

ARTICLE XXIV - INSOLVENCY

A.   In the event of the insolvency of one or more of the reinsured companies,
     this reinsurance shall be payable directly to the company or to its
     liquidator, receiver, conservator or statutory successor on the basis of
     the liability of the company without diminution because of the insolvency
     of the company or because the liquidator, receiver, conservator or
     statutory successor of the company has failed to pay all or a portion of
     any claim. It is agreed, however, that the liquidator, receiver,
     conservator or statutory successor of the company shall give written notice
     to the Reinsurer of the pendency of a claim against the company indicating
     the policy or bond reinsured which claim would involve a possible liability
     on the part of the Reinsurer within a reasonable time after such claim is
     filed in the conservation or liquidation proceeding or in the receivership,
     and that during the pendency of such claim, the Reinsurer may investigate
     such claim and interpose, at its own expense, in the proceeding where such
     claim is to be adjudicated, any defense or defenses that it may deem
     available to the company or its liquidator, receiver, conservator or
     statutory successor. The expense thus incurred by the Reinsurer shall be
     chargeable, subject to the approval of the Court, against the company as
     part of the expense of conservation or liquidation to the extent of a pro
     rata share of the benefit which may accrue to the company solely as a
     result of the defense undertaken by the Reinsurer.

B.   Where two or more reinsurers are involved in the same claim and a majority
     in interest elect to interpose defense to such claim, the expense shall be
     apportioned in accordance with the terms of this Contract as though such
     expense had been incurred by the company.

C.   It is further understood and agreed that, in the event of the insolvency of
     one or more of the reinsured companies, the reinsurance under this Contract
     shall be payable directly by the Reinsurer to the company or to its
     liquidator, receiver or statutory successor, except as provided by Section
     4118(a) of the New York Insurance Law or except (1) where this


                                     Page 19

<PAGE>

     Contract specifically provides another payee of such reinsurance in the
     event of the insolvency of the company or (2) where the Reinsurer with the
     consent of the direct insured or insureds has assumed such policy
     obligations of the company as direct obligations of the Reinsurer to the
     payees under such policies and in substitution for the obligations of the
     company to such payees.

ARTICLE XXV - ARBITRATION (BRMA 6J)

A.   As a condition precedent to any right of action hereunder, in the event of
     any dispute or difference of opinion hereafter arising with respect to this
     Contract, it is hereby mutually agreed that such dispute or difference of
     opinion shall be submitted to arbitration. One Arbiter shall be chosen by
     the Company, the other by the Reinsurer, and an Umpire shall be chosen by
     the two Arbiters before they enter upon arbitration, all of whom shall be
     active or retired disinterested executive officers of insurance or
     reinsurance companies or Lloyd's London Underwriters. In the event that
     either party should fail to choose an Arbiter within 30 days following a
     written request by the other party to do so, the requesting party may
     choose two Arbiters who shall in turn choose an Umpire before entering upon
     arbitration. If the two Arbiters fail to agree upon the selection of an
     Umpire within 30 days following their appointment, each Arbiter shall
     nominate three candidates within 10 days thereafter, two of whom the other
     shall decline, and the decision shall be made by drawing lots.

B.   Each party shall present its case to the Arbiters within 30 days following
     the date of appointment of the Umpire. The Arbiters shall consider this
     Contract as an honorable engagement rather than merely as a legal
     obligation and they are relieved of all judicial formalities and may
     abstain from following the strict rules of law. The decision of the
     Arbiters shall be final and binding on both parties; but failing to agree,
     they shall call in the Umpire and the decision of the majority shall be
     final and binding upon both parties. Judgment upon the final decision of
     the Arbiters may be entered in any court of competent jurisdiction.

C.   If more than one reinsurer is involved in the same dispute, all such
     reinsurers shall constitute and act as one party for purposes of this
     Article and communications shall be made by the Company to each of the
     reinsurers constituting one party, provided, however, that nothing herein
     shall impair the rights of such reinsurers to assert several, rather than
     joint, defenses or claims, nor be construed as changing the liability of
     the reinsurers participating under the terms of this Contract from several
     to joint.

D.   Each party shall bear the expense of its own Arbiter, and shall jointly and
     equally bear with the other the expense of the Umpire and of the
     arbitration. In the event that the two Arbiters are chosen by one party, as
     above provided, the expense of the Arbiters, the Umpire and the arbitration
     shall be equally divided between the two parties.

E.   Any arbitration proceedings shall take place at a location mutually agreed
     upon by the parties to this Contract, but notwithstanding the location of
     the arbitration, all proceedings pursuant hereto shall be governed by the
     law of the state in which the Company has its principal office.


                                     Page 20

<PAGE>

ARTICLE XXVI - SERVICE OF SUIT (BRMA 49C)

(Applicable if the Reinsurer is not domiciled in the United States of America,
and/or is not authorized in any State, Territory or District of the United
States where authorization is required by insurance regulatory authorities)

A.   It is agreed that in the event the Reinsurer fails to pay any amount
     claimed to be due hereunder, the Reinsurer, at the request of the Company,
     will submit to the jurisdiction of a court of competent jurisdiction within
     the United States. Nothing in this Article constitutes or should be
     understood to constitute a waiver of the Reinsurer's rights to commence an
     action in any court of competent jurisdiction in the United States, to
     remove an action to a United States District Court, or to seek a transfer
     of a case to another court as permitted by the laws of the United States or
     of any state in the United States.

B.   Further, pursuant to any statute of any state, territory or district of the
     United States which makes provision therefor, the Reinsurer hereby
     designates the party named in its Interests and Liabilities Agreement, or
     if no party is named therein, the Superintendent, Commissioner or Director
     of Insurance or other officer specified for that purpose in the statute, or
     his successor or successors in office, as its true and lawful attorney upon
     whom may be served any lawful process in any action, suit or proceeding
     instituted by or on behalf of the Company or any beneficiary hereunder
     arising out of this Contract.

ARTICLE XXVII - ENTIRE AGREEMENT

This written Contract constitutes the entire agreement between the parties
hereto with respect to the business being reinsured hereunder, and there are no
understandings between the parties hereto other than as expressed in this
Contract. Any change or modification to this Contract will be made by amendment
to this Contract and signed by the parties.

ARTICLE XXVIII - GOVERNING LAW (BRMA 71B)

This Contract shall be governed by and construed in accordance with the laws of
the State of Louisiana.

ARTICLE XXIX - AGENCY AGREEMENT

If more than one reinsured company is named as a party to this Contract, the
first named company shall be deemed the agent of the other reinsured companies
for purposes of sending or receiving notices required by the terms and
conditions of this Contract, and for purposes of remitting or receiving any
monies due any party.

ARTICLE XXX - INTERMEDIARY (BRMA 23A)

Benfield Inc. is hereby recognized as the Intermediary negotiating this Contract
for all business hereunder. All communications (including but not limited to
notices, statements, premium, return premium, commissions, taxes, losses, loss
adjustment expense, salvages and loss settlements) relating thereto shall be
transmitted to the Company or the Reinsurer through


                                     Page 21

<PAGE>

Benfield Inc. Payments by the Company to the Intermediary shall be deemed to
constitute payment to the Reinsurer. Payments by the Reinsurer to the
Intermediary shall be deemed to constitute payment to the Company only to the
extent that such payments are actually received by the Company.

IN WITNESS WHEREOF, the Company by its duly authorized representative has
executed this Contract as of the date undermentioned at:

DeRidder, Louisiana, this 15th day of January in the year 2007.

                          /s/ Allan E. Farr
                          ------------------------------------------------
                          American Interstate Insurance Company
                          American Interstate Insurance Company of Texas
                          Silver Oak Casualty, Inc.


                                     Page 22

<PAGE>

      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE (U.S.A.)
       (Approved by Lloyd's Underwriters' Fire and Non-Marine Association)

(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

(2)  Without in any way restricting the operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all the original policies of the Reassured (new, renewal and
     replacement) of the classes specified in Clause II of this paragraph (2)
     from the time specified in Clause III in this paragraph (2) shall be deemed
     to include the following provision (specified as the Limited Exclusion
     Provision):

     LIMITED EXCLUSION PROVISION.*

     I.   It is agreed that the policy does not apply under any liability
          coverage, to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          with respect to which an insured under the policy is also an insured
          under a nuclear energy liability policy issued by Nuclear Energy
          Liability Insurance Association, Mutual Atomic Energy Liability
          Underwriters or Nuclear Insurance Association of Canada, or would be
          an insured under any such policy but for its termination upon
          exhaustion of its limit of liability.

     II.  Family Automobile Policies (liability only), Special Automobile
          Policies (private passenger automobiles, liability only), Farmers
          Comprehensive Personal Liability Policies (liability only),
          Comprehensive Personal Liability Policies (liability only) or policies
          of a similar nature; and the liability portion of combination forms
          related to the four classes of policies stated above, such as the
          Comprehensive Dwelling Policy and the applicable types of Homeowners
          Policies.

     III. The inception dates and thereafter of all original policies as
          described in II above, whether new, renewal or replacement, being
          policies which either

          (a)  become effective on or after 1st May, 1960, or

          (b)  become effective before that date and contain the Limited
               Exclusion Provision set out above;

          provided this paragraph (2) shall not be applicable to Family
          Automobile Policies, Special Automobile Policies, or policies or
          combination policies of a similar nature, issued by the Reassured on
          New York risks, until 90 days following approval of the Limited
          Exclusion Provision by the Governmental Authority having jurisdiction
          thereof.

(3)  Except for those classes of policies specified in Clause II of paragraph
     (2) and without in any way restricting the operation of paragraph (1) of
     this Clause, it is understood and agreed that for all purposes of this
     reinsurance the original liability policies of the Reassured (new, renewal
     and replacement) affording the following coverages:

          Owners, Landlords and Tenants Liability, Contractual Liability,
          Elevator Liability, Owners or Contractors (including railroad)
          Protective Liability, Manufacturers and Contractors Liability, Product
          Liability, Professional and Malpractice Liability, Storekeepers
          Liability, Garage Liability, Automobile Liability (including
          Massachusetts Motor Vehicle or Garage Liability)

     shall be deemed to include, with respect to such coverages, from the time
     specified in Clause V of this paragraph (3), the following provision
     (specified as the Broad Exclusion Provision):

     BROAD EXCLUSION PROVISION.*

     It is agreed that the policy does not apply:

     I.   Under any Liability Coverage to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          (a)  with respect to which an insured under the policy is also an
               insured under a nuclear energy liability policy issued by Nuclear
               Energy Liability Insurance Association, Mutual Atomic Energy
               Liability Underwriters or Nuclear Insurance Association of
               Canada, or would be an insured under any such policy but for its
               termination upon exhaustion of its limit of liability; or

          (b)  resulting from the hazardous properties of nuclear material and
               with respect to which (1) any person or organization is required
               to maintain financial protection pursuant to the Atomic Energy
               Act of 1954, or any law amendatory thereof, or (2) the insured
               is, or had this policy not been issued would be, entitled to
               indemnity from the United States of America, or any agency
               thereof, under any agreement entered into by the United States of
               America, or any agency thereof, with any person or organization.

<PAGE>

     II.  Under any Medical Payments Coverage, or under any Supplementary
          Payments Provision relating to

               (immediate medical or surgical relief

               (first aid,

          to expenses incurred with respect to

               (bodily injury, sickness, disease or death

               (bodily injury

          resulting from the hazardous properties of nuclear material and
          arising out of the operation of a nuclear facility by any person or
          organization.

     III. Under any Liability Coverage to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          resulting from the hazardous properties of nuclear material, if

          (a)  the nuclear material (1) is at any nuclear facility owned by, or
               operated by or on behalf of, an insured or (2) has been
               discharged or dispersed therefrom;

          (b)  the nuclear material is contained in spent fuel or waste at any
               time possessed, handled, used, processed, stored, transported or
               disposed of by or on behalf of an insured; or

          (c)  the

                    (injury, sickness, disease, death or destruction

                    (bodily injury or property damage

               arises out of the furnishing by an insured of services,
               materials, parts or equipment in connection with the planning,
               construction, maintenance, operation or use of any nuclear
               facility, but if such facility is located within the United
               States of America, its territories, or possessions or Canada,
               this exclusion (c) applies only to

                    (injury to or destruction of property at such nuclear
                    facility

                    (property damage to such nuclear facility and any property
                    thereat.

     IV.  As used in this endorsement:

          "hazardous properties" include radioactive, toxic or explosive
          properties; "nuclear material" means source material, special nuclear
          material or byproduct material; "source material", "special nuclear
          material", and "byproduct material" have the meanings given them in
          the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent
          fuel" means any fuel element or fuel component, solid or liquid, which
          has been used or exposed to radiation in a nuclear reactor; "waste"
          means any waste material (1) containing byproduct material and (2)
          resulting from the operation by any person or organization of any
          nuclear facility included within the definition of nuclear facility
          under paragraph (a) or (b) thereof; "nuclear facility" means

          (a)  any nuclear reactor,

          (b)  any equipment or device designed or used for (1) separating the
               isotopes of uranium or plutonium, (2) processing or utilizing
               spent fuel, or (3) handling processing or packaging waste,

          (c)  any equipment or device used for the processing, fabricating or
               alloying of special nuclear material if at any time the total
               amount of such material in the custody of the insured at the
               premises where such equipment or device is located consists of or
               contains more than 25 grams of plutonium or uranium 233 or any
               combination thereof, or more than 250 grams of uranium 235,

          (d)  any structure, basin, excavation, premises or place prepared or
               used for the storage or disposal of waste, and includes the site
               on which any of the foregoing is located, all operations
               conducted on such site and all premises used for such operations;
               "nuclear reactor" means any apparatus designed or used to sustain
               nuclear fission in a self-supporting chain reaction or to contain
               a critical mass of fissionable material;

                    (With respect to injury to or destruction of property, the
                    word "injury" or "destruction,"

                    ("property damage" includes all forms of radioactive
                    contamination of property,

                    (includes all forms of radioactive contamination of
                    property.

     V.   The inception dates and thereafter of all original policies affording
          coverages specified in this paragraph (3), whether new, renewal or
          replacement, being policies which become effective on or after 1st
          May, 1960, provided this paragraph (3) shall not be applicable to

               (i)  Garage and Automobile Policies issued by the Reassured on
                    New York risks, or

               (ii) statutory liability insurance required under Chapter 90,
                    General Laws of Massachusetts, until 90 days following
                    approval of the Broad Exclusion Provision by the
                    Governmental Authority having jurisdiction thereof.

(4)  Without in any way restricting the operation of paragraph (1) of this
     Clause, it is understood and agreed that paragraphs (2) and (3) above are
     not applicable to original liability policies of the Reassured in Canada
     and that with respect to such policies this Clause shall be deemed to
     include the Nuclear Energy Liability Exclusion Provisions adopted by the
     Canadian Underwriters' Association or the Independent Insurance Conference
     of Canada.

- ----------
*    NOTE. The words printed in italics in the Limited Exclusion Provision and
     in the Broad Exclusion Provision shall apply only in relation to original
     liability policies which include a Limited Exclusion Provision or a Broad
     Exclusion Provision containing those words.

21/9/67 N.M.A. 1590
<PAGE>

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<TABLE>
<CAPTION>
                  REINSURERS                    PARTICIPATIONS
                  ----------                    --------------
<S>                                             <C>
AXIS Reinsurance Company                             10.0%
Hannover Ruckversicherungs-Aktiengesellschaft        22.5
Partner Reinsurance Company of the U.S.              25.0

THROUGH BENFIELD LIMITED (PLACEMENT ONLY)
AXA RE                                               10.0

THROUGH BENFIELD LIMITED
Lloyd's Underwriters and Companies Per
   Signing Schedule(s)                               22.5
                                                    -----
TOTAL                                               100.0%
                                                    =====
</TABLE>
<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            AXIS Reinsurance Company
                               New York, New York
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 10.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

New York, New York, this 25th  day of January in the year 2007.

                         /s/ Michael Orlich
                         ------------------------------
                         AXIS Reinsurance Company

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                                     AXA RE
                                  Paris, France
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 10.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Paris, France, this 8th day of March in the year 2007.

                    /s/ Allison Janisch
                    ---------------------------
                    AXA RE

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                  Hannover Ruckversicherungs-Aktiengesellschaft
                                Hannover, Germany
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 22.5% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hannover, Germany, this 13th day of February in the year 2007.

                        /s/ Natalie Rafatdjah
                        ------------------------------------------------

                        /s/ Sandra Eberhardt
                        ------------------------------------------------
                        Hannover Ruckversicherungs-Aktiengesellschaft

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                     Partner Reinsurance Company of the U.S.
                               New York, New York
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 25.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Greenwich, Connecticut, this 12th day of February in the year 2007.

                             /s/ Giuseppe A. Ruggieri
                             -------------------------------------------
                             Partner Reinsurance Company of the U.S.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                     Certain Underwriting Members of Lloyd's
                  shown in the Signing Schedule attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 15.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule
attached hereto.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           Certain Insurance Companies
                shown in the Signing Schedule(s) attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 17.5% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule(s)
attached hereto.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>d48774exv10w2.txt
<DESCRIPTION>SECOND CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                         SECOND CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
- -------                                                                     ----
<S>                                                                         <C>
     I  Classes of Business Reinsured                                         1
    II  Commencement and Termination                                          1
   III  Territory (BRMA 51A)                                                  3
    IV  Exclusions                                                            3
     V  Special Acceptances                                                   7
    VI  Retention and Limit                                                   8
   VII  Reinstatement                                                         8
  VIII  Definitions                                                           9
    IX  Annuities at Company's Option                                        11
     X  Claims                                                               12
    XI  Commutation                                                          12
   XII  Special Commutation                                                  13
  XIII  Salvage and Subrogation                                              14
   XIV  Federal Terrorism Coverage                                           15
    XV  Reinsurance Premium                                                  15
   XVI  Late Payments                                                        16
  XVII  Offset (BRMA 36A)                                                    17
 XVIII  Access to Records (BRMA 1D)                                          17
   XIX  Liability of the Reinsurer                                           17
    XX  Net Retained Lines (BRMA 32E)                                        18
   XXI  Errors and Omissions (BRMA 14F)                                      18
  XXII  Currency (BRMA 12A)                                                  18
 XXIII  Taxes (BRMA 50B)                                                     18
  XXIV  Federal Excise Tax                                                   18
   XXV  Reserves and Letters of Credit                                       19
  XXVI  Insolvency                                                           20
 XXVII  Arbitration (BRMA 6J)                                                21
XXVIII  Service of Suit (BRMA 49C)                                           22
  XXIX  Entire Agreement                                                     22
   XXX  Governing Law (BRMA 71B)                                             22
  XXXI  Agency Agreement                                                     23
 XXXII  Intermediary (BRMA 23A)                                              23
</TABLE>

                                                                 (BENFIELD LOGO)
<PAGE>

                         SECOND CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group
             (hereinafter referred to collectively as the "Company")

                                       by

                   The Subscribing Reinsurer(s) Executing the
                     Interests and Liabilities Agreement(s)
                                 Attached Hereto
                  (hereinafter referred to as the "Reinsurer")

ARTICLE I - CLASSES OF BUSINESS REINSURED

By this Contract the Reinsurer agrees to reinsure the excess liability which may
accrue to the Company under its policies, contracts and binders of insurance or
reinsurance (hereinafter called "policies") in force at the effective date
hereof or issued or renewed on or after that date, and classified by the Company
as Workers' Compensation, Employers Liability, including coverage provided under
the U.S. Longshore and Harbor Workers' Compensation Act and the Jones Act, and
General Liability business, subject to the terms, conditions and limitations
hereinafter set forth.

ARTICLE II - COMMENCEMENT AND TERMINATION

A.   This Contract shall become effective at 12:01 a.m., Local Standard Time,
     January 1, 2007, with respect to losses arising out of occurrences
     commencing at or after that time and date, and shall continue in force
     thereafter until terminated.


                                     Page 1

<PAGE>

B.   Either party may terminate this Contract at 12:01 a.m., Local Standard
     Time, on any January 1 by giving the other party not less than 90 days
     prior notice by certified or registered mail.

C.   Notwithstanding the provisions of paragraph B above, the Company may
     terminate a Subscribing Reinsurer's percentage share in this Contract in
     the event any of the following circumstances occur as clarified by public
     announcement for subparagraphs 1 through 6 below and upon discovery for
     subparagraphs 7 and 8 below. The Company has 120 days from the date of
     applicable public announcement or discovery to exercise the option to
     terminate a Subscribing Reinsurer's percentage share in this Contract. The
     effective date of special termination shall not be sooner than one day
     after the Company provides the Subscribing Reinsurer notice of its election
     to specially terminate, unless mutually agreed otherwise:

     1.   The Subscribing Reinsurer's policyholders' surplus at the beginning of
          any contract year has been reduced by more than 20.0% of the amount of
          surplus 12 months prior to that date; or

     2.   The Subscribing Reinsurer's policyholders' surplus at any time during
          any contract year has been reduced by more than 20.0% of the amount of
          surplus at the date of the Subscribing Reinsurer's most recent
          financial statement filed with regulatory authorities and available to
          the public as of the beginning of the contract year; or

     3.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     4.   The Subscribing Reinsurer has become merged with, acquired by or
          controlled by any other company, corporation or individual(s) not
          controlling the Subscribing Reinsurer's operations previously; or

     5.   A State Insurance Department or other legal authority has ordered the
          Subscribing Reinsurer to cease writing business; or

     6.   The Subscribing Reinsurer has become insolvent or has been placed into
          liquidation or receivership (whether voluntary or involuntary) or
          proceedings have been instituted against the Subscribing Reinsurer for
          the appointment of a receiver, liquidator, rehabilitator, conservator
          or trustee in bankruptcy, or other agent known by whatever name, to
          take possession of its assets or control of its operations; or

     7.   The Subscribing Reinsurer has reinsured its entire liability under
          this Contract without the Company's prior written consent; or

     8.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

D.   Unless the Company elects that the Reinsurer have no liability for losses
     arising out of occurrences commencing after the effective date of
     termination, and so notifies the Reinsurer prior to or as promptly as
     possible after the effective date of termination, reinsurance hereunder on
     business in force on the effective date of termination shall remain


                                     Page 2

<PAGE>

     in full force and effect until expiration, cancellation or next premium
     anniversary of such business, whichever first occurs, but in no event
     beyond 12 months plus odd time (not exceeding 18 months in all) following
     the effective date of termination.

ARTICLE III - TERRITORY (BRMA 51A)

The territorial limits of this Contract shall be identical with those of the
Company's policies.

ARTICLE IV - EXCLUSIONS

A.   This Contract does not apply to and specifically excludes the following:

     1.   Lines of business not identified in the Classes of Business Reinsured
          Article.

     2.   All excess of loss reinsurance assumed by the Company.

     3.   Reinsurance assumed by the Company under obligatory reinsurance
          agreements, except:

          a.   Agency reinsurance where the policies involved are to be
               reunderwritten in accordance with the underwriting standards of
               the Company and reissued as Company policies at the next
               anniversary or expiration date; and

          b.   Intercompany reinsurance between any of the reinsured companies
               under this Contract.

     4.   Business written by the Company on a co-indemnity basis where the
          Company is not the controlling carrier.

     5.   Business written to apply in excess of a deductible of more than
          $25,000, and business issued to apply specifically in excess over
          underlying insurance. However, if the Company is required, by any
          state regulation, to provide a deductible of more than $25,000, this
          exclusion shall not apply.

     6.   Nuclear risks as defined in the "Nuclear Incident Exclusion Clause -
          Liability - Reinsurance (U.S.A.)" attached to and forming part of this
          Contract.

     7.   As regards interests which at time of loss or damage are on shore, no
          liability shall attach hereto in respect of any loss or damage which
          is occasioned by war, invasion, hostilities, acts of foreign enemies,
          civil war, rebellion, insurrection, military or usurped power, or
          martial law or confiscation by order of any government or public
          authority. This War Exclusion Clause shall not, however, apply to
          interests which at time of loss or damage are within the territorial
          limits of the United States of America (comprising the Fifty States of
          the Union, the District of Columbia, and including bridges between the
          United States of America and Mexico provided they are under United
          States ownership), Canada, St. Pierre and Miquelon, provided such
          interests are insured under policies containing a standard war or
          hostilities or warlike operations exclusion clause.


                                     Page 3

<PAGE>

     8.   Liability as a member, subscriber or reinsurer of any Pool, Syndicate
          or Association, but this exclusion shall not apply to Assigned Risk
          Plans or similar plans.

     9.   All liability of the Company arising by contract, operation of law, or
          otherwise, from its participation or membership, whether voluntary or
          involuntary, in any insolvency fund. "Insolvency fund" includes any
          guaranty fund, insolvency fund, plan, pool, association, fund or other
          arrangement, however denominated, established or governed, which
          provides for any assessment of or payment or assumption by the Company
          of part or all of any claim, debt, charge, fee or other obligation of
          an insurer, or its successors or assigns, which has been declared by
          any competent authority to be insolvent, or which is otherwise deemed
          unable to meet any claim, debt, charge, fee or other obligation in
          whole or in part.

     10.  Workers' Compensation where the principal exposures, as defined by the
          governing class code, include:

          a.   Operation of aircraft, but only if the annual estimated policy
               premium is $250,000 or more;

          b.   Railroad, subway or street railway operations;

          c.   Operation or navigation of vessels or barges;

          d.   Manufacture, production or refining of gas, natural or artificial
               fuel, or other liquefied petroleum fuel, but only if the annual
               estimated policy premium is $250,000 or more;

          e.   Manufacturing, assembly, packing or processing of fireworks,
               fuses, nitroglycerine, magnesium, pyroxylin, ammunition or
               explosives. This exclusion does not apply to the assembly,
               packing or processing of explosives when the estimated annual
               premium is under $250,000;

          f.   Wrecking or demolition of structures, but only if the annual
               estimated policy premium is $250,000 or more;

          g.   Underground mining.

     11.  As respects Workers' Compensation and Employers Liability only, unless
          otherwise excluded as set forth above, the reinsurance provided under
          this Contract shall not apply to any loss, cost or expense arising out
          of or related to, either directly or indirectly, any "terrorist
          activity," as defined herein, but this exclusion shall only apply when
          the activity includes, involves or is associated with the use of any
          biological, chemical, radioactive or nuclear agent, material, device
          or weapon, or when the predominant business of the policyholder, as
          defined by the governing class code, is:

          a.   The operation of: airports and aircraft; flight schools; bridges,
               dams, tunnels or locks; department stores; shopping malls; chain
               retail stores; casinos and casino hotels; cruise lines;
               railroads; ports/public transit authorities; security services;
               stadiums; convention/exhibition centers; or theme/amusement
               parks;


                                     Page 4

<PAGE>

          b.   The manufacture and distribution of: automobiles; chemicals,
               petrochemicals or pharmaceuticals; utilities (electric, gas,
               water and sewer); major defense/aerospace products; or high-tech
               equipment, but only if the policyholder employs more than 20
               personnel at the location of a terrorist activity at the time of
               its occurrence;

          c.   The management or operation of the following type of structures,
               but only if greater than 25 stories in height:
               apartments/condominiums/co-ops; hotels/motels; or office
               buildings;

          d.   Businesses primarily engaged in the entertainment, media or
               transportation industry limited to the following: major media
               providers (NBC, FOX, ABC, CBS, etc.); television and motion
               picture studios; Broadway theaters; major internet companies
               (AOL, Yahoo, etc.); professional sports teams; major
               telecommunications companies (AT&T, WorldCom/MCI, etc.); national
               truck rental companies (Ryder, Penske, U-Haul, etc.); or major
               national motor freight common carriers (J.B. Hunt, Red Arrow,
               etc.);

          e.   Policyholders primarily located in, or predominantly doing
               business as: hospitals; universities; nuclear facilities;
               financial institutions; or governmental buildings and national
               landmarks.

          "Terrorist activity" shall mean any deliberate, unlawful act that:

          a.   Is declared by any authorized government official to be or to
               involve terrorism, terrorist activity or acts of terrorism; or

          b.   Includes, involves, or is associated with the use or threatened
               use of force, violence or harm against any person, tangible or
               intangible property, the environment, or any natural resources,
               where the act or threatened act is intended, in whole or in part,
               to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator; or

               ii.  Influence, disrupt or interfere with any government related
                    operations, activities or policies; or

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy; or


                                     Page 5

<PAGE>

          c.   Includes, involves, or is associated with, in whole or in part,
               any of the following activities, or the threat thereof:

               i.   Hijacking or sabotage of any form of transportation or
                    conveyance, including but not limited to spacecraft,
                    satellite, aircraft, train, vessel or motor vehicle;

               ii.  Hostage taking or kidnapping;

               iii. The use of any bomb, incendiary device, explosive or
                    firearm;

               iv.  The interference with or disruption of basic public or
                    commercial services and systems, including but not limited
                    to the following services or systems: electricity, natural
                    gas, power, postal, communications, telecommunications,
                    information, public transportation, water, fuel, sewer or
                    waste disposal;

               v.   The injuring or assassination of any elected or appointed
                    government official or any government employee;

               vi.  The seizure, blockage, interference with, disruption of, or
                    damage to any government buildings, institutions, functions,
                    events, tangible or intangible property or other assets; or

               vii. The seizure, blockage, interference with, disruption of, or
                    damage to tunnels, roads, streets, highways, or other places
                    of public transportation or conveyance.

          d.   Any of the activities listed in subparagraph c, above, shall be
               considered terrorist activity, except where the Company can
               demonstrate to the Reinsurer that the foregoing activities or
               threats thereof were motivated solely by personal objectives of
               the perpetrator that are unrelated, in whole or in part, to any
               intention to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator;

               ii.  Influence, disrupt or interfere with any government-related
                    operations, activities or policies;

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy.

     12.  As respects General Liability policies, exposures, other than those
          identified below, as included in the General Liability section of the
          Company's Commercial Lines Manual:

          a.   Class 97111 - Logging;


                                     Page 6

<PAGE>

          b.   Class 58873 - Sawmill;

          c.   Class 59984 - Woodyard and Drivers;

          d.   Class 95410 - Grading of Land;

          e.   Class 45819 - Lumber Yard;

          f.   Class 10073 - Repair Shops and Drivers;

          g.   Class 43822 - Timber Cruiser;

          h.   Class 99793 - Truckmen Not Otherwise Classified;

          i.   Class 91591 - Contractors - Subcontracted Work Other Than
               Construction;

          j.   Class 49452 - Vacant Land.

B.   Any exclusion set forth in subparagraphs 10 and/or 12 of paragraph A shall
     be waived automatically when, in the opinion of the Company, the exposure
     excluded therein is incidental to the principal exposure on the risk in
     question.

C.   If the Company is bound, without the knowledge and contrary to the
     instructions of the Company's supervisory underwriting personnel, on any
     business falling within the scope of one or more of the exclusions set
     forth in subparagraphs 10 and/or 12 of paragraph A, the exclusion shall be
     suspended with respect to such business until the Company has the first
     opportunity to cancel the policy in compliance with governmental
     requirements.

D.   If the Company is required to accept an assigned risk which conflicts with
     one or more of the exclusions set forth in subparagraph 10 of paragraph A,
     reinsurance shall apply, but only for the difference between the Company's
     retention and the minimum limit required by the applicable state statute,
     and in no event shall the Reinsurer's liability exceed the limit set forth
     in the Retention and Limit Article.

ARTICLE V - SPECIAL ACCEPTANCES

From time to time the Company may request a special acceptance of reinsurance
falling outside the scope of the provisions set forth in this Contract. If each
Subscribing Reinsurer whose share in the interests and liabilities of the
Reinsurer is 20.0% or greater agrees to a special acceptance, such special
acceptance shall be binding on all Subscribing Reinsurers with respect to their
respective shares. If such agreement is not achieved, such special acceptance
shall be made to this Contract only with respect to the interests and
liabilities of each Subscribing Reinsurer who agrees to the special acceptance.
In the event a reinsurer becomes a party to this Contract subsequent to one or
more special acceptances hereunder, the new reinsurer shall automatically accept
such special acceptance(s) as being covered hereunder.


                                     Page 7

<PAGE>

ARTICLE VI - RETENTION AND LIMIT

A.   The Company shall retain and be liable for the first $5,000,000 of ultimate
     net loss arising out of each occurrence. The Reinsurer shall then be liable
     for the amount by which such ultimate net loss exceeds the Company's
     retention, but the liability of the Reinsurer shall not exceed $5,000,000
     as respects any one occurrence.

B.   The Company shall be permitted to carry excess of loss and quota share
     reinsurance, recoveries under which shall inure solely to the benefit of
     the Company and be entirely disregarded in applying all of the provisions
     of this Contract.

C.   The Company shall be permitted to carry excess of loss reinsurance applying
     to Workers' Compensation risks in the State of Minnesota, recoveries under
     which shall inure to the benefit of this Contract.

     Such coverage shall be provided through the Minnesota Workers' Compensation
     Reinsurance Association. It is understood that the liability of the
     Reinsurer for Minnesota Workers' Compensation risks is not released.

     In the event the Company accrues liability that is not provided by any
     inuring reinsurance, for whatever reason, the Reinsurer agrees to reinsure
     such excess liability.

ARTICLE VII - REINSTATEMENT

A.   In the event all or any portion of the reinsurance hereunder is exhausted
     by loss, the amount so exhausted shall be reinstated immediately from the
     time the occurrence commences hereon.

     1.   For the first $5,000,000 of ultimate net loss so reinstated, the
          Company agrees to pay additional premium equal to the product of the
          following:

          a.   The percentage of the occurrence limit reinstated (based on the
               loss paid by the Reinsurer); times

          b.   75.0% of the earned reinsurance premium for the contract year
               (exclusive of reinstatement premium).

     2.   For the second $5,000,000 of ultimate net loss so reinstated, the
          Company agrees to pay additional premium equal to the product of the
          following:

          a.   The percentage of the occurrence limit reinstated (based on the
               ultimate net loss paid by the Reinsurer); times

          b.   50.0% of the earned reinsurance premium for the contract year
               (exclusive of reinstatement premium).

B.   Whenever the Company requests payment by the Reinsurer of any loss
     hereunder, the Company shall submit a statement to the Reinsurer of
     reinstatement premium due the Reinsurer. If the earned reinsurance premium
     for the contract year has not been finally


                                     Page 8

<PAGE>

     determined as of the date of any such statement, the calculation of
     reinstatement premium due shall be based on the annual deposit premium and
     shall be readjusted when the earned reinsurance premium for the contract
     year has been finally determined. Any reinstatement premium shown to be due
     the Reinsurer as reflected by any such statement (less prior payments, if
     any) shall be payable by the Company concurrently with payment by the
     Reinsurer of the requested loss. Any return reinstatement premium shown to
     be due the Company shall be remitted by the Reinsurer as promptly as
     possible after receipt and verification of the Company's statement.

C.   Notwithstanding anything stated herein, the liability of the Reinsurer
     hereunder shall not exceed $5,000,000 as respects loss or losses arising
     out of any one occurrence, nor shall it exceed $15,000,000 in all during
     the contract year.

D.   In the event this Contract is terminated on a runoff basis, additional
     reinstatement coverage shall be negotiated on or prior to the effective
     date of termination.

ARTICLE VIII - DEFINITIONS

A.   "Ultimate net loss" as used herein is defined as the sum or sums (including
     loss in excess of policy limits, extra contractual obligations and any loss
     adjustment expense, as hereinafter defined) paid or payable by the Company
     in settlement of claims and in satisfaction of judgments rendered on
     account of such claims, after deduction of all salvage, all recoveries and
     all claims on inuring insurance or reinsurance, whether collectible or not.
     Nothing herein shall be construed to mean that losses under this Contract
     are not recoverable until the Company's ultimate net loss has been
     ascertained.

B.   "Loss in excess of policy limits" and "extra contractual obligations" as
     used herein shall be defined as follows:

     1.   "Loss in excess of policy limits" shall mean 90.0% of any amount paid
          or payable by the Company in excess of its policy limits, but
          otherwise within the terms of its policy, such loss in excess of the
          Company's policy limits having been incurred because of, but not
          limited to, failure by the Company to settle within the policy limits
          or by reason of the Company's alleged or actual negligence, fraud or
          bad faith in rejecting an offer of settlement or in the preparation of
          the defense or in the trial of an action against its insured or
          reinsured or in the preparation or prosecution of an appeal consequent
          upon such an action.

     2.   "Extra contractual obligations" shall mean 90.0% of any punitive,
          exemplary, compensatory or consequential damages paid or payable by
          the Company, not covered by any other provision of this Contract and
          which arise from the handling of any claim on business subject to this
          Contract, such liabilities arising because of, but not limited to,
          failure by the Company to settle within the policy limits or by reason
          of the Company's alleged or actual negligence, fraud or bad faith in
          rejecting an offer of settlement or in the preparation of the defense
          or in the trial of any action against its insured or reinsured or in
          the preparation or prosecution of an appeal consequent upon such an
          action. An extra contractual obligation shall be deemed, in all
          circumstances, to have occurred on the same date as the loss covered
          or alleged to be covered under the policy.


                                     Page 9

<PAGE>

     If any provision of this Article shall be rendered illegal or unenforceable
     by the laws, regulations or public policy of any state, such provision
     shall be considered void in such state, but this shall not affect the
     validity or enforceability of any other provision of this Contract or the
     enforceability of such provision in any other jurisdiction.

     Notwithstanding anything stated herein, this Contract shall not apply to
     any loss in excess of policy limits or any extra contractual obligation
     incurred by the Company as a result of any fraudulent and/or criminal act
     by any officer or director of the Company acting individually or
     collectively or in collusion with any individual or corporation or any
     other organization or party involved in the presentation, defense or
     settlement of any claim covered hereunder.

C.   "Occurrence" as used herein is defined as an accident or occurrence or a
     series of accidents or occurrences arising out of or caused by one event,
     except that:

     1.   As respects General Liability policies where the Company's limit of
          liability for Products and Completed Operations coverages is
          determined on the basis of the insured's aggregate losses during a
          policy period, all such losses proceeding from or traceable to the
          same causative agency shall, at the Company's option, be deemed to
          have been caused by one occurrence commencing at the beginning of the
          policy period, it being understood and agreed that each renewal or
          annual anniversary date of the policy involved shall be deemed the
          beginning of a new policy period;

     2.   Each occupational or industrial disease case or cumulative trauma case
          contracted by an employee of an insured shall be deemed to have been
          caused by a separate occurrence, commencing on:

          a.   The date of disability for which compensation is payable if the
               case is compensable under the Workers' Compensation Law;

          b.   The date disability due to the disease actually began if the case
               is not compensable under the Workers' Compensation Law;

          c.   The date of cessation of employment if claim is made after
               employment has ceased.

     3.   Notwithstanding the provisions of subparagraph 2 above, as respects
          losses resulting from occupational or industrial disease or cumulative
          trauma suffered by employees of an insured for which the employer is
          liable, as a result of a sudden and accidental event not exceeding 72
          hours in duration, all such losses shall be considered one occurrence
          and may be combined with losses classified as other than occupational
          or industrial disease or cumulative trauma which arise out of the same
          event and the combination of such losses shall be considered as one
          occurrence within the meaning hereof.


                                     Page 10

<PAGE>

D.   "Occupational or industrial disease" is any abnormal condition that
     fulfills all of the following conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has been caused by exposure to a disease producing agent or agents
          present in the worker's occupational environment.

     3.   It has resulted in disability or death.

E.   "Cumulative trauma" is an injury that fulfills all of the following
     conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has occurred from and has been aggravated by a repetitive
          employment related activity.

     3.   It has resulted in disability or death.

F.   "Loss adjustment expense" as used herein shall mean expenses allocable to
     the investigation, defense and/or settlement of specific claims, including
     litigation expenses, interest on judgments, declaratory judgment expenses
     or other legal expenses and costs incurred in connection with coverage
     questions and legal actions connected thereto, and salaries and expenses of
     salaried adjusters associated with claims covered under policies of the
     Company reinsured hereunder but not including office expenses or salaries
     of the Company's regular employees.

G.   "Contract year" as used in this Contract shall mean the period from 12:01
     a.m., Local Standard Time, January 1, 2007 to 12:01 a.m., Local Standard
     Time, January 1, 2008, and each respective 12-month period thereafter that
     this Contract continues in force. However, if this Contract is terminated,
     the final contract year shall be from the beginning of the then current
     contract year through the date of termination if this Contract is
     terminated on a "cutoff" basis, or the end of the runoff period if this
     Contract is terminated on a "runoff" basis.

ARTICLE IX - ANNUITIES AT COMPANY'S OPTION

A.   Whenever the Company is required, or elects, to purchase an annuity or to
     negotiate a structured settlement, either in satisfaction of a judgment or
     in an out-of-court settlement or otherwise, the cost of the annuity or the
     structured settlement, as the case may be, shall be deemed part of the
     Company's ultimate net loss.

B.   The terms "annuity" or "structured settlement" shall be understood to mean
     any insurance policy, lump sum payment, agreement or device of whatever
     nature resulting in the payment of a lump sum by the Company in settlement
     of any or all future liabilities which may attach to it as a result of an
     occurrence.


                                     Page 11

<PAGE>

C.   In the event the Company purchases an annuity which inures in whole or in
     part to the benefit of the Reinsurer, it is understood that the liability
     of the Reinsurer is not released thereby. In the event the Company is
     required to provide benefits not provided by the annuity for whatever
     reason, the Reinsurer shall pay its share of any loss.

ARTICLE X - CLAIMS

A.   Whenever a claim is reserved by the Company for an amount greater than
     50.0% of its retention hereunder and/or whenever a claim appears likely to
     result in a claim under this Contract, the Company shall notify the
     Reinsurer. Further, the Company shall notify the Reinsurer whenever a claim
     involves a fatality, major limb amputation, spinal cord damage, brain
     damage, blindness or extensive burns, regardless of liability, if the
     policy limits or statutory benefits applicable to the claim are greater
     than the Company's retention hereunder. The Reinsurer shall have the right
     to participate, at its own expense, in the defense of any claim or suit or
     proceeding involving this reinsurance.

B.   All claim settlements made by the Company, provided they are within the
     terms of this Contract (including but not limited to ex-gratia payments),
     shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all
     amounts for which it may be liable upon receipt of satisfactory evidence of
     the amount paid by the Company.

ARTICLE XI - COMMUTATION

A.   Upon mutual agreement, the Company may commute the contract year.

B.   Unless otherwise mutually agreed, the calculation for the commutation shall
     be calculated in accordance with the following formula:

     1.   The net reinsurance premium earned for the contract year; less

     2.   The Reinsurer's paid losses and loss adjustment expense on losses
          arising out of occurrences commencing during the contract year; less

     3.   The Reinsurer's margin at 25.0% of the net reinsurance premium earned
          for the contract year; equals

     4.   The commutation balance.

C.   Payment to the Company of the commutation balance will result in a full and
     final commutation of all known and unknown losses and shall constitute a
     complete and final release of the Reinsurer and the Company in respect of
     any and all liabilities on business covered under this Contract during the
     contract year commuted.

D.   Should the calculation be zero or negative, no payment shall be made and
     the Company shall have the option to provide a full and final commutation
     of all known and unknown losses, which shall constitute a complete and
     final release of the Reinsurer and the Company with respect to any and all
     liabilities on business covered under this Contract during the contract
     year commuted.


                                     Page 12

<PAGE>

ARTICLE XII - SPECIAL COMMUTATION

A.   In the event a Subscribing Reinsurer meets the following conditions, the
     Company may require a commutation of that portion of any excess loss
     hereunder represented by any outstanding claim or claims, including any
     related loss adjustment expense.

     1.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     2.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

     "Outstanding claim or claims" shall be defined as known or unknown claims,
     including any billed yet unpaid claims. However, unless otherwise mutually
     agreed, this paragraph shall not apply unless the outstanding claim or
     claims is for an amount not less than $5,000.

B.   If the Company elects to require commutation as provided in paragraph A
     above, the Company shall submit a Statement of Valuation of the outstanding
     claim or claims as of the last day of the month immediately preceding the
     month in which the Company elects to require commutation, as determined by
     the Company. Such Statement of Valuation shall include the elements
     considered reasonable to establish the excess loss and shall set forth or
     attach the information relied upon by the Company and the methodology
     employed to calculate the excess loss. The Subscribing Reinsurer shall then
     pay the amount requested within 30 calendar days of receipt of such
     Statement of Valuation, unless the Subscribing Reinsurer needs additional
     information from the Company to assess the Company's Statement of Valuation
     or contests such amount.

C.   If the Subscribing Reinsurer needs additional information from the Company
     to assess the Company's Statement of Valuation or contests the amount
     requested, the Subscribing Reinsurer shall so notify the Company within 15
     calendar days of receipt of the Company's Statement of Valuation. The
     Company shall supply any reasonably requested information to the
     Subscribing Reinsurer within 15 calendar days of receipt of the
     notification. Within 30 calendar days of the date of the notification or of
     the receipt of the information, whichever is later, the Subscribing
     Reinsurer shall provide the Company with its Statement of Valuation of the
     outstanding claim or claims as of the last day of the month immediately
     preceding the month in which the Company elects to require commutation, as
     determined by the Subscribing Reinsurer. Such Statement of Valuation shall
     include the elements considered reasonable to establish the excess loss and
     shall set forth or attach the information relied upon by the Subscribing
     Reinsurer and the methodology employed to calculate the excess loss.

D.   In the event the Subscribing Reinsurer's Statement of Valuation of the
     outstanding claim or claims is viewed as unacceptable to the Company, the
     Company may either abandon the commutation effort, or may seek to settle
     any difference by using an independent actuary agreed to by the parties.


                                     Page 13
<PAGE>

E.   If the parties cannot agree on an acceptable independent actuary within 15
     calendar days of the date of the Subscribing Reinsurer's Statement of
     Valuation, then each party shall appoint an actuary as party arbitrators
     for the limited and sole purpose of selecting an independent actuary. If
     the actuaries cannot agree on an acceptable independent actuary within 15
     calendar days of the date of the Subscribing Reinsurer's Statement of
     Valuation, the Company shall supply the Subscribing Reinsurer with a list
     of at least three proposed independent actuaries, and the Subscribing
     Reinsurer shall select the independent actuary from that list.

F.   Upon selection of the independent actuary, both parties shall present their
     respective written submissions to the independent actuary. The independent
     actuary may, at his or her discretion, request additional information. The
     independent actuary shall issue his or her decision within 45 calendar days
     after the written submissions have been filed and any additional
     information has been provided.

G.   The decision of the independent actuary shall be final and binding. The
     expense of the independent actuary shall be equally divided between the two
     parties. For the purposes of this Article, unless mutually agreed
     otherwise, an "independent actuary" shall be an actuary who satisfies each
     of the following criteria:

     1.   Is regularly engaged in the valuation of claims resulting from lines
          of business subject to this Contract; and

     2.   Is either a Fellow of the Casualty Actuarial Society or of the
          American Academy of Actuaries; and

     3.   Is disinterested and impartial regarding this commutation.

H.   Notwithstanding paragraphs A, B and C above, in the event that the
     Subscribing Reinsurer no longer meets the conditions set forth in
     subparagraph 1 or 2 in paragraph A above, this commutation may continue on
     a mutually agreed basis.

I.   Payment by the Subscribing Reinsurer of the amount requested in accordance
     with paragraph B, C or F above, shall release the Subscribing Reinsurer
     from all further liability for outstanding claim or claims, known or
     unknown, under this Contract, which shall release the Company from all
     further liability for payments of salvage or subrogation amounts, known or
     unknown, to the Subscribing Reinsurer under this Contract.

J.   In the event of any conflict between this Article and any other Article of
     this Contract, the terms of this Article shall control.

K.   This Article shall survive the termination of this Contract.

ARTICLE XIII - SALVAGE AND SUBROGATION

The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or
recovery made by the Company, less the actual cost, excluding salaries of
officials and employees of the Company and sums paid to attorneys as retainer,
of obtaining such reimbursement or making such recovery) or subrogation on
account of claims and settlements involving reinsurance


                                     Page 14

<PAGE>

hereunder. Salvage or subrogation thereon shall always be used to reimburse the
excess carriers in the reverse order of their priority according to their
participation before being used in any way to reimburse the Company for its
primary loss. The Company hereby agrees to enforce its rights to salvage or
subrogation where it is economically reasonable in the judgment of the Company,
relating to any loss, a part of which loss was sustained by the Reinsurer, and
to prosecute all claims arising out of such rights.

ARTICLE XIV - FEDERAL TERRORISM COVERAGE

A.   Any loss reimbursement the Company receives from the United States
     Government under the Terrorism Risk Insurance Act of 2002, as amended by
     the Terrorism Risk Insurance Extension Act of 2005 (together the "Terrorism
     Act") as a result of occurrences commencing during the contract year shall
     inure to the benefit of this Contract in the proportion that the Company's
     insured losses (as defined in the Terrorism Act) in that occurrence under
     policies reinsured under this Contract bear to the Company's total insured
     losses in that occurrence.

B.   If a loss reimbursement received by the Company under the Terrorism Act is
     based on the Company's insured losses in more than one occurrence and the
     United States Government does not designate the amount allocable to each
     occurrence, the reimbursement shall be prorated in the proportion that the
     Company's insured losses in each occurrence bear to the Company's total
     insured losses arising out of all occurrences to which the recovery
     applies.

ARTICLE XV - REINSURANCE PREMIUM

A.   As premium for the reinsurance provided hereunder during each contract year
     (except the runoff contract year, if any), the Company shall pay the
     Reinsurer 0.53% of its net earned premium for the contract year, subject to
     an annual minimum premium of $1,406,408 (or a pro rata portion thereof if
     this Contract is terminated in accordance with paragraph C of the
     Commencement and Termination Article).

B.   The Company shall pay the Reinsurer an annual deposit premium of $1,758,010
     in four equal installments of $439,502.50 on January 1, April 1, July 1 and
     October 1 of each contract year (except the runoff contract year, if any).
     However, in the event this Contract is terminated in accordance with
     paragraph C of the Commencement and Termination Article, no deposit premium
     shall be due after the effective date of termination (except as provided in
     paragraph D below).

C.   Within 60 days after the end of each contract year (and 60 days after the
     end of the runoff contract year, if any), the Company shall provide a
     report to the Reinsurer setting forth the premium due hereunder for the
     contract year, computed in accordance with paragraph A, and any additional
     premium due the Reinsurer or return premium due the Company shall be
     remitted promptly.

D.   In the event this Contract is terminated on a runoff basis, the reinsurance
     premium for the runoff contract year shall be calculated by multiplying the
     unearned portion of premium in force at the effective date of termination
     by 0.53%, and paid semi-annually, and no minimum premium shall apply.


                                     Page 15

<PAGE>

E.   "Net earned premium" as used herein is defined as the Company's gross
     earned premium collected on the classes of business subject to this
     Contract, less only the earned portion of premiums, if any, ceded by the
     Company for reinsurance which inures to the benefit of this Contract and
     less dividends incurred.

ARTICLE XVI - LATE PAYMENTS

A.   The provisions of this Article shall not be implemented unless specifically
     invoked, in writing, by one of the parties to this Contract.

B.   In the event any premium, loss or other payment due either party is not
     received by the intermediary named in the Intermediary Article (BRMA 23A)
     (hereinafter referred to as the "Intermediary") by the payment due date,
     the party to whom payment is due, may, by notifying the Intermediary in
     writing, require the debtor party to pay, and the debtor party agrees to
     pay, an interest penalty on the amount past due calculated for each such
     payment on the last business day of each month as follows:

     1.   The number of full days which have expired since the due date or the
          last monthly calculation, whichever the lesser; times

     2.   1/365ths of the sum of 400 basis points plus the six-month United
          States Treasury Bill rate as quoted in The Wall Street Journal on the
          first business day of the month for which the calculation is made;
          times

     3.   The amount past due, including accrued interest.

     It is agreed that interest shall accumulate until payment of the original
     amount due plus interest penalties have been received by the Intermediary.

C.   The establishment of the due date shall, for purposes of this Article, be
     determined as follows:

     1.   As respects the payment of routine deposits and premiums due the
          Reinsurer, the due date shall be as provided for in the applicable
          section of this Contract. In the event a due date is not specifically
          stated for a given payment, it shall be deemed due 30 days after the
          date of transmittal by the Intermediary of the initial billing for
          each such payment.

     2.   Any claim or loss payment due the Company hereunder shall be deemed
          due 45 days after the proof of loss or demand for payment is
          transmitted to the Reinsurer. If such loss or claim payment is not
          received within the 45 days, interest will accrue on the payment or
          amount overdue in accordance with paragraph B above, from the date the
          proof of loss or demand for payment was transmitted to the Reinsurer.

     3.   As respects any payment, adjustment or return due either party not
          otherwise provided for in subparagraphs 1 and 2 of paragraph C above,
          the due date shall be as provided for in the applicable section of
          this Contract. In the event a due date is not


                                     Page 16

<PAGE>

          specifically stated for a given payment, it shall be deemed due 14
          days following transmittal of written notification that the provisions
          of this Article have been invoked.

     For purposes of interest calculations only, amounts due hereunder shall be
     deemed paid upon receipt by the Intermediary.

D.   Nothing herein shall be construed as limiting or prohibiting a Subscribing
     Reinsurer from contesting the validity of any claim, or from participating
     in the defense of any claim or suit, or prohibiting either party from
     contesting the validity of any payment or from initiating any arbitration
     or other proceeding in accordance with the provisions of this Contract. If
     the debtor party prevails in an arbitration or other proceeding, then any
     interest penalties due hereunder on the amount in dispute shall be null and
     void. If the debtor party loses in such proceeding, then the interest
     penalty on the amount determined to be due hereunder shall be calculated in
     accordance with the provisions set forth above unless otherwise determined
     by such proceedings. If the debtor party advances payment of any amount it
     is contesting, and proves to be correct in its contestation, either in
     whole or in part, the other party shall reimburse the debtor party for any
     such excess payment made plus interest on the excess amount calculated in
     accordance with this Article.

E.   Interest penalties arising out of the application of this Article that are
     $100 or less from any party shall be waived unless there is a pattern of
     late payments consisting of three or more items over the course of any
     12-month period.

ARTICLE XVII - OFFSET (BRMA 36A)

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Contract or any other contract heretofore or
hereafter entered into between the Company and the Reinsurer, whether acting as
assuming reinsurer or ceding company. This provision shall not be affected by
the insolvency of either party to this Contract.

ARTICLE XVIII - ACCESS TO RECORDS (BRMA 1D)

The Reinsurer or its designated representatives shall have access at any
reasonable time to all records of the Company which pertain in any way to this
reinsurance.

ARTICLE XIX - LIABILITY OF THE REINSURER

A.   The liability of the Reinsurer shall follow that of the Company in every
     case and be subject in all respects to all the general and specific
     stipulations, clauses, waivers and modifications of the Company's policies
     and any endorsements thereon.

B.   Nothing herein shall in any manner create any obligations or establish any
     rights against the Reinsurer in favor of any third party or any persons not
     parties to this Contract.


                                     Page 17

<PAGE>

ARTICLE XX - NET RETAINED LINES (BRMA 32E)

A.   This Contract applies only to that portion of any policy which the Company
     retains net for its own account (prior to deduction of any underlying
     reinsurance specifically permitted in this Contract), and in calculating
     the amount of any loss hereunder and also in computing the amount or
     amounts in excess of which this Contract attaches, only loss or losses in
     respect of that portion of any policy which the Company retains net for its
     own account shall be included.

B.   The amount of the Reinsurer's liability hereunder in respect of any loss or
     losses shall not be increased by reason of the inability of the Company to
     collect from any other reinsurer(s), whether specific or general, any
     amounts which may have become due from such reinsurer(s), whether such
     inability arises from the insolvency of such other reinsurer(s) or
     otherwise.

ARTICLE XXI - ERRORS AND OMISSIONS (BRMA 14F)

Inadvertent delays, errors or omissions made in connection with this Contract or
any transaction hereunder shall not relieve either party from any liability
which would have attached had such delay, error or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery.

ARTICLE XXII - CURRENCY (BRMA 12A)

A.   Whenever the word "Dollars" or the "$" sign appears in this Contract, they
     shall be construed to mean United States Dollars and all transactions under
     this Contract shall be in United States Dollars.

B.   Amounts paid or received by the Company in any other currency shall be
     converted to United States Dollars at the rate of exchange at the date such
     transaction is entered on the books of the Company.

ARTICLE XXIII - TAXES (BRMA 50B)

In consideration of the terms under which this Contract is issued, the Company
will not claim a deduction in respect of the premium hereon when making tax
returns, other than income or profits tax returns, to any state or territory of
the United States of America or the District of Columbia.

ARTICLE XXIV - FEDERAL EXCISE TAX

A.   The Reinsurer has agreed to allow for the purpose of paying the Federal
     Excise Tax the applicable percentage of the premium payable hereon (as
     imposed under Section 4371 of the Internal Revenue Code) to the extent such
     premium is subject to the Federal Excise Tax.


                                     Page 18

<PAGE>

B.   In the event of any return of premium becoming due hereunder the Reinsurer
     will deduct the applicable percentage from the return premium payable
     hereon and the Company or its agent should take steps to recover the tax
     from the United States Government.

ARTICLE XXV - RESERVES AND LETTERS OF CREDIT

[Applies only to a reinsurer which does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company's reserves,
which is or becomes rated "B++" or lower by A.M. Best (inclusive of "Not Rated"
ratings) and/or Standard & Poor's rating is or becomes "BBB+" or lower
(inclusive of "Not Rated" ratings).]

A.   As regards policies or bonds issued by the Company coming within the scope
     of this Contract, the Company agrees that when it shall file with the
     insurance regulatory authority or set up on its books reserves for losses
     covered hereunder which it shall be required by law to set up, it will
     forward to the Reinsurer a statement showing the proportion of such
     reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees
     to fund such reserves in respect of known outstanding losses that have been
     reported to the Reinsurer and allocated loss adjustment expense relating
     thereto, losses and allocated loss adjustment expense paid by the Company
     but not recovered from the Reinsurer, plus reserves for losses incurred but
     not reported, as shown in the statement prepared by the Company
     (hereinafter referred to as "Reinsurer's Obligations") by funds withheld,
     cash advances or a Letter of Credit. The Reinsurer shall have the option of
     determining the method of funding provided it is acceptable to the
     insurance regulatory authorities having jurisdiction over the Company's
     reserves with regards to unauthorized reinsurers; or, should the Reinsurer
     be downgraded, the method of funding shall be mutually agreed.

B.   When funding by a Letter of Credit, the Reinsurer agrees to apply for and
     secure timely delivery to the Company of a clean, irrevocable and
     unconditional Letter of Credit issued by a bank meeting the NAIC Securities
     Valuation Office credit standards for issuers of Letters of Credit and
     containing provisions acceptable to the insurance regulatory authorities
     having jurisdiction over the Company's reserves in an amount equal to the
     Reinsurer's proportion of said reserves. Such Letter of Credit shall be
     issued for a period of not less than one year, and shall contain an
     "evergreen" clause, which automatically extends the term for one year from
     its date of expiration or any future expiration date unless 30 days (60
     days where required by insurance regulatory authorities) prior to any
     expiration date the issuing bank shall notify the Company by certified or
     registered mail that the issuing bank elects not to consider the Letter of
     Credit extended for any additional period.

C.   The Reinsurer and Company agree that the Letters of Credit provided by the
     Reinsurer pursuant to the provisions of this Contract may be drawn upon at
     any time, notwithstanding any other provision of this Contract, and be
     utilized by the Company or any successor, by operation of law, of the
     Company including, without limitation, any liquidator, rehabilitator,
     receiver or conservator of the Company for the following purposes, unless
     otherwise provided for in a separate Trust Agreement:

     1.   To reimburse the Company for the Reinsurer's Obligations, the payment
          of which is due under the terms of this Contract and which has not
          been otherwise paid;


                                     Page 19

<PAGE>

     2.   To make refund of any sum which is in excess of the actual amount
          required to pay the Reinsurer's Obligations under this Contract, if so
          requested by the Reinsurer;

     3.   To fund an account with the Company for the Reinsurer's Obligations.
          Such cash deposit shall be held in an interest bearing account
          separate from the Company's other assets, and interest thereon not in
          excess of the prime rate shall accrue to the benefit of the Reinsurer;

     4.   To pay the Reinsurer's share of any other amounts the Company claims
          are due under this Contract.

     In the event the amount drawn by the Company on any Letter of Credit is in
     excess of the actual amount required for subparagraphs 1 or 3, or in the
     case of subparagraph 4, the actual amount determined to be due, the Company
     shall promptly return to the Reinsurer the excess amount so drawn. All of
     the foregoing shall be applied without diminution because of insolvency on
     the part of the Company or the Reinsurer.

D.   The issuing bank shall have no responsibility whatsoever in connection with
     the propriety of withdrawals made by the Company or the disposition of
     funds withdrawn, except to ensure that withdrawals are made only upon the
     order of properly authorized representatives of the Company.

E.   At annual intervals, or more frequently as agreed but never more frequently
     than quarterly, the Company shall prepare a specific statement of the
     Reinsurer's Obligations, for the sole purpose of amending the Letter of
     Credit, in the following manner:

     1.   If the statement shows that the Reinsurer's Obligations exceed the
          balance of credit as of the statement date, the Reinsurer shall,
          within 30 days after receipt of notice of such excess, secure delivery
          to the Company of an amendment to the Letter of Credit increasing the
          amount of credit by the amount of such difference.

     2.   If, however, the statement shows that the Reinsurer's Obligations are
          less than the balance of credit as of the statement date, the Company
          shall, within 30 days after receipt of written request from the
          Reinsurer, release such excess credit by agreeing to secure an
          amendment to the Letter of Credit reducing the amount of credit
          available by the amount of such excess credit.

ARTICLE XXVI - INSOLVENCY

A.   In the event of the insolvency of one or more of the reinsured companies,
     this reinsurance shall be payable directly to the company or to its
     liquidator, receiver, conservator or statutory successor on the basis of
     the liability of the company without diminution because of the insolvency
     of the company or because the liquidator, receiver, conservator or
     statutory successor of the company has failed to pay all or a portion of
     any claim. It is agreed, however, that the liquidator, receiver,
     conservator or statutory successor of the company shall give written notice
     to the Reinsurer of the pendency of a claim against the company indicating
     the policy or bond reinsured which claim would involve a possible liability
     on the part of the Reinsurer within a reasonable time after such claim is
     filed in the conservation or liquidation proceeding or in the receivership,
     and that during the pendency


                                     Page 20

<PAGE>

     of such claim, the Reinsurer may investigate such claim and interpose, at
     its own expense, in the proceeding where such claim is to be adjudicated,
     any defense or defenses that it may deem available to the company or its
     liquidator, receiver, conservator or statutory successor. The expense thus
     incurred by the Reinsurer shall be chargeable, subject to the approval of
     the Court, against the company as part of the expense of conservation or
     liquidation to the extent of a pro rata share of the benefit which may
     accrue to the company solely as a result of the defense undertaken by the
     Reinsurer.

B.   Where two or more reinsurers are involved in the same claim and a majority
     in interest elect to interpose defense to such claim, the expense shall be
     apportioned in accordance with the terms of this Contract as though such
     expense had been incurred by the company.

C.   It is further understood and agreed that, in the event of the insolvency of
     one or more of the reinsured companies, the reinsurance under this Contract
     shall be payable directly by the Reinsurer to the company or to its
     liquidator, receiver or statutory successor, except as provided by Section
     4118(a) of the New York Insurance Law or except (1) where this Contract
     specifically provides another payee of such reinsurance in the event of the
     insolvency of the company or (2) where the Reinsurer with the consent of
     the direct insured or insureds has assumed such policy obligations of the
     company as direct obligations of the Reinsurer to the payees under such
     policies and in substitution for the obligations of the company to such
     payees.

ARTICLE XXVII - ARBITRATION (BRMA 6J)

A.   As a condition precedent to any right of action hereunder, in the event of
     any dispute or difference of opinion hereafter arising with respect to this
     Contract, it is hereby mutually agreed that such dispute or difference of
     opinion shall be submitted to arbitration. One Arbiter shall be chosen by
     the Company, the other by the Reinsurer, and an Umpire shall be chosen by
     the two Arbiters before they enter upon arbitration, all of whom shall be
     active or retired disinterested executive officers of insurance or
     reinsurance companies or Lloyd's London Underwriters. In the event that
     either party should fail to choose an Arbiter within 30 days following a
     written request by the other party to do so, the requesting party may
     choose two Arbiters who shall in turn choose an Umpire before entering upon
     arbitration. If the two Arbiters fail to agree upon the selection of an
     Umpire within 30 days following their appointment, each Arbiter shall
     nominate three candidates within 10 days thereafter, two of whom the other
     shall decline, and the decision shall be made by drawing lots.

B.   Each party shall present its case to the Arbiters within 30 days following
     the date of appointment of the Umpire. The Arbiters shall consider this
     Contract as an honorable engagement rather than merely as a legal
     obligation and they are relieved of all judicial formalities and may
     abstain from following the strict rules of law. The decision of the
     Arbiters shall be final and binding on both parties; but failing to agree,
     they shall call in the Umpire and the decision of the majority shall be
     final and binding upon both parties. Judgment upon the final decision of
     the Arbiters may be entered in any court of competent jurisdiction.

C.   If more than one reinsurer is involved in the same dispute, all such
     reinsurers shall constitute and act as one party for purposes of this
     Article and communications shall be made by the Company to each of the
     reinsurers constituting one party, provided, however,


                                     Page 21

<PAGE>

     that nothing herein shall impair the rights of such reinsurers to assert
     several, rather than joint, defenses or claims, nor be construed as
     changing the liability of the reinsurers participating under the terms of
     this Contract from several to joint.

D.   Each party shall bear the expense of its own Arbiter, and shall jointly and
     equally bear with the other the expense of the Umpire and of the
     arbitration. In the event that the two Arbiters are chosen by one party, as
     above provided, the expense of the Arbiters, the Umpire and the arbitration
     shall be equally divided between the two parties.

E.   Any arbitration proceedings shall take place at a location mutually agreed
     upon by the parties to this Contract, but notwithstanding the location of
     the arbitration, all proceedings pursuant hereto shall be governed by the
     law of the state in which the Company has its principal office.

ARTICLE XXVIII - SERVICE OF SUIT (BRMA 49C)

(Applicable if the Reinsurer is not domiciled in the United States of America,
and/or is not authorized in any State, Territory or District of the United
States where authorization is required by insurance regulatory authorities)

A.   It is agreed that in the event the Reinsurer fails to pay any amount
     claimed to be due hereunder, the Reinsurer, at the request of the Company,
     will submit to the jurisdiction of a court of competent jurisdiction within
     the United States. Nothing in this Article constitutes or should be
     understood to constitute a waiver of the Reinsurer's rights to commence an
     action in any court of competent jurisdiction in the United States, to
     remove an action to a United States District Court, or to seek a transfer
     of a case to another court as permitted by the laws of the United States or
     of any state in the United States.

B.   Further, pursuant to any statute of any state, territory or district of the
     United States which makes provision therefor, the Reinsurer hereby
     designates the party named in its Interests and Liabilities Agreement, or
     if no party is named therein, the Superintendent, Commissioner or Director
     of Insurance or other officer specified for that purpose in the statute, or
     his successor or successors in office, as its true and lawful attorney upon
     whom may be served any lawful process in any action, suit or proceeding
     instituted by or on behalf of the Company or any beneficiary hereunder
     arising out of this Contract.

ARTICLE XXIX - ENTIRE AGREEMENT

This written Contract constitutes the entire agreement between the parties
hereto with respect to the business being reinsured hereunder, and there are no
understandings between the parties hereto other than as expressed in this
Contract. Any change or modification to this Contract will be made by amendment
to this Contract and signed by the parties.

ARTICLE XXX - GOVERNING LAW (BRMA 71B)

This Contract shall be governed by and construed in accordance with the laws of
the State of Louisiana.


                                     Page 22

<PAGE>

ARTICLE XXXI - AGENCY AGREEMENT

If more than one reinsured company is named as a party to this Contract, the
first named company shall be deemed the agent of the other reinsured companies
for purposes of sending or receiving notices required by the terms and
conditions of this Contract, and for purposes of remitting or receiving any
monies due any party.

ARTICLE XXXII - INTERMEDIARY (BRMA 23A)

Benfield Inc. is hereby recognized as the Intermediary negotiating this Contract
for all business hereunder. All communications (including but not limited to
notices, statements, premium, return premium, commissions, taxes, losses, loss
adjustment expense, salvages and loss settlements) relating thereto shall be
transmitted to the Company or the Reinsurer through Benfield Inc. Payments by
the Company to the Intermediary shall be deemed to constitute payment to the
Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to
constitute payment to the Company only to the extent that such payments are
actually received by the Company.

IN WITNESS WHEREOF, the Company by its duly authorized representative has
executed this Contract as of the date undermentioned at:

DeRidder, Louisiana, this 15th day of January in the year 2007.

                          /s/ Allan E. Farr
                          ------------------------------------------------
                          American Interstate Insurance Company
                          American Interstate Insurance Company of Texas
                          Silver Oak Casualty, Inc.


                                     Page 23

<PAGE>

      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE (U.S.A.)
       (Approved by Lloyd's Underwriters' Fire and Non-Marine Association)

(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

(2)  Without in any way restricting the operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all the original policies of the Reassured (new, renewal and
     replacement) of the classes specified in Clause II of this paragraph (2)
     from the time specified in Clause III in this paragraph (2) shall be deemed
     to include the following provision (specified as the Limited Exclusion
     Provision):

     LIMITED EXCLUSION PROVISION.*

     I.   It is agreed that the policy does not apply under any liability
          coverage, to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          with respect to which an insured under the policy is also an insured
          under a nuclear energy liability policy issued by Nuclear Energy
          Liability Insurance Association, Mutual Atomic Energy Liability
          Underwriters or Nuclear Insurance Association of Canada, or would be
          an insured under any such policy but for its termination upon
          exhaustion of its limit of liability.

     II.  Family Automobile Policies (liability only), Special Automobile
          Policies (private passenger automobiles, liability only), Farmers
          Comprehensive Personal Liability Policies (liability only),
          Comprehensive Personal Liability Policies (liability only) or policies
          of a similar nature; and the liability portion of combination forms
          related to the four classes of policies stated above, such as the
          Comprehensive Dwelling Policy and the applicable types of Homeowners
          Policies.

     III. The inception dates and thereafter of all original policies as
          described in II above, whether new, renewal or replacement, being
          policies which either

          (a) become effective on or after 1st May, 1960, or

          (b) become effective before that date and contain the Limited
          Exclusion Provision set out above;

          provided this paragraph (2) shall not be applicable to Family
          Automobile Policies, Special Automobile Policies, or policies or
          combination policies of a similar nature, issued by the Reassured on
          New York risks, until 90 days following approval of the Limited
          Exclusion Provision by the Governmental Authority having jurisdiction
          thereof.

(3)  Except for those classes of policies specified in Clause II of paragraph
     (2) and without in any way restricting the operation of paragraph (1) of
     this Clause, it is understood and agreed that for all purposes of this
     reinsurance the original liability policies of the Reassured (new, renewal
     and replacement) affording the following coverages:

          Owners, Landlords and Tenants Liability, Contractual Liability,
          Elevator Liability, Owners or Contractors (including railroad)
          Protective Liability, Manufacturers and Contractors Liability, Product
          Liability, Professional and Malpractice Liability, Storekeepers
          Liability, Garage Liability, Automobile Liability (including
          Massachusetts Motor Vehicle or Garage Liability)

     shall be deemed to include, with respect to such coverages, from the time
     specified in Clause V of this paragraph (3), the following provision
     (specified as the Broad Exclusion Provision):

     BROAD EXCLUSION PROVISION.*

     It is agreed that the policy does not apply:

     I.   Under any Liability Coverage to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          (a)  with respect to which an insured under the policy is also an
               insured under a nuclear energy liability policy issued by Nuclear
               Energy Liability Insurance Association, Mutual Atomic Energy
               Liability Underwriters or Nuclear Insurance Association of
               Canada, or would be an insured under any such policy but for its
               termination upon exhaustion of its limit of liability; or

          (b)  resulting from the hazardous properties of nuclear material and
               with respect to which (1) any person or organization is required
               to maintain financial protection pursuant to the Atomic Energy
               Act of 1954, or any law amendatory thereof, or (2) the insured
               is, or had this policy not been issued would be, entitled to
               indemnity from the United States of America, or any agency
               thereof, under any agreement entered into by the United States of
               America, or any agency thereof, with any person or organization.

<PAGE>

     II.  Under any Medical Payments Coverage, or under any Supplementary
          Payments Provision relating to

               (immediate medical or surgical relief

               (first aid,

          to expenses incurred with respect to

               (bodily injury, sickness, disease or death

               (bodily injury

          resulting from the hazardous properties of nuclear material and
          arising out of the operation of a nuclear facility by any person or
          organization.

     III. Under any Liability Coverage to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          resulting from the hazardous properties of nuclear material, if

          (a)  the nuclear material (1) is at any nuclear facility owned by, or
               operated by or on behalf of, an insured or (2) has been
               discharged or dispersed therefrom;

          (b)  the nuclear material is contained in spent fuel or waste at any
               time possessed, handled, used, processed, stored, transported or
               disposed of by or on behalf of an insured; or

          (c)  the

                    (injury, sickness, disease, death or destruction

                    (bodily injury or property damage

               arises out of the furnishing by an insured of services,
               materials, parts or equipment in connection with the planning,
               construction, maintenance, operation or use of any nuclear
               facility, but if such facility is located within the United
               States of America, its territories, or possessions or Canada,
               this exclusion (c) applies only to

                    (injury to or destruction of property at such nuclear
                    facility

                    (property damage to such nuclear facility and any property
                    thereat.

     IV.  As used in this endorsement:

          "hazardous properties" include radioactive, toxic or explosive
          properties; "nuclear material" means source material, special nuclear
          material or byproduct material; "source material", "special nuclear
          material", and "byproduct material" have the meanings given them in
          the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent
          fuel" means any fuel element or fuel component, solid or liquid, which
          has been used or exposed to radiation in a nuclear reactor; "waste"
          means any waste material (1) containing byproduct material and (2)
          resulting from the operation by any person or organization of any
          nuclear facility included within the definition of nuclear facility
          under paragraph (a) or (b) thereof; "nuclear facility" means

          (a)  any nuclear reactor,

          (b)  any equipment or device designed or used for (1) separating the
               isotopes of uranium or plutonium, (2) processing or utilizing
               spent fuel, or (3) handling processing or packaging waste,

          (c)  any equipment or device used for the processing, fabricating or
               alloying of special nuclear material if at any time the total
               amount of such material in the custody of the insured at the
               premises where such equipment or device is located consists of or
               contains more than 25 grams of plutonium or uranium 233 or any
               combination thereof, or more than 250 grams of uranium 235,

          (d)  any structure, basin, excavation, premises or place prepared or
               used for the storage or disposal of waste, and includes the site
               on which any of the foregoing is located, all operations
               conducted on such site and all premises used for such operations;
               "nuclear reactor" means any apparatus designed or used to sustain
               nuclear fission in a self-supporting chain reaction or to contain
               a critical mass of fissionable material;

                    (With respect to injury to or destruction of property, the
                    word "injury" or "destruction,"

                    ("property damage" includes all forms of radioactive
                    contamination of property,

                    (includes all forms of radioactive contamination of
                    property.

     V.   The inception dates and thereafter of all original policies affording
          coverages specified in this paragraph (3), whether new, renewal or
          replacement, being policies which become effective on or after 1st
          May, 1960, provided this paragraph (3) shall not be applicable to

               (i)  Garage and Automobile Policies issued by the Reassured on
                    New York risks, or

               (ii) statutory liability insurance required under Chapter 90,
                    General Laws of Massachusetts, until 90 days following
                    approval of the Broad Exclusion Provision by the
                    Governmental Authority having jurisdiction thereof.

(4)  Without in any way restricting the operation of paragraph (1) of this
     Clause, it is understood and agreed that paragraphs (2) and (3) above are
     not applicable to original liability policies of the Reassured in Canada
     and that with respect to such policies this Clause shall be deemed to
     include the Nuclear Energy Liability Exclusion Provisions adopted by the
     Canadian Underwriters' Association or the Independent Insurance Conference
     of Canada.

- ----------
*NOTE.    The words printed in italics in the Limited Exclusion Provision and in
          the Broad Exclusion Provision shall apply only in relation to original
          liability policies which include a Limited Exclusion Provision or a
          Broad Exclusion Provision containing those words.

21/9/67
N.M.A. 1590

<PAGE>

                         SECOND CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<TABLE>
<CAPTION>
                  REINSURERS                    PARTICIPATIONS
                  ----------                    --------------
<S>                                             <C>
Hannover Ruckversicherungs-Aktiengesellschaft        20.0%
THROUGH BENFIELD LIMITED
Lloyd's Underwriters and Companies
  Per Signing Schedule(s)                            80.0
                                                    -----
TOTAL                                               100.0%
                                                    =====
</TABLE>

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                     Certain Underwriting Members of Lloyd's
                  shown in the Signing Schedule attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                         SECOND CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 47.5% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule
attached hereto.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                  Hannover Ruckversicherungs-Aktiengesellschaft
                                Hannover, Germany
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                         SECOND CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 20.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hannover, Germany, this 13th day of February in the year 2007.

                        /s/ Natalie Rafatdjah
                        ------------------------------------------------------

                        /s/ Sandra Eberhardt
                        ------------------------------------------------------
                        Hannover Ruckversicherungs-Aktiengesellschaft

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           Certain Insurance Companies
                shown in the Signing Schedule(s) attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                         SECOND CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 32.5% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule(s)
attached hereto.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>d48774exv10w3.txt
<DESCRIPTION>FIRST AND SECOND CASUALTY CATASTROPHE EXESS OF LOSS REINSURANCE CONTRACT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
- -------                                                                     ----
<S>                                                                         <C>
      I   Classes of Business Reinsured                                       1
     II   Commencement and Termination                                        1
    III   Territory (BRMA 51A)                                                3
     IV   Exclusions                                                          3
      V   Special Acceptances                                                 7
     VI   Retention and Limit                                                 8
    VII   Reinstatement                                                       8
   VIII   Definitions                                                         9
     IX   Annuities at Company's Option                                      12
      X   Claims                                                             12
     XI   Sunset                                                             12
    XII   Special Commutation                                                13
   XIII   Salvage and Subrogation                                            14
    XIV   Federal Terrorism Coverage                                         15
     XV   Reinsurance Premium                                                15
    XVI   Late Payments                                                      16
   XVII   Offset (BRMA 36A)                                                  17
  XVIII   Access to Records (BRMA 1D)                                        17
    XIX   Liability of the Reinsurer                                         18
     XX   Net Retained Lines (BRMA 32E)                                      18
    XXI   Errors and Omissions                                               18
   XXII   Currency (BRMA 12A)                                                18
  XXIII   Taxes (BRMA 50B)                                                   18
   XXIV   Federal Excise Tax                                                 19
    XXV   Reserves and Letters of Credit                                     19
   XXVI   Insolvency                                                         21
  XXVII   Arbitration (BRMA 6J)                                              21
 XXVIII   Service of Suit (BRMA 49C)                                         22
   XXIX   Entire Agreement                                                   23
    XXX   Governing Law (BRMA 71B)                                           23
   XXXI   Agency Agreement                                                   23
  XXXII   Intermediary (BRMA 23A)                                            23
          Schedule A
</TABLE>

                                                                 (BENFIELD LOGO)
<PAGE>

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group
             (hereinafter referred to collectively as the "Company")

                                       by

                   The Subscribing Reinsurer(s) Executing the
                     Interests and Liabilities Agreement(s)
                                 Attached Hereto
                  (hereinafter referred to as the "Reinsurer")

ARTICLE I - CLASSES OF BUSINESS REINSURED

By this Contract the Reinsurer agrees to reinsure the excess liability which may
accrue to the Company under its policies, contracts and binders of insurance or
reinsurance (hereinafter called "policies") in force at the effective date
hereof or issued or renewed on or after that date, and classified by the Company
as Workers' Compensation, Employers Liability, including coverage provided under
the U.S. Longshore and Harbor Workers' Compensation Act and the Jones Act, and
General Liability business, subject to the terms, conditions and limitations set
forth herein and in Schedule A attached to and forming part of this Contract.

ARTICLE II - COMMENCEMENT AND TERMINATION

A.   This Contract shall become effective at 12:01 a.m., Local Standard Time,
     January 1, 2007, with respect to losses arising out of occurrences
     commencing at or after that time and date, and shall continue in force
     thereafter until terminated.


                                     Page 1

<PAGE>

B.   Either party may terminate this Contract at 12:01 a.m., Local Standard
     Time, on any January 1 by giving the other party not less than 90 days
     prior notice by certified or registered mail.

C.   Notwithstanding the provisions of paragraph B above, the Company may
     terminate a Subscribing Reinsurer's percentage share in this Contract in
     the event any of the following circumstances occur as clarified by public
     announcement for subparagraphs 1 through 6 below and upon discovery for
     subparagraphs 7 and 8 below. The Company has 120 days from the date of
     applicable public announcement or discovery to exercise the option to
     terminate a Subscribing Reinsurer's percentage share in this Contract. The
     effective date of special termination shall not be sooner than one day
     after the Company provides the Subscribing Reinsurer notice of its election
     to specially terminate, unless mutually agreed otherwise:

     1.   The Subscribing Reinsurer's policyholders' surplus at the beginning of
          any contract year has been reduced by more than 20.0% of the amount of
          surplus 12 months prior to that date; or

     2.   The Subscribing Reinsurer's policyholders' surplus at any time during
          any contract year has been reduced by more than 20.0% of the amount of
          surplus at the date of the Subscribing Reinsurer's most recent
          financial statement filed with regulatory authorities and available to
          the public as of the beginning of the contract year; or

     3.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     4.   The Subscribing Reinsurer has become merged with, acquired by or
          controlled by any other company, corporation or individual(s) not
          controlling the Subscribing Reinsurer's operations previously; or

     5.   A State Insurance Department or other legal authority has ordered the
          Subscribing Reinsurer to cease writing business; or

     6.   The Subscribing Reinsurer has become insolvent or has been placed into
          liquidation or receivership (whether voluntary or involuntary) or
          proceedings have been instituted against the Subscribing Reinsurer for
          the appointment of a receiver, liquidator, rehabilitator, conservator
          or trustee in bankruptcy, or other agent known by whatever name, to
          take possession of its assets or control of its operations; or

     7.   The Subscribing Reinsurer has reinsured its entire liability under
          this Contract without the Company's prior written consent; or

     8.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

D.   Unless the Company elects that the Reinsurer have no liability for losses
     arising out of occurrences commencing after the effective date of
     termination, and so notifies the Reinsurer prior to or as promptly as
     possible after the effective date of termination,


                                     Page 2

<PAGE>

     reinsurance hereunder on business in force on the effective date of
     termination shall remain in full force and effect until expiration,
     cancellation or next premium anniversary of such business, whichever first
     occurs, but in no event beyond 12 months plus odd time (not exceeding 18
     months in all) following the effective date of termination.

ARTICLE III - TERRITORY (BRMA 51A)

The territorial limits of this Contract shall be identical with those of the
Company's policies.

ARTICLE IV - EXCLUSIONS

A.   This Contract does not apply to and specifically excludes the following:

     1.   Lines of business not identified in the Classes of Business Reinsured
          Article.

     2.   All excess of loss reinsurance assumed by the Company.

     3.   Reinsurance assumed by the Company under obligatory reinsurance
          agreements, except:

          a.   Agency reinsurance where the policies involved are to be
               reunderwritten in accordance with the underwriting standards of
               the Company and reissued as Company policies at the next
               anniversary or expiration date; and

          b.   Intercompany reinsurance between any of the reinsured companies
               under this Contract.

     4.   Business written by the Company on a co-indemnity basis where the
          Company is not the controlling carrier.

     5.   Business written to apply in excess of a deductible of more than
          $25,000, and business issued to apply specifically in excess over
          underlying insurance. However, if the Company is required, by any
          state regulation, to provide a deductible of more than $25,000, this
          exclusion shall not apply.

     6.   Nuclear risks as defined in the "Nuclear Incident Exclusion Clause -
          Liability - Reinsurance (U.S.A.)" attached to and forming part of this
          Contract.

     7.   As regards interests which at time of loss or damage are on shore, no
          liability shall attach hereto in respect of any loss or damage which
          is occasioned by war, invasion, hostilities, acts of foreign enemies,
          civil war, rebellion, insurrection, military or usurped power, or
          martial law or confiscation by order of any government or public
          authority. This War Exclusion Clause shall not, however, apply to
          interests which at time of loss or damage are within the territorial
          limits of the United States of America (comprising the Fifty States of
          the Union, the District of Columbia, and including bridges between the
          United States of America and Mexico provided they are under United
          States ownership), Canada, St. Pierre and Miquelon, provided such
          interests are insured


                                     Page 3

<PAGE>

          under policies containing a standard war or hostilities or warlike
          operations exclusion clause.

     8.   Liability as a member, subscriber or reinsurer of any Pool, Syndicate
          or Association, but this exclusion shall not apply to Assigned Risk
          Plans or similar plans.

     9.   All liability of the Company arising by contract, operation of law, or
          otherwise, from its participation or membership, whether voluntary or
          involuntary, in any insolvency fund. "Insolvency fund" includes any
          guaranty fund, insolvency fund, plan, pool, association, fund or other
          arrangement, however denominated, established or governed, which
          provides for any assessment of or payment or assumption by the Company
          of part or all of any claim, debt, charge, fee or other obligation of
          an insurer, or its successors or assigns, which has been declared by
          any competent authority to be insolvent, or which is otherwise deemed
          unable to meet any claim, debt, charge, fee or other obligation in
          whole or in part.

     10.  Workers' Compensation where the principal exposures, as defined by the
          governing class code, include:

          a.   Operation of aircraft, but only if the annual estimated policy
               premium is $250,000 or more;

          b.   Railroad, subway or street railway operations;

          c.   Operation or navigation of vessels or barges;

          d.   Manufacture, production or refining of gas, natural or artificial
               fuel, or other liquefied petroleum fuel, but only if the annual
               estimated policy premium is $250,000 or more;

          e.   Manufacturing, assembly, packing or processing of fireworks,
               fuses, nitroglycerine, magnesium, pyroxylin, ammunition or
               explosives. This exclusion does not apply to the assembly,
               packing or processing of explosives when the estimated annual
               premium is under $250,000;

          f.   Wrecking or demolition of structures, but only if the annual
               estimated policy premium is $250,000 or more;

          g.   Underground mining.

     11.  As respects Workers' Compensation and Employers Liability only, unless
          otherwise excluded as set forth above, the reinsurance provided under
          this Contract shall not apply to any loss, cost or expense arising out
          of or related to, either directly or indirectly, any "terrorist
          activity," as defined herein, but this exclusion shall only apply when
          the activity includes, involves or is associated with the use of any
          biological, chemical, radioactive or nuclear agent, material, device
          or weapon, or when the predominant business of the policyholder, as
          defined by the governing class code, is:


                                     Page 4

<PAGE>

          a.   The operation of: airports and aircraft; flight schools; bridges,
               dams, tunnels or locks; department stores; shopping malls; chain
               retail stores; casinos and casino hotels; cruise lines;
               railroads; ports/public transit authorities; security services;
               stadiums; convention/exhibition centers; or theme/amusement
               parks;

          b.   The manufacture and distribution of: automobiles; chemicals,
               petrochemicals or pharmaceuticals; utilities (electric, gas,
               water and sewer); major defense/aerospace products; or high-tech
               equipment, but only if the policyholder employs more than 20
               personnel at the location of a terrorist activity at the time of
               its occurrence;

          c.   The management or operation of the following type of structures,
               but only if greater than 25 stories in height:
               apartments/condominiums/co-ops; hotels/motels; or office
               buildings;

          d.   Businesses primarily engaged in the entertainment, media or
               transportation industry limited to the following: major media
               providers (NBC, FOX, ABC, CBS, etc.); television and motion
               picture studios; Broadway theaters; major internet companies
               (AOL, Yahoo, etc.); professional sports teams; major
               telecommunications companies (AT&T, WorldCom/MCI, etc.); national
               truck rental companies (Ryder, Penske, U-Haul, etc.); or major
               national motor freight common carriers (J.B. Hunt, Red Arrow,
               etc.);

          e.   Policyholders primarily located in, or predominantly doing
               business as: hospitals; universities; nuclear facilities;
               financial institutions; or governmental buildings and national
               landmarks.

          "Terrorist activity" shall mean any deliberate, unlawful act that:

          a.   Is declared by any authorized government official to be or to
               involve terrorism, terrorist activity or acts of terrorism; or

          b.   Includes, involves, or is associated with the use or threatened
               use of force, violence or harm against any person, tangible or
               intangible property, the environment, or any natural resources,
               where the act or threatened act is intended, in whole or in part,
               to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator; or

               ii.  Influence, disrupt or interfere with any government related
                    operations, activities or policies; or

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy; or


                                     Page 5

<PAGE>

          c.   Includes, involves, or is associated with, in whole or in part,
               any of the following activities, or the threat thereof:

               i.   Hijacking or sabotage of any form of transportation or
                    conveyance, including but not limited to spacecraft,
                    satellite, aircraft, train, vessel or motor vehicle;

               ii.  Hostage taking or kidnapping;

               iii. The use of any bomb, incendiary device, explosive or
                    firearm;

               iv.  The interference with or disruption of basic public or
                    commercial services and systems, including but not limited
                    to the following services or systems: electricity, natural
                    gas, power, postal, communications, telecommunications,
                    information, public transportation, water, fuel, sewer or
                    waste disposal;

               v.   The injuring or assassination of any elected or appointed
                    government official or any government employee;

               vi.  The seizure, blockage, interference with, disruption of, or
                    damage to any government buildings, institutions, functions,
                    events, tangible or intangible property or other assets; or

               vii. The seizure, blockage, interference with, disruption of, or
                    damage to tunnels, roads, streets, highways, or other places
                    of public transportation or conveyance.

          d.   Any of the activities listed in subparagraph c, above, shall be
               considered terrorist activity, except where the Company can
               demonstrate to the Reinsurer that the foregoing activities or
               threats thereof were motivated solely by personal objectives of
               the perpetrator that are unrelated, in whole or in part, to any
               intention to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator;

               ii.  Influence, disrupt or interfere with any government-related
                    operations, activities or policies;

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy.

     12.  As respects General Liability policies, exposures, other than those
          identified below, as included in the General Liability section of the
          Company's Commercial Lines Manual:


                                     Page 6

<PAGE>

          a.   Class 97111 - Logging;

          b.   Class 58873 - Sawmill;

          c.   Class 59984 - Woodyard and Drivers;

          d.   Class 95410 - Grading of Land;

          e.   Class 45819 - Lumber Yard;

          f.   Class 10073 - Repair Shops and Drivers;

          g.   Class 43822 - Timber Cruiser;

          h.   Class 99793 - Truckmen Not Otherwise Classified;

          i.   Class 91591 - Contractors - Subcontracted Work Other Than
               Construction;

          j.   Class 49452 - Vacant Land.

B.   Any exclusion set forth in subparagraphs 10 and/or 12 of paragraph A shall
     be waived automatically when, in the opinion of the Company, the exposure
     excluded therein is incidental to the principal exposure on the risk in
     question.

C.   If the Company is bound, without the knowledge and contrary to the
     instructions of the Company's supervisory underwriting personnel, on any
     business falling within the scope of one or more of the exclusions set
     forth in subparagraphs 10 and/or 12 of paragraph A, the exclusion shall be
     suspended with respect to such business until the Company has the first
     opportunity to cancel the policy in compliance with governmental
     requirements.

D.   If the Company is required to accept an assigned risk which conflicts with
     one or more of the exclusions set forth in subparagraph 10 of paragraph A,
     reinsurance shall apply, but only for the difference between the Company's
     retention and the minimum limit required by the applicable state statute,
     and in no event shall the Reinsurer's liability exceed the limit set forth
     in the Retention and Limit Article.

ARTICLE V - SPECIAL ACCEPTANCES

From time to time the Company may request a special acceptance of reinsurance
falling outside the scope of the provisions set forth herein. As respects each
layer of this Contract separately, if each Subscribing Reinsurer whose share in
the interests and liabilities of the Reinsurer is 20.0% or greater agrees to a
special acceptance, such special acceptance shall be binding on all Subscribing
Reinsurers with respect to their respective shares of each such layer. In the
event agreement is not achieved, such special acceptance shall be made to a
layer or layers of this Contract only with respect to the interests and
liabilities of each Subscribing Reinsurer on such layer or layers who agrees to
such special acceptance. In the event a reinsurer becomes a party to this
Contract subsequent to one or more special acceptances hereunder, the new
reinsurer shall automatically accept such special acceptance(s) as being covered
hereunder.


                                     Page 7

<PAGE>

ARTICLE VI - RETENTION AND LIMIT

A.   As respects each excess layer of reinsurance coverage provided by this
     Contract, the Company shall retain and be liable for the first amount of
     ultimate net loss, shown as "Company's Retention" for that excess layer in
     Schedule A attached hereto, arising out of each occurrence. The Reinsurer
     shall then be liable, as respects each excess layer, for the amount by
     which such ultimate net loss exceeds the Company's applicable retention,
     but the liability of the Reinsurer under each excess layer shall not exceed
     the amount shown as "Reinsurer's Per Occurrence Limit" for that excess
     layer in Schedule A attached hereto, as respects any one occurrence.

B.   As respects Workers' Compensation business, the Company's ultimate net
     loss, for the purpose of this Contract, shall be deemed to be a maximum of
     $10,000,000 any one life.

C.   The Company shall be permitted to carry excess of loss and quota share
     reinsurance, recoveries under which shall inure solely to the benefit of
     the Company and be entirely disregarded in applying all of the provisions
     of this Contract.

D.   The Company shall purchase or be deemed to have purchased inuring excess
     facultative reinsurance to limit its ultimate net loss under any one
     coverage, any one policy (exclusive of loss in excess of policy limits,
     extra contractual obligations and loss adjustment expense) to $2,000,000
     each occurrence as respects General Liability and Employers Liability
     business subject hereto.

E.   The Company shall be permitted to carry excess of loss reinsurance applying
     to Workers' Compensation risks in the State of Minnesota, recoveries under
     which shall inure to the benefit of this Contract.

     Such coverage shall be provided through the Minnesota Workers' Compensation
     Reinsurance Association. It is understood that the liability of the
     Reinsurer for Minnesota Workers' Compensation risks is not released.

     In the event the Company accrues liability that is not provided by any
     inuring reinsurance, for whatever reason, the Reinsurer agrees to reinsure
     such excess liability.

ARTICLE VII - REINSTATEMENT

A.   In the event all or any portion of the reinsurance under any excess layer
     of reinsurance coverage provided by this Contract is exhausted by loss, the
     amount so exhausted shall be reinstated immediately from the time the
     occurrence commences hereon. For each amount so reinstated the Company
     agrees to pay additional premium equal to the product of the following:

     1.   The percentage of the occurrence limit for the excess layer reinstated
          (based on the loss paid by the Reinsurer under that excess layer);
          times


                                     Page 8

<PAGE>

     2.   The earned reinsurance premium for the excess layer reinstated for the
          contract year (exclusive of reinstatement premium).

B.   Whenever the Company requests payment by the Reinsurer of any loss under
     any excess layer hereunder, the Company shall submit a statement to the
     Reinsurer of reinstatement premium due the Reinsurer for that excess layer.
     If the earned reinsurance premium for any excess layer for the contract
     year has not been finally determined as of the date of any such statement,
     the calculation of reinstatement premium due for that excess layer shall be
     based on the annual deposit premium for that excess layer and shall be
     readjusted when the earned reinsurance premium for that excess layer for
     the contract year has been finally determined. Any reinstatement premium
     shown to be due the Reinsurer for any excess layer as reflected by any such
     statement (less prior payments, if any, for that excess layer) shall be
     payable by the Company concurrently with payment by the Reinsurer of the
     requested loss for that excess layer. Any return reinstatement premium
     shown to be due the Company shall be remitted by the Reinsurer as promptly
     as possible after receipt and verification of the Company's statement.

C.   Notwithstanding anything stated herein, the liability of the Reinsurer
     under any excess layer of reinsurance coverage provided by this Contract
     shall not exceed any of the following:

     1.   The amount, shown as "Reinsurer's Per Occurrence Limit" for that
          excess layer in Schedule A attached hereto, as respects loss or losses
          arising out of any one occurrence; or

     2.   The amount, shown as "Reinsurer's Contract Year Limit" for that excess
          layer in Schedule A attached hereto, in all during the contract year.

D.   In the event this Contract is terminated on a runoff basis, additional
     reinstatement coverage shall be negotiated on or prior to the effective
     date of termination.

ARTICLE VIII - DEFINITIONS

A.   "Ultimate net loss" as used herein is defined as the sum or sums (including
     loss in excess of policy limits, extra contractual obligations and any loss
     adjustment expense, as hereinafter defined) paid or payable by the Company
     in settlement of claims and in satisfaction of judgments rendered on
     account of such claims, after deduction of all salvage, all recoveries and
     all claims on inuring insurance or reinsurance, whether collectible or not.
     Nothing herein shall be construed to mean that losses under this Contract
     are not recoverable until the Company's ultimate net loss has been
     ascertained.

B.   "Loss in excess of policy limits" and "extra contractual obligations" as
     used herein shall be defined as follows:

     1.   "Loss in excess of policy limits" shall mean 90.0% of any amount paid
          or payable by the Company in excess of its policy limits, but
          otherwise within the terms of its policy, such loss in excess of the
          Company's policy limits having been incurred because of, but not
          limited to, failure by the Company to settle within the policy limits
          or by reason of the Company's alleged or actual negligence, fraud or
          bad faith in rejecting an offer


                                     Page 9

<PAGE>

          of settlement or in the preparation of the defense or in the trial of
          an action against its insured or reinsured or in the preparation or
          prosecution of an appeal consequent upon such an action.

     2.   "Extra contractual obligations" shall mean 90.0% of any punitive,
          exemplary, compensatory or consequential damages paid or payable by
          the Company, not covered by any other provision of this Contract and
          which arise from the handling of any claim on business subject to this
          Contract, such liabilities arising because of, but not limited to,
          failure by the Company to settle within the policy limits or by reason
          of the Company's alleged or actual negligence, fraud or bad faith in
          rejecting an offer of settlement or in the preparation of the defense
          or in the trial of any action against its insured or reinsured or in
          the preparation or prosecution of an appeal consequent upon such an
          action. An extra contractual obligation shall be deemed, in all
          circumstances, to have occurred on the same date as the loss covered
          or alleged to be covered under the policy.

     If any provision of this Article shall be rendered illegal or unenforceable
     by the laws, regulations or public policy of any state, such provision
     shall be considered void in such state, but this shall not affect the
     validity or enforceability of any other provision of this Contract or the
     enforceability of such provision in any other jurisdiction.

     Notwithstanding anything stated herein, this Contract shall not apply to
     any loss in excess of policy limits or any extra contractual obligation
     incurred by the Company as a result of any fraudulent and/or criminal act
     by any officer or director of the Company acting individually or
     collectively or in collusion with any individual or corporation or any
     other organization or party involved in the presentation, defense or
     settlement of any claim covered hereunder.

C.   "Occurrence" as used herein is defined as an accident or occurrence or a
     series of accidents or occurrences arising out of or caused by one event,
     except that:

     1.   As respects General Liability policies where the Company's limit of
          liability for Products and Completed Operations coverages is
          determined on the basis of the insured's aggregate losses during a
          policy period, all such losses proceeding from or traceable to the
          same causative agency shall, at the Company's option, be deemed to
          have been caused by one occurrence commencing at the beginning of the
          policy period, it being understood and agreed that each renewal or
          annual anniversary date of the policy involved shall be deemed the
          beginning of a new policy period;

     2.   Each occupational or industrial disease case or cumulative trauma case
          contracted by an employee of an insured shall be deemed to have been
          caused by a separate occurrence, commencing on:

          a.   The date of disability for which compensation is payable if the
               case is compensable under the Workers' Compensation Law;

          b.   The date disability due to the disease actually began if the case
               is not compensable under the Workers' Compensation Law;


                                     Page 10

<PAGE>

          c.   The date of cessation of employment if claim is made after
               employment has ceased.

     3.   Notwithstanding the provisions of subparagraph 2 above, as respects
          losses resulting from occupational or industrial disease or cumulative
          trauma suffered by employees of an insured for which the employer is
          liable, as a result of a sudden and accidental event not exceeding 72
          hours in duration, all such losses shall be considered one occurrence
          and may be combined with losses classified as other than occupational
          or industrial disease or cumulative trauma which arise out of the same
          event and the combination of such losses shall be considered as one
          occurrence within the meaning hereof.

D.   "Occupational or industrial disease" is any abnormal condition that
     fulfills all of the following conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has been caused by exposure to a disease producing agent or agents
          present in the worker's occupational environment.

     3.   It has resulted in disability or death.

E.   "Cumulative trauma" is an injury that fulfills all of the following
     conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has occurred from and has been aggravated by a repetitive
          employment related activity.

     3.   It has resulted in disability or death.

F.   "Loss adjustment expense" as used herein shall mean expenses allocable to
     the investigation, defense and/or settlement of specific claims, including
     litigation expenses, interest on judgments, declaratory judgment expenses
     or other legal expenses and costs incurred in connection with coverage
     questions and legal actions connected thereto, and salaries and expenses of
     salaried adjusters associated with claims covered under policies of the
     Company reinsured hereunder but not including office expenses or salaries
     of the Company's regular employees.

G.   "Contract year" as used in this Contract shall mean the period from 12:01
     a.m., Local Standard Time, January 1, 2007 to 12:01 a.m., Local Standard
     Time, January 1, 2008, and each respective 12-month period thereafter that
     this Contract continues in force. However, if this Contract is terminated
     on a "cutoff" basis, the final contract year shall be from the beginning of
     the then current contract year through the effective date of termination.
     If this Contract is terminated on a "runoff" basis, the period from the
     effective date of termination through the end of the "runoff" period shall
     be a separate contract year and referred to as the "runoff contract year."


                                     Page 11
<PAGE>

ARTICLE IX - ANNUITIES AT COMPANY'S OPTION

A.   Whenever the Company is required, or elects, to purchase an annuity or to
     negotiate a structured settlement, either in satisfaction of a judgment or
     in an out-of-court settlement or otherwise, the cost of the annuity or the
     structured settlement, as the case may be, shall be deemed part of the
     Company's ultimate net loss.

B.   The terms "annuity" or "structured settlement" shall be understood to mean
     any insurance policy, lump sum payment, agreement or device of whatever
     nature resulting in the payment of a lump sum by the Company in settlement
     of any or all future liabilities which may attach to it as a result of an
     occurrence.

C.   In the event the Company purchases an annuity which inures in whole or in
     part to the benefit of the Reinsurer, it is understood that the liability
     of the Reinsurer is not released thereby. In the event the Company is
     required to provide benefits not provided by the annuity for whatever
     reason, the Reinsurer shall pay its share of any loss.

ARTICLE X - CLAIMS

A.   Whenever a claim is reserved by the Company for an amount greater than
     50.0% of its retention hereunder and/or whenever a claim appears likely to
     result in a claim under this Contract, the Company shall notify the
     Reinsurer. Further, the Company shall notify the Reinsurer whenever a claim
     involves a fatality, major limb amputation, spinal cord damage, brain
     damage, blindness or extensive burns, regardless of liability, if the
     policy limits or statutory benefits applicable to the claim are greater
     than the Company's retention hereunder. The Reinsurer shall have the right
     to participate, at its own expense, in the defense of any claim or suit or
     proceeding involving this reinsurance.

B.   All claim settlements made by the Company, provided they are within the
     terms of this Contract (including but not limited to ex-gratia payments),
     shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all
     amounts for which it may be liable upon receipt of satisfactory evidence of
     the amount paid by the Company.

ARTICLE XI - SUNSET

Ten years after the effective date of termination of this Contract (or after the
end of the runoff period, if applicable), the Company shall advise the Reinsurer
of any outstanding claims and/or occurrences (each hereinafter referred to as a
"claim") arising during any contract year, which have not been finally settled
and which may cause a recovery under this Contract. Unless mutually agreed, no
liability shall attach hereunder for any claim not reported to the Reinsurer
within 90 days following the 10-year period.


                                     Page 12

<PAGE>

ARTICLE XII - SPECIAL COMMUTATION

A.   In the event a Subscribing Reinsurer meets the following conditions, the
     Company may require a commutation of that portion of any excess loss
     hereunder represented by any outstanding claim or claims, including any
     related loss adjustment expense.

     1.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     2.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

     "Outstanding claim or claims" shall be defined as known or unknown claims,
     including any billed yet unpaid claims. However, unless otherwise mutually
     agreed, this paragraph shall not apply unless the outstanding claim or
     claims is for an amount not less than $5,000.

B.   If the Company elects to require commutation as provided in paragraph A
     above, the Company shall submit a Statement of Valuation of the outstanding
     claim or claims as of the last day of the month immediately preceding the
     month in which the Company elects to require commutation, as determined by
     the Company. Such Statement of Valuation shall include the elements
     considered reasonable to establish the excess loss and shall set forth or
     attach the information relied upon by the Company and the methodology
     employed to calculate the excess loss. The Subscribing Reinsurer shall then
     pay the amount requested within 30 calendar days of receipt of such
     Statement of Valuation, unless the Subscribing Reinsurer needs additional
     information from the Company to assess the Company's Statement of Valuation
     or contests such amount.

C.   If the Subscribing Reinsurer needs additional information from the Company
     to assess the Company's Statement of Valuation or contests the amount
     requested, the Subscribing Reinsurer shall so notify the Company within 15
     calendar days of receipt of the Company's Statement of Valuation. The
     Company shall supply any reasonably requested information to the
     Subscribing Reinsurer within 15 calendar days of receipt of the
     notification. Within 30 calendar days of the date of the notification or of
     the receipt of the information, whichever is later, the Subscribing
     Reinsurer shall provide the Company with its Statement of Valuation of the
     outstanding claim or claims as of the last day of the month immediately
     preceding the month in which the Company elects to require commutation, as
     determined by the Subscribing Reinsurer. Such Statement of Valuation shall
     include the elements considered reasonable to establish the excess loss and
     shall set forth or attach the information relied upon by the Subscribing
     Reinsurer and the methodology employed to calculate the excess loss.

D.   In the event the Subscribing Reinsurer's Statement of Valuation of the
     outstanding claim or claims is viewed as unacceptable to the Company, the
     Company may either abandon the commutation effort, or may seek to settle
     any difference by using an independent actuary agreed to by the parties.

E.   If the parties cannot agree on an acceptable independent actuary within 15
     calendar days of the date of the Subscribing Reinsurer's Statement of
     Valuation, then each party shall


                                     Page 13

<PAGE>

     appoint an actuary as party arbitrators for the limited and sole purpose of
     selecting an independent actuary. If the actuaries cannot agree on an
     acceptable independent actuary within 15 calendar days of the date of the
     Subscribing Reinsurer's Statement of Valuation, the Company shall supply
     the Subscribing Reinsurer with a list of at least three proposed
     independent actuaries, and the Subscribing Reinsurer shall select the
     independent actuary from that list.

F.   Upon selection of the independent actuary, both parties shall present their
     respective written submissions to the independent actuary. The independent
     actuary may, at his or her discretion, request additional information. The
     independent actuary shall issue his or her decision within 45 calendar days
     after the written submissions have been filed and any additional
     information has been provided.

G.   The decision of the independent actuary shall be final and binding. The
     expense of the independent actuary shall be equally divided between the two
     parties. For the purposes of this Article, unless mutually agreed
     otherwise, an "independent actuary" shall be an actuary who satisfies each
     of the following criteria:

     1.   Is regularly engaged in the valuation of claims resulting from lines
          of business subject to this Contract; and

     2.   Is either a Fellow of the Casualty Actuarial Society or of the
          American Academy of Actuaries; and

     3.   Is disinterested and impartial regarding this commutation.

H.   Notwithstanding paragraphs A, B and C above, in the event that the
     Subscribing Reinsurer no longer meets the conditions set forth in
     subparagraph 1 or 2 in paragraph A above, this commutation may continue on
     a mutually agreed basis.

I.   Payment by the Subscribing Reinsurer of the amount requested in accordance
     with paragraph B, C or F above, shall release the Subscribing Reinsurer
     from all further liability for outstanding claim or claims, known or
     unknown, under this Contract, which shall release the Company from all
     further liability for payments of salvage or subrogation amounts, known or
     unknown, to the Subscribing Reinsurer under this Contract.

J.   In the event of any conflict between this Article and any other Article of
     this Contract, the terms of this Article shall control.

K.   This Article shall survive the termination of this Contract.

ARTICLE XIII - SALVAGE AND SUBROGATION

The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or
recovery made by the Company, less the actual cost, excluding salaries of
officials and employees of the Company and sums paid to attorneys as retainer,
of obtaining such reimbursement or making such recovery) or subrogation on
account of claims and settlements involving reinsurance hereunder. Salvage or
subrogation thereon shall always be used to reimburse the excess


                                     Page 14

<PAGE>

carriers in the reverse order of their priority according to their participation
before being used in any way to reimburse the Company for its primary loss. The
Company hereby agrees to enforce its rights to salvage or subrogation where it
is economically reasonable in the judgment of the Company, relating to any loss,
a part of which loss was sustained by the Reinsurer, and to prosecute all claims
arising out of such rights.

ARTICLE XIV - FEDERAL TERRORISM COVERAGE

A.   Any loss reimbursement the Company receives from the United States
     Government under the Terrorism Risk Insurance Act of 2002, as amended by
     the Terrorism Risk Insurance Extension Act of 2005 (together the "Terrorism
     Act") as a result of occurrences commencing during the contract year shall
     inure to the benefit of this Contract in the proportion that the Company's
     insured losses (as defined in the Terrorism Act) in that occurrence under
     policies reinsured under this Contract bear to the Company's total insured
     losses in that occurrence.

B.   If a loss reimbursement received by the Company under the Terrorism Act is
     based on the Company's insured losses in more than one occurrence and the
     United States Government does not designate the amount allocable to each
     occurrence, the reimbursement shall be prorated in the proportion that the
     Company's insured losses in each occurrence bear to the Company's total
     insured losses arising out of all occurrences to which the recovery
     applies.

ARTICLE XV - REINSURANCE PREMIUM

A.   As premium for each excess layer of reinsurance coverage provided by this
     Contract, the Company shall pay the Reinsurer the greater of the following:

     1.   The amount, shown as "Annual Minimum Premium" for that excess layer in
          Schedule A attached hereto (or a pro rata portion thereof if the
          contract year is less than 12 months); or

     2.   The percentage, shown as "Premium Rate" for that excess layer in
          Schedule A attached hereto, of the Company's net earned premium for
          the contract year (except the runoff contract year, if any).

B.   The Company shall pay the Reinsurer a deposit premium for each excess layer
     of the amount, shown as "Annual Deposit Premium" for that excess layer in
     Schedule A attached hereto, in four equal installments of the amount, shown
     as "Quarterly Deposit Premium" for that excess layer in Schedule A attached
     hereto, on January 1, April 1, July 1 and October 1 of each contract year
     (except the runoff contract year, if any). However, if this Contract is
     terminated, no deposit premium installments shall be due after the
     effective date of termination (except as provided in paragraph D below).

C.   Within 60 days after the end of each contract year (and 60 days after the
     end of the runoff contract year, if any), the Company shall provide a
     report to the Reinsurer setting forth the premium due hereunder for each
     excess layer, computed in accordance with paragraph A,


                                     Page 15

<PAGE>

     and any additional premium due the Reinsurer or return premium due the
     Company for each excess layer shall be remitted promptly.

D.   In the event this Contract is terminated on a runoff basis, the reinsurance
     premium for the runoff contract year shall be calculated by multiplying the
     unearned portion of premium in force at the effective date of termination
     by the percentage shown as "Premium Rate" for that excess layer in Schedule
     A attached hereto, and paid semi-annually, and no minimum premium shall
     apply.

E.   "Net earned premium" as used herein is defined as the Company's gross
     earned premium collected on the classes of business subject to this
     Contract, less only the earned portion of premiums, if any, ceded by the
     Company for reinsurance which inures to the benefit of this Contract and
     less dividends incurred.

ARTICLE XVI - LATE PAYMENTS

A.   The provisions of this Article shall not be implemented unless specifically
     invoked, in writing, by one of the parties to this Contract.

B.   In the event any premium, loss or other payment due either party is not
     received by the intermediary named in the Intermediary Article (BRMA 23A)
     (hereinafter referred to as the "Intermediary") by the payment due date,
     the party to whom payment is due, may, by notifying the Intermediary in
     writing, require the debtor party to pay, and the debtor party agrees to
     pay, an interest penalty on the amount past due calculated for each such
     payment on the last business day of each month as follows:

     1.   The number of full days which have expired since the due date or the
          last monthly calculation, whichever the lesser; times

     2.   1/365ths of the sum of 400 basis points plus the six-month United
          States Treasury Bill rate as quoted in The Wall Street Journal on the
          first business day of the month for which the calculation is made;
          times

     3.   The amount past due, including accrued interest.

     It is agreed that interest shall accumulate until payment of the original
     amount due plus interest penalties have been received by the Intermediary.

C.   The establishment of the due date shall, for purposes of this Article, be
     determined as follows:

     1.   As respects the payment of routine deposits and premiums due the
          Reinsurer, the due date shall be as provided for in the applicable
          section of this Contract. In the event a due date is not specifically
          stated for a given payment, it shall be deemed due 30 days after the
          date of transmittal by the Intermediary of the initial billing for
          each such payment.


                                     Page 16

<PAGE>

     2.   Any claim or loss payment due the Company hereunder shall be deemed
          due 45 days after the proof of loss or demand for payment is
          transmitted to the Reinsurer. If such loss or claim payment is not
          received within the 45 days, interest will accrue on the payment or
          amount overdue in accordance with paragraph B above, from the date the
          proof of loss or demand for payment was transmitted to the Reinsurer.

     3.   As respects any payment, adjustment or return due either party not
          otherwise provided for in subparagraphs 1 and 2 of paragraph C above,
          the due date shall be as provided for in the applicable section of
          this Contract. In the event a due date is not specifically stated for
          a given payment, it shall be deemed due 14 days following transmittal
          of written notification that the provisions of this Article have been
          invoked.

     For purposes of interest calculations only, amounts due hereunder shall be
     deemed paid upon receipt by the Intermediary.

D.   Nothing herein shall be construed as limiting or prohibiting a Subscribing
     Reinsurer from contesting the validity of any claim, or from participating
     in the defense of any claim or suit, or prohibiting either party from
     contesting the validity of any payment or from initiating any arbitration
     or other proceeding in accordance with the provisions of this Contract. If
     the debtor party prevails in an arbitration or other proceeding, then any
     interest penalties due hereunder on the amount in dispute shall be null and
     void. If the debtor party loses in such proceeding, then the interest
     penalty on the amount determined to be due hereunder shall be calculated in
     accordance with the provisions set forth above unless otherwise determined
     by such proceedings. If the debtor party advances payment of any amount it
     is contesting, and proves to be correct in its contestation, either in
     whole or in part, the other party shall reimburse the debtor party for any
     such excess payment made plus interest on the excess amount calculated in
     accordance with this Article.

E.   Interest penalties arising out of the application of this Article that are
     $100 or less from any party shall be waived unless there is a pattern of
     late payments consisting of three or more items over the course of any
     12-month period.

ARTICLE XVII - OFFSET (BRMA 36A)

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Contract or any other contract heretofore or
hereafter entered into between the Company and the Reinsurer, whether acting as
assuming reinsurer or ceding company. This provision shall not be affected by
the insolvency of either party to this Contract.

ARTICLE XVIII - ACCESS TO RECORDS (BRMA 1D)

The Reinsurer or its designated representatives shall have access at any
reasonable time to all records of the Company which pertain in any way to this
reinsurance.


                                     Page 17

<PAGE>

ARTICLE XIX - LIABILITY OF THE REINSURER

A.   The liability of the Reinsurer shall follow that of the Company in every
     case and be subject in all respects to all the general and specific
     stipulations, clauses, waivers and modifications of the Company's policies
     and any endorsements thereon.

B.   Nothing herein shall in any manner create any obligations or establish any
     rights against the Reinsurer in favor of any third party or any persons not
     parties to this Contract.

ARTICLE XX - NET RETAINED LINES (BRMA 32E)

A.   This Contract applies only to that portion of any policy which the Company
     retains net for its own account (prior to deduction of any underlying
     reinsurance specifically permitted in this Contract), and in calculating
     the amount of any loss hereunder and also in computing the amount or
     amounts in excess of which this Contract attaches, only loss or losses in
     respect of that portion of any policy which the Company retains net for its
     own account shall be included.

B.   The amount of the Reinsurer's liability hereunder in respect of any loss or
     losses shall not be increased by reason of the inability of the Company to
     collect from any other reinsurer(s), whether specific or general, any
     amounts which may have become due from such reinsurer(s), whether such
     inability arises from the insolvency of such other reinsurer(s) or
     otherwise.

ARTICLE XXI - ERRORS AND OMISSIONS

Except as provided in the Sunset Article, inadvertent delays, errors or
omissions made in connection with this Contract or any transaction hereunder
shall not relieve either party from any liability which would have attached had
such delay, error or omission not occurred, provided always that such error or
omission is rectified as soon as possible after discovery.

ARTICLE XXII - CURRENCY (BRMA 12A)

A.   Whenever the word "Dollars" or the "$" sign appears in this Contract, they
     shall be construed to mean United States Dollars and all transactions under
     this Contract shall be in United States Dollars.

B.   Amounts paid or received by the Company in any other currency shall be
     converted to United States Dollars at the rate of exchange at the date such
     transaction is entered on the books of the Company.

ARTICLE XXIII - TAXES (BRMA 50B)

In consideration of the terms under which this Contract is issued, the Company
will not claim a deduction in respect of the premium hereon when making tax
returns, other than income or


                                     Page 18

<PAGE>

profits tax returns, to any state or territory of the United States of America
or the District of Columbia.

ARTICLE XXIV - FEDERAL EXCISE TAX

A.   The Reinsurer has agreed to allow for the purpose of paying the Federal
     Excise Tax the applicable percentage of the premium payable hereon (as
     imposed under Section 4371 of the Internal Revenue Code) to the extent such
     premium is subject to the Federal Excise Tax.

B.   In the event of any return of premium becoming due hereunder the Reinsurer
     will deduct the applicable percentage from the return premium payable
     hereon and the Company or its agent should take steps to recover the tax
     from the United States Government.

ARTICLE XXV - RESERVES AND LETTERS OF CREDIT

[Applies only to a reinsurer which does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company's reserves,
which is or becomes rated "B++" or lower by A.M. Best (inclusive of "Not Rated"
ratings) and/or Standard & Poor's rating is or becomes "BBB+" or lower
(inclusive of "Not Rated" ratings).]

A.   As regards policies or bonds issued by the Company coming within the scope
     of this Contract, the Company agrees that when it shall file with the
     insurance regulatory authority or set up on its books reserves for losses
     covered hereunder which it shall be required by law to set up, it will
     forward to the Reinsurer a statement showing the proportion of such
     reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees
     to fund such reserves in respect of known outstanding losses that have been
     reported to the Reinsurer and allocated loss adjustment expense relating
     thereto, losses and allocated loss adjustment expense paid by the Company
     but not recovered from the Reinsurer, plus reserves for losses incurred but
     not reported, as shown in the statement prepared by the Company
     (hereinafter referred to as "Reinsurer's Obligations") by funds withheld,
     cash advances or a Letter of Credit. The Reinsurer shall have the option of
     determining the method of funding provided it is acceptable to the
     insurance regulatory authorities having jurisdiction over the Company's
     reserves with regards to unauthorized reinsurers; or, should the Reinsurer
     be downgraded, the method of funding shall be mutually agreed.

B.   When funding by a Letter of Credit, the Reinsurer agrees to apply for and
     secure timely delivery to the Company of a clean, irrevocable and
     unconditional Letter of Credit issued by a bank meeting the NAIC Securities
     Valuation Office credit standards for issuers of Letters of Credit and
     containing provisions acceptable to the insurance regulatory authorities
     having jurisdiction over the Company's reserves in an amount equal to the
     Reinsurer's proportion of said reserves. Such Letter of Credit shall be
     issued for a period of not less than one year, and shall contain an
     "evergreen" clause, which automatically extends the term for one year from
     its date of expiration or any future expiration date unless 30 days (60
     days where required by insurance regulatory authorities) prior to any
     expiration date the issuing bank shall notify the Company by certified or
     registered mail that the issuing bank elects not to consider the Letter of
     Credit extended for any additional period.


                                     Page 19

<PAGE>

C.   The Reinsurer and Company agree that the Letters of Credit provided by the
     Reinsurer pursuant to the provisions of this Contract may be drawn upon at
     any time, notwithstanding any other provision of this Contract, and be
     utilized by the Company or any successor, by operation of law, of the
     Company including, without limitation, any liquidator, rehabilitator,
     receiver or conservator of the Company for the following purposes, unless
     otherwise provided for in a separate Trust Agreement:

     1.   To reimburse the Company for the Reinsurer's Obligations, the payment
          of which is due under the terms of this Contract and which has not
          been otherwise paid;

     2.   To make refund of any sum which is in excess of the actual amount
          required to pay the Reinsurer's Obligations under this Contract, if so
          requested by the Reinsurer;

     3.   To fund an account with the Company for the Reinsurer's Obligations.
          Such cash deposit shall be held in an interest bearing account
          separate from the Company's other assets, and interest thereon not in
          excess of the prime rate shall accrue to the benefit of the Reinsurer;

     4.   To pay the Reinsurer's share of any other amounts the Company claims
          are due under this Contract.

     In the event the amount drawn by the Company on any Letter of Credit is in
     excess of the actual amount required for subparagraphs 1 or 3, or in the
     case of subparagraph 4, the actual amount determined to be due, the Company
     shall promptly return to the Reinsurer the excess amount so drawn. All of
     the foregoing shall be applied without diminution because of insolvency on
     the part of the Company or the Reinsurer.

D.   The issuing bank shall have no responsibility whatsoever in connection with
     the propriety of withdrawals made by the Company or the disposition of
     funds withdrawn, except to ensure that withdrawals are made only upon the
     order of properly authorized representatives of the Company.

E.   At annual intervals, or more frequently as agreed but never more frequently
     than quarterly, the Company shall prepare a specific statement of the
     Reinsurer's Obligations, for the sole purpose of amending the Letter of
     Credit, in the following manner:

     1.   If the statement shows that the Reinsurer's Obligations exceed the
          balance of credit as of the statement date, the Reinsurer shall,
          within 30 days after receipt of notice of such excess, secure delivery
          to the Company of an amendment to the Letter of Credit increasing the
          amount of credit by the amount of such difference.

     2.   If, however, the statement shows that the Reinsurer's Obligations are
          less than the balance of credit as of the statement date, the Company
          shall, within 30 days after receipt of written request from the
          Reinsurer, release such excess credit by agreeing to secure an
          amendment to the Letter of Credit reducing the amount of credit
          available by the amount of such excess credit.


                                     Page 20

<PAGE>

ARTICLE XXVI - INSOLVENCY

A.   In the event of the insolvency of one or more of the reinsured companies,
     this reinsurance shall be payable directly to the company or to its
     liquidator, receiver, conservator or statutory successor on the basis of
     the liability of the company without diminution because of the insolvency
     of the company or because the liquidator, receiver, conservator or
     statutory successor of the company has failed to pay all or a portion of
     any claim. It is agreed, however, that the liquidator, receiver,
     conservator or statutory successor of the company shall give written notice
     to the Reinsurer of the pendency of a claim against the company indicating
     the policy or bond reinsured which claim would involve a possible liability
     on the part of the Reinsurer within a reasonable time after such claim is
     filed in the conservation or liquidation proceeding or in the receivership,
     and that during the pendency of such claim, the Reinsurer may investigate
     such claim and interpose, at its own expense, in the proceeding where such
     claim is to be adjudicated, any defense or defenses that it may deem
     available to the company or its liquidator, receiver, conservator or
     statutory successor. The expense thus incurred by the Reinsurer shall be
     chargeable, subject to the approval of the Court, against the company as
     part of the expense of conservation or liquidation to the extent of a pro
     rata share of the benefit which may accrue to the company solely as a
     result of the defense undertaken by the Reinsurer.

B.   Where two or more reinsurers are involved in the same claim and a majority
     in interest elect to interpose defense to such claim, the expense shall be
     apportioned in accordance with the terms of this Contract as though such
     expense had been incurred by the company.

C.   It is further understood and agreed that, in the event of the insolvency of
     one or more of the reinsured companies, the reinsurance under this Contract
     shall be payable directly by the Reinsurer to the company or to its
     liquidator, receiver or statutory successor, except as provided by Section
     4118(a) of the New York Insurance Law or except (1) where this Contract
     specifically provides another payee of such reinsurance in the event of the
     insolvency of the company or (2) where the Reinsurer with the consent of
     the direct insured or insureds has assumed such policy obligations of the
     company as direct obligations of the Reinsurer to the payees under such
     policies and in substitution for the obligations of the company to such
     payees.

ARTICLE XXVII - ARBITRATION (BRMA 6J)

A.   As a condition precedent to any right of action hereunder, in the event of
     any dispute or difference of opinion hereafter arising with respect to this
     Contract, it is hereby mutually agreed that such dispute or difference of
     opinion shall be submitted to arbitration. One Arbiter shall be chosen by
     the Company, the other by the Reinsurer, and an Umpire shall be chosen by
     the two Arbiters before they enter upon arbitration, all of whom shall be
     active or retired disinterested executive officers of insurance or
     reinsurance companies or Lloyd's London Underwriters. In the event that
     either party should fail to choose an Arbiter within 30 days following a
     written request by the other party to do so, the requesting party may
     choose two Arbiters who shall in turn choose an Umpire before entering upon
     arbitration. If the two Arbiters fail to agree upon the selection of an
     Umpire within 30 days following their appointment, each Arbiter shall
     nominate three candidates within 10 days thereafter, two of whom the other
     shall decline, and the decision shall be made by drawing lots.


                                     Page 21

<PAGE>

B.   Each party shall present its case to the Arbiters within 30 days following
     the date of appointment of the Umpire. The Arbiters shall consider this
     Contract as an honorable engagement rather than merely as a legal
     obligation and they are relieved of all judicial formalities and may
     abstain from following the strict rules of law. The decision of the
     Arbiters shall be final and binding on both parties; but failing to agree,
     they shall call in the Umpire and the decision of the majority shall be
     final and binding upon both parties. Judgment upon the final decision of
     the Arbiters may be entered in any court of competent jurisdiction.

C.   If more than one reinsurer is involved in the same dispute, all such
     reinsurers shall constitute and act as one party for purposes of this
     Article and communications shall be made by the Company to each of the
     reinsurers constituting one party, provided, however, that nothing herein
     shall impair the rights of such reinsurers to assert several, rather than
     joint, defenses or claims, nor be construed as changing the liability of
     the reinsurers participating under the terms of this Contract from several
     to joint.

D.   Each party shall bear the expense of its own Arbiter, and shall jointly and
     equally bear with the other the expense of the Umpire and of the
     arbitration. In the event that the two Arbiters are chosen by one party, as
     above provided, the expense of the Arbiters, the Umpire and the arbitration
     shall be equally divided between the two parties.

E.   Any arbitration proceedings shall take place at a location mutually agreed
     upon by the parties to this Contract, but notwithstanding the location of
     the arbitration, all proceedings pursuant hereto shall be governed by the
     law of the state in which the Company has its principal office.

ARTICLE XXVIII - SERVICE OF SUIT (BRMA 49C)

(Applicable if the Reinsurer is not domiciled in the United States of America,
and/or is not authorized in any State, Territory or District of the United
States where authorization is required by insurance regulatory authorities)

A.   It is agreed that in the event the Reinsurer fails to pay any amount
     claimed to be due hereunder, the Reinsurer, at the request of the Company,
     will submit to the jurisdiction of a court of competent jurisdiction within
     the United States. Nothing in this Article constitutes or should be
     understood to constitute a waiver of the Reinsurer's rights to commence an
     action in any court of competent jurisdiction in the United States, to
     remove an action to a United States District Court, or to seek a transfer
     of a case to another court as permitted by the laws of the United States or
     of any state in the United States.

B.   Further, pursuant to any statute of any state, territory or district of the
     United States which makes provision therefor, the Reinsurer hereby
     designates the party named in its Interests and Liabilities Agreement, or
     if no party is named therein, the Superintendent, Commissioner or Director
     of Insurance or other officer specified for that purpose in the statute, or
     his successor or successors in office, as its true and lawful attorney upon
     whom may be served any lawful process in any action, suit or proceeding
     instituted by or on behalf of the Company or any beneficiary hereunder
     arising out of this Contract.


                                     Page 22

<PAGE>

ARTICLE XXIX - ENTIRE AGREEMENT

This written Contract constitutes the entire agreement between the parties
hereto with respect to the business being reinsured hereunder, and there are no
understandings between the parties hereto other than as expressed in this
Contract. Any change or modification to this Contract will be made by amendment
to this Contract and signed by the parties.

ARTICLE XXX - GOVERNING LAW (BRMA 71B)

This Contract shall be governed by and construed in accordance with the laws of
the State of Louisiana.

ARTICLE XXXI - AGENCY AGREEMENT

If more than one reinsured company is named as a party to this Contract, the
first named company shall be deemed the agent of the other reinsured companies
for purposes of sending or receiving notices required by the terms and
conditions of this Contract, and for purposes of remitting or receiving any
monies due any party.

ARTICLE XXXII - INTERMEDIARY (BRMA 23A)

Benfield Inc. is hereby recognized as the Intermediary negotiating this Contract
for all business hereunder. All communications (including but not limited to
notices, statements, premium, return premium, commissions, taxes, losses, loss
adjustment expense, salvages and loss settlements) relating thereto shall be
transmitted to the Company or the Reinsurer through Benfield Inc. Payments by
the Company to the Intermediary shall be deemed to constitute payment to the
Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to
constitute payment to the Company only to the extent that such payments are
actually received by the Company.

IN WITNESS WHEREOF, the Company by its duly authorized representative has
executed this Contract as of the date undermentioned at:

DeRidder, Louisiana, this 15th day of January in the year 2007.

                          /s/ Allan E. Farr
                          ---------------------------------------------------
                          American Interstate Insurance Company
                          American Interstate Insurance Company of Texas
                          Silver Oak Casualty, Inc.


                                     Page 23

<PAGE>

                                   SCHEDULE A

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<TABLE>
<CAPTION>
                                      FIRST         SECOND
                                      EXCESS        EXCESS
                                   -----------   -----------
<S>                                <C>           <C>
Company's Retention                $10,000,000   $20,000,000
Reinsurer's Per Occurrence Limit   $10,000,000   $10,000,000
Reinsurer's Contract Year Limit    $20,000,000   $20,000,000
Annual Minimum Premium             $   760,000   $   500,000
Premium Rate                            0.2864%       0.1884%
Annual Deposit Premium             $   950,000   $   625,000
Quarterly Deposit Premium          $   237,500   $   156,250
</TABLE>

The figures listed above for each excess layer shall apply to each Subscribing
Reinsurer in the percentage share for that excess layer as expressed in its
Interests and Liabilities Agreement attached hereto.

                                   Schedule A

<PAGE>

      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE (U.S.A.)
       (Approved by Lloyd's Underwriters' Fire and Non-Marine Association)

(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

(2)  Without in any way restricting the operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all the original policies of the Reassured (new, renewal and
     replacement) of the classes specified in Clause II of this paragraph (2)
     from the time specified in Clause III in this paragraph (2) shall be deemed
     to include the following provision (specified as the Limited Exclusion
     Provision):

     LIMITED EXCLUSION PROVISION.*

     I.   It is agreed that the policy does not apply under any liability
          coverage, to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          with respect to which an insured under the policy is also an insured
          under a nuclear energy liability policy issued by Nuclear Energy
          Liability Insurance Association, Mutual Atomic Energy Liability
          Underwriters or Nuclear Insurance Association of Canada, or would be
          an insured under any such policy but for its termination upon
          exhaustion of its limit of liability.

     II.  Family Automobile Policies (liability only), Special Automobile
          Policies (private passenger automobiles, liability only), Farmers
          Comprehensive Personal Liability Policies (liability only),
          Comprehensive Personal Liability Policies (liability only) or policies
          of a similar nature; and the liability portion of combination forms
          related to the four classes of policies stated above, such as the
          Comprehensive Dwelling Policy and the applicable types of Homeowners
          Policies.

     III. The inception dates and thereafter of all original policies as
          described in II above, whether new, renewal or replacement, being
          policies which either

          (a)  become effective on or after 1st May, 1960, or

          (b)  become effective before that date and contain the Limited
               Exclusion Provision set out above;

          provided this paragraph (2) shall not be applicable to Family
          Automobile Policies, Special Automobile Policies, or policies or
          combination policies of a similar nature, issued by the Reassured on
          New York risks, until 90 days following approval of the Limited
          Exclusion Provision by the Governmental Authority having jurisdiction
          thereof.

(3)  Except for those classes of policies specified in Clause II of paragraph
     (2) and without in any way restricting the operation of paragraph (1) of
     this Clause, it is understood and agreed that for all purposes of this
     reinsurance the original liability policies of the Reassured (new, renewal
     and replacement) affording the following coverages:

          Owners, Landlords and Tenants Liability, Contractual Liability,
          Elevator Liability, Owners or Contractors (including railroad)
          Protective Liability, Manufacturers and Contractors Liability, Product
          Liability, Professional and Malpractice Liability, Storekeepers
          Liability, Garage Liability, Automobile Liability (including
          Massachusetts Motor Vehicle or Garage Liability)

     shall be deemed to include, with respect to such coverages, from the time
     specified in Clause V of this paragraph (3), the following provision
     (specified as the Broad Exclusion Provision):

     BROAD EXCLUSION PROVISION.*

     It is agreed that the policy does not apply:

          I.   Under any Liability Coverage to

                    (injury, sickness, disease, death or destruction

                    (bodily injury or property damage

               (a)  with respect to which an insured under the policy is also an
                    insured under a nuclear energy liability policy issued by
                    Nuclear Energy Liability Insurance Association, Mutual
                    Atomic Energy Liability Underwriters or Nuclear Insurance
                    Association of Canada, or would be an insured under any such
                    policy but for its termination upon exhaustion of its limit
                    of liability; or

               (b)  resulting from the hazardous properties of nuclear material
                    and with respect to which (1) any person or organization is
                    required to maintain financial protection pursuant to the
                    Atomic Energy Act of 1954, or any law amendatory thereof, or
                    (2) the insured is, or had this policy not been issued would
                    be, entitled to indemnity from the United States of America,
                    or any agency thereof, under any agreement entered into by
                    the United States of America, or any agency thereof, with
                    any person or organization.

<PAGE>

          II.  Under any Medical Payments Coverage, or under any Supplementary
               Payments Provision relating to

                    (immediate medical or surgical relief

                    (first aid,

               to expenses incurred with respect to

                    (bodily injury, sickness, disease or death

                    (bodily injury

               resulting from the hazardous properties of nuclear material and
               arising out of the operation of a nuclear facility by any person
               or organization.

          III. Under any Liability Coverage to

                    (injury, sickness, disease, death or destruction

                    (bodily injury or property damage

               resulting from the hazardous properties of nuclear material, if

               (a)  the nuclear material (1) is at any nuclear facility owned
                    by, or operated by or on behalf of, an insured or (2) has
                    been discharged or dispersed therefrom;

               (b)  the nuclear material is contained in spent fuel or waste at
                    any time possessed, handled, used, processed, stored,
                    transported or disposed of by or on behalf of an insured; or

               (c)  the

                    (injury, sickness, disease, death or destruction

                    (bodily injury or property damage

               arises out of the furnishing by an insured of services,
               materials, parts or equipment in connection with the planning,
               construction, maintenance, operation or use of any nuclear
               facility, but if such facility is located within the United
               States of America, its territories, or possessions or Canada,
               this exclusion (c) applies only to

                    (injury to or destruction of property at such nuclear
                    facility

                    (property damage to such nuclear facility and any property
                    thereat.

          IV.  As used in this endorsement:

               "hazardous properties" include radioactive, toxic or explosive
               properties; "nuclear material" means source material, special
               nuclear material or byproduct material; "source material",
               "special nuclear material", and "byproduct material" have the
               meanings given them in the Atomic Energy Act of 1954 or in any
               law amendatory thereof; "spent fuel" means any fuel element or
               fuel component, solid or liquid, which has been used or exposed
               to radiation in a nuclear reactor; "waste" means any waste
               material (1) containing byproduct material and (2) resulting from
               the operation by any person or organization of any nuclear
               facility included within the definition of nuclear facility under
               paragraph (a) or (b) thereof; "nuclear facility" means

               (a)  any nuclear reactor,

               (b)  any equipment or device designed or used for (1) separating
                    the isotopes of uranium or plutonium, (2) processing or
                    utilizing spent fuel, or (3) handling processing or
                    packaging waste,

               (c)  any equipment or device used for the processing, fabricating
                    or alloying of special nuclear material if at any time the
                    total amount of such material in the custody of the insured
                    at the premises where such equipment or device is located
                    consists of or contains more than 25 grams of plutonium or
                    uranium 233 or any combination thereof, or more than 250
                    grams of uranium 235,

               (d)  any structure, basin, excavation, premises or place prepared
                    or used for the storage or disposal of waste, and includes
                    the site on which any of the foregoing is located, all
                    operations conducted on such site and all premises used for
                    such operations; "nuclear reactor" means any apparatus
                    designed or used to sustain nuclear fission in a
                    self-supporting chain reaction or to contain a critical mass
                    of fissionable material;

                         (With respect to injury to or destruction of property,
                         the word "injury" or "destruction,"

                         ("property damage" includes all forms of radioactive
                         contamination of property,

                         (includes all forms of radioactive contamination of
                         property.

          V.   The inception dates and thereafter of all original policies
               affording coverages specified in this paragraph (3), whether new,
               renewal or replacement, being policies which become effective on
               or after 1st May, 1960, provided this paragraph (3) shall not be
               applicable to

                    (i)  Garage and Automobile Policies issued by the Reassured
                         on New York risks, or

                    (ii) statutory liability insurance required under Chapter
                         90, General Laws of Massachusetts, until 90 days
                         following approval of the Broad Exclusion Provision by
                         the Governmental Authority having jurisdiction thereof.

(4)  Without in any way restricting the operation of paragraph (1) of this
     Clause, it is understood and agreed that paragraphs (2) and (3) above are
     not applicable to original liability policies of the Reassured in Canada
     and that with respect to such policies this Clause shall be deemed to
     include the Nuclear Energy Liability Exclusion Provisions adopted by the
     Canadian Underwriters' Association or the Independent Insurance Conference
     of Canada.

- ----------
*    NOTE. The words printed in italics in the Limited Exclusion Provision and
     in the Broad Exclusion Provision shall apply only in relation to original
     liability policies which include a Limited Exclusion Provision or a Broad
     Exclusion Provision containing those words.

21/9/67
N.M.A. 1590

<PAGE>

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

               First Workers' Compensation Catastrophe Reinsurance

<TABLE>
<CAPTION>
                           REINSURERS                              PARTICIPATIONS
                           ----------                              --------------
<S>                                                                <C>
Arch Reinsurance Company                                                 5.00%
Harbor Point Services, Inc.
   on behalf of Federal Insurance Company                               10.00

THROUGH BENFIELD LIMITED (PLACEMENT ONLY)
AXA RE                                                                  10.00
Chaucer Underwriting A/S
   (for and on behalf of Chaucer Syndicates Limited 1084 & 1301)         5.00
Danish Re Underwriting Agencies ApS
   (for and on behalf of BRIT Insurance Limited)                         1.25
Danish Re Underwriting Agencies ApS
   (for Danish Re Syndicate 1400)                                        3.75

THROUGH BENFIELD LIMITED
Lloyd's Underwriters and Companies
   Per Signing Schedule(s)                                              65.00
                                                                       ------
TOTAL                                                                  100.00%
                                                                       ======
</TABLE>

<PAGE>

              Second Workers' Compensation Catastrophe Reinsurance

<TABLE>
<CAPTION>
                   REINSURERS                      PARTICIPATIONS
                   ----------                      --------------
<S>                                                <C>
Arch Reinsurance Company                                 5.00%
Harbor Point Services, Inc.
   on behalf of Federal Insurance Company               10.00
Tokio Millennium Re Ltd.                                10.00
XL Reinsurance America Inc.                             10.00

THROUGH BENFIELD LIMITED (PLACEMENT ONLY)
Danish Re Underwriting Agencies ApS
   (for and on behalf of BRIT Insurance Limited)         1.25
Danish Re Underwriting Agencies ApS
   (for Danish Re Syndicate 1400)                        3.75

THROUGH BENFIELD LIMITED
Lloyd's Underwriters and Companies
   Per Signing Schedule(s)                              60.00
                                                       ------
TOTAL                                                  100.00%
                                                       ======
</TABLE>
<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            Arch Reinsurance Company
                             A Nebraska Corporation
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     5.00% of the First Workers' Compensation Catastrophe Reinsurance

     5.00% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Morristown, New Jersey, this 25th day of January in the year 2007.

                             /s/ Thomas G. Devine
                             -----------------------------
                             Arch Reinsurance Company

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            Federal Insurance Company
                              Indianapolis, Indiana
                                     through
                           Harbor Point Services, Inc.
                            Bernardsville, New Jersey
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     10.00% of the First Workers' Compensation Catastrophe Reinsurance

     10.00% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Bernardsville, New Jersey, this 1st day of February in the year 2007.

                                /s/ Bill Pentony
                                ------------------------------------------------
                                Harbor Point Services, Inc. on behalf of Federal
                                Insurance Company

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            Tokio Millennium Re Ltd.
                                Hamilton, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     0% of the First Workers' Compensation Catastrophe Reinsurance

     10.00% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hamilton, Bermuda, this 25th day of January in the year 2007.

                        /s/ Jerome Faure
                        ------------------------------
                        Tokio Millennium Re Ltd.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           XL Reinsurance America Inc.
                               New York, New York
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     0% of the First Workers' Compensation Catastrophe Reinsurance

     10.00% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Stamford, Connecticut, this 26th day of February in the year 2007.

                            /s/ Gary LeSowitz
                            -----------------------------
                            XL Reinsurance America Inc.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                                     AXA RE
                                  Paris, France
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     10.00% of the First Workers' Compensation Catastrophe Reinsurance

     0% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Paris, France, this 8th day of March in the year 2007.

                    /s/ Allison Janisch
                    ----------------------------
                    AXA RE

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                     Chaucer Syndicates Limited 1084 & 1301
                                 London, England
                                     through
                            Chaucer Underwriting A/S
                               Copenhagen, Denmark
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     5.00% of the First Workers' Compensation Catastrophe Reinsurance

     0% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Copenhagen, Denmark, this 27th day of March in the year 2007.

                          /s/ Torsten Brobang
                          ------------------------------------------------------
                          Chaucer Underwriting A/S
                          (for and on behalf of Chaucer Syndicates Limited 1084
                          & 1301)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                             BRIT Insurance Limited
                                 London, England
                                     through
                       Danish Re Underwriting Agencies ApS
                               Copenhagen, Denmark
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     1.25% of the First Workers' Compensation Catastrophe Reinsurance

     1.25% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Copenhagen, Denmark, this 5th day of March in the year 2007.

                          /s/ Per Ever Hansen
                          ----------------------------------------------
                          Danish Re Underwriting Agencies ApS
                          (for and on behalf of BRIT Insurance Limited)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            Danish Re Syndicate 1400
                                 London, England
                                     through
                       Danish Re Underwriting Agencies ApS
                               Copenhagen, Denmark
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     3.75% of the First Workers' Compensation Catastrophe Reinsurance

     3.75% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Copenhagen, Denmark, this 5th day of March in the year 2007.

                          /s/ Per Ever Hansen
                          ------------------------------------------------
                          Danish Re Underwriting Agencies ApS
                          (for and on behalf of Danish Re Syndicate 1400)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                     Certain Underwriting Members of Lloyd's
                  shown in the Signing Schedule attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     45.00% of the First Workers' Compensation Catastrophe Reinsurance

     40.00% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule
attached hereto.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           Certain Insurance Companies
                shown in the Signing Schedule(s) attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                            FIRST AND SECOND CASUALTY
                           CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

     20.00% of the First Workers' Compensation Catastrophe Reinsurance

     20.00% of the Second Workers' Compensation Catastrophe Reinsurance

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule(s)
attached hereto.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>d48774exv10w4.txt
<DESCRIPTION>THIRD CASUALTY CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
- -------                                                                     ----
<S>                                                                         <C>
      I Classes of Business Reinsured                                         1
     II Commencement and Termination                                          1
    III Territory (BRMA 51A)                                                  3
     IV Exclusions                                                            3
      V Special Acceptances                                                   7
     VI Retention and Limit                                                   8
    VII Reinstatement                                                         8
   VIII Definitions                                                           9
     IX Annuities at Company's Option                                        11
      X Claims                                                               12
     XI Sunset                                                               12
    XII Special Commutation                                                  12
   XIII Salvage and Subrogation                                              14
    XIV Federal Terrorism Coverage                                           15
     XV Reinsurance Premium                                                  15
    XVI Late Payments                                                        16
   XVII Offset (BRMA 36A)                                                    17
  XVIII Access to Records (BRMA 1D)                                          17
    XIX Liability of the Reinsurer                                           17
     XX Net Retained Lines (BRMA 32E)                                        17
    XXI Errors and Omissions                                                 18
   XXII Currency (BRMA 12A)                                                  18
  XXIII Taxes (BRMA 50B)                                                     18
   XXIV Federal Excise Tax                                                   18
    XXV Reserves and Letters of Credit                                       19
   XXVI Insolvency                                                           20
  XXVII Arbitration (BRMA 6J)                                                21
 XXVIII Service of Suit (BRMA 49C)                                           22
   XXIX Entire Agreement                                                     22
    XXX Governing Law (BRMA 71B)                                             22
   XXXI Agency Agreement                                                     23
  XXXII Intermediary (BRMA 23A)                                              23
</TABLE>

                                                                 (BENFIELD LOGO)
<PAGE>

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group
             (hereinafter referred to collectively as the "Company")

                                       by

                   The Subscribing Reinsurer(s) Executing the
                     Interests and Liabilities Agreement(s)
                                 Attached Hereto
                  (hereinafter referred to as the "Reinsurer")

ARTICLE I - CLASSES OF BUSINESS REINSURED

By this Contract the Reinsurer agrees to reinsure the excess liability which may
accrue to the Company under its policies, contracts and binders of insurance or
reinsurance (hereinafter called "policies") in force at the effective date
hereof or issued or renewed on or after that date, and classified by the Company
as Workers' Compensation, Employers Liability, including coverage provided under
the U.S. Longshore and Harbor Workers' Compensation Act and the Jones Act, and
General Liability business, subject to the terms, conditions and limitations
hereinafter set forth.

ARTICLE II - COMMENCEMENT AND TERMINATION

A.   This Contract shall become effective at 12:01 a.m., Local Standard Time,
     January 1, 2007, with respect to losses arising out of occurrences
     commencing at or after that time and date, and shall continue in force
     thereafter until terminated.


                                     Page 1

<PAGE>

B.   Either party may terminate this Contract at 12:01 a.m., Local Standard
     Time, on any January 1 by giving the other party not less than 90 days
     prior notice by certified or registered mail.

C.   Notwithstanding the provisions of paragraph B above, the Company may
     terminate a Subscribing Reinsurer's percentage share in this Contract in
     the event any of the following circumstances occur as clarified by public
     announcement for subparagraphs 1 through 6 below and upon discovery for
     subparagraphs 7 and 8 below. The Company has 120 days from the date of
     applicable public announcement or discovery to exercise the option to
     terminate a Subscribing Reinsurer's percentage share in this Contract. The
     effective date of special termination shall not be sooner than one day
     after the Company provides the Subscribing Reinsurer notice of its election
     to specially terminate, unless mutually agreed otherwise:

     1.   The Subscribing Reinsurer's policyholders' surplus at the beginning of
          any contract year has been reduced by more than 20.0% of the amount of
          surplus 12 months prior to that date; or

     2.   The Subscribing Reinsurer's policyholders' surplus at any time during
          any contract year has been reduced by more than 20.0% of the amount of
          surplus at the date of the Subscribing Reinsurer's most recent
          financial statement filed with regulatory authorities and available to
          the public as of the beginning of the contract year; or

     3.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     4.   The Subscribing Reinsurer has become merged with, acquired by or
          controlled by any other company, corporation or individual(s) not
          controlling the Subscribing Reinsurer's operations previously; or

     5.   A State Insurance Department or other legal authority has ordered the
          Subscribing Reinsurer to cease writing business; or

     6.   The Subscribing Reinsurer has become insolvent or has been placed into
          liquidation or receivership (whether voluntary or involuntary) or
          proceedings have been instituted against the Subscribing Reinsurer for
          the appointment of a receiver, liquidator, rehabilitator, conservator
          or trustee in bankruptcy, or other agent known by whatever name, to
          take possession of its assets or control of its operations; or

     7.   The Subscribing Reinsurer has reinsured its entire liability under
          this Contract without the Company's prior written consent; or

     8.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

D.   Unless the Company elects that the Reinsurer have no liability for losses
     arising out of occurrences commencing after the effective date of
     termination, and so notifies the Reinsurer prior to or as promptly as
     possible after the effective date of termination,


                                     Page 2

<PAGE>

     reinsurance hereunder on business in force on the effective date of
     termination shall remain in full force and effect until expiration,
     cancellation or next premium anniversary of such business, whichever first
     occurs, but in no event beyond 12 months plus odd time (not exceeding 18
     months in all) following the effective date of termination.

ARTICLE III - TERRITORY (BRMA 51A)

The territorial limits of this Contract shall be identical with those of the
Company's policies.

ARTICLE IV - EXCLUSIONS

A.   This Contract does not apply to and specifically excludes the following:

     1.   Lines of business not identified in the Classes of Business Reinsured
          Article.

     2.   All excess of loss reinsurance assumed by the Company.

     3.   Reinsurance assumed by the Company under obligatory reinsurance
          agreements, except:

          a.   Agency reinsurance where the policies involved are to be
               reunderwritten in accordance with the underwriting standards of
               the Company and reissued as Company policies at the next
               anniversary or expiration date; and

          b.   Intercompany reinsurance between any of the reinsured companies
               under this Contract.

     4.   Business written by the Company on a co-indemnity basis where the
          Company is not the controlling carrier.

     5.   Business written to apply in excess of a deductible of more than
          $25,000, and business issued to apply specifically in excess over
          underlying insurance. However, if the Company is required, by any
          state regulation, to provide a deductible of more than $25,000, this
          exclusion shall not apply.

     6.   Nuclear risks as defined in the "Nuclear Incident Exclusion Clause -
          Liability - Reinsurance (U.S.A.)" attached to and forming part of this
          Contract.

     7.   As regards interests which at time of loss or damage are on shore, no
          liability shall attach hereto in respect of any loss or damage which
          is occasioned by war, invasion, hostilities, acts of foreign enemies,
          civil war, rebellion, insurrection, military or usurped power, or
          martial law or confiscation by order of any government or public
          authority. This War Exclusion Clause shall not, however, apply to
          interests which at time of loss or damage are within the territorial
          limits of the United States of America (comprising the Fifty States of
          the Union, the District of Columbia, and including bridges between the
          United States of America and Mexico provided they are under United
          States ownership), Canada, St. Pierre and Miquelon, provided such
          interests are insured


                                     Page 3

<PAGE>

          under policies containing a standard war or hostilities or warlike
          operations exclusion clause.

     8.   Liability as a member, subscriber or reinsurer of any Pool, Syndicate
          or Association, but this exclusion shall not apply to Assigned Risk
          Plans or similar plans.

     9.   All liability of the Company arising by contract, operation of law, or
          otherwise, from its participation or membership, whether voluntary or
          involuntary, in any insolvency fund. "Insolvency fund" includes any
          guaranty fund, insolvency fund, plan, pool, association, fund or other
          arrangement, however denominated, established or governed, which
          provides for any assessment of or payment or assumption by the Company
          of part or all of any claim, debt, charge, fee or other obligation of
          an insurer, or its successors or assigns, which has been declared by
          any competent authority to be insolvent, or which is otherwise deemed
          unable to meet any claim, debt, charge, fee or other obligation in
          whole or in part.

     10.  Workers' Compensation where the principal exposures, as defined by the
          governing class code, include:

          a.   Operation of aircraft, but only if the annual estimated policy
               premium is $250,000 or more;

          b.   Railroad, subway or street railway operations;

          c.   Operation or navigation of vessels or barges;

          d.   Manufacture, production or refining of gas, natural or artificial
               fuel, or other liquefied petroleum fuel, but only if the annual
               estimated policy premium is $250,000 or more;

          e.   Manufacturing, assembly, packing or processing of fireworks,
               fuses, nitroglycerine, magnesium, pyroxylin, ammunition or
               explosives. This exclusion does not apply to the assembly,
               packing or processing of explosives when the estimated annual
               premium is under $250,000;

          f.   Wrecking or demolition of structures, but only if the annual
               estimated policy premium is $250,000 or more;

          g.   Underground mining.

     11.  As respects Workers' Compensation and Employers Liability only, unless
          otherwise excluded as set forth above, the reinsurance provided under
          this Contract shall not apply to any loss, cost or expense arising out
          of or related to, either directly or indirectly, any "terrorist
          activity," as defined herein, but this exclusion shall only apply when
          the activity includes, involves or is associated with the use of any
          biological, chemical, radioactive or nuclear agent, material, device
          or weapon, or when the predominant business of the policyholder, as
          defined by the governing class code, is:


                                     Page 4

<PAGE>

          a.   The operation of: airports and aircraft; flight schools; bridges,
               dams, tunnels or locks; department stores; shopping malls; chain
               retail stores; casinos and casino hotels; cruise lines;
               railroads; ports/public transit authorities; security services;
               stadiums; convention/exhibition centers; or theme/amusement
               parks;

          b.   The manufacture and distribution of: automobiles; chemicals,
               petrochemicals or pharmaceuticals; utilities (electric, gas,
               water and sewer); major defense/aerospace products; or high-tech
               equipment, but only if the policyholder employs more than 20
               personnel at the location of a terrorist activity at the time of
               its occurrence;

          c.   The management or operation of the following type of structures,
               but only if greater than 25 stories in height:
               apartments/condominiums/co-ops; hotels/motels; or office
               buildings;

          d.   Businesses primarily engaged in the entertainment, media or
               transportation industry limited to the following: major media
               providers (NBC, FOX, ABC, CBS, etc.); television and motion
               picture studios; Broadway theaters; major internet companies
               (AOL, Yahoo, etc.); professional sports teams; major
               telecommunications companies (AT&T, WorldCom/MCI, etc.); national
               truck rental companies (Ryder, Penske, U-Haul, etc.); or major
               national motor freight common carriers (J.B. Hunt, Red Arrow,
               etc.);

          e.   Policyholders primarily located in, or predominantly doing
               business as: hospitals; universities; nuclear facilities;
               financial institutions; or governmental buildings and national
               landmarks.

          "Terrorist activity" shall mean any deliberate, unlawful act that:

          a.   Is declared by any authorized government official to be or to
               involve terrorism, terrorist activity or acts of terrorism; or

          b.   Includes, involves, or is associated with the use or threatened
               use of force, violence or harm against any person, tangible or
               intangible property, the environment, or any natural resources,
               where the act or threatened act is intended, in whole or in part,
               to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator; or

               ii.  Influence, disrupt or interfere with any government related
                    operations, activities or policies; or

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy; or


                                     Page 5

<PAGE>

          c.   Includes, involves, or is associated with, in whole or in part,
               any of the following activities, or the threat thereof:

               i.   Hijacking or sabotage of any form of transportation or
                    conveyance, including but not limited to spacecraft,
                    satellite, aircraft, train, vessel or motor vehicle;

               ii.  Hostage taking or kidnapping;

               iii. The use of any bomb, incendiary device, explosive or
                    firearm;

               iv.  The interference with or disruption of basic public or
                    commercial services and systems, including but not limited
                    to the following services or systems: electricity, natural
                    gas, power, postal, communications, telecommunications,
                    information, public transportation, water, fuel, sewer or
                    waste disposal;

               v.   The injuring or assassination of any elected or appointed
                    government official or any government employee;

               vi.  The seizure, blockage, interference with, disruption of, or
                    damage to any government buildings, institutions, functions,
                    events, tangible or intangible property or other assets; or

               vii. The seizure, blockage, interference with, disruption of, or
                    damage to tunnels, roads, streets, highways, or other places
                    of public transportation or conveyance.

          d.   Any of the activities listed in subparagraph c, above, shall be
               considered terrorist activity, except where the Company can
               demonstrate to the Reinsurer that the foregoing activities or
               threats thereof were motivated solely by personal objectives of
               the perpetrator that are unrelated, in whole or in part, to any
               intention to:

               i.   Promote or further any political, ideological,
                    philosophical, racial, ethnic, social or religious cause or
                    objective of the perpetrator or any organization,
                    association or group affiliated with the perpetrator;

               ii.  Influence, disrupt or interfere with any government-related
                    operations, activities or policies;

               iii. Intimidate, coerce or frighten the general public or any
                    segment of the general public; or

               iv.  Disrupt or interfere with a national economy or any segment
                    of a national economy.


                                     Page 6

<PAGE>

     12.  As respects General Liability policies, exposures, other than those
          identified below, as included in the General Liability section of the
          Company's Commercial Lines Manual:

          a.   Class 97111 - Logging;

          b.   Class 58873 - Sawmill;

          c.   Class 59984 - Woodyard and Drivers;

          d.   Class 95410 - Grading of Land;

          e.   Class 45819 - Lumber Yard;

          f.   Class 10073 - Repair Shops and Drivers;

          g.   Class 43822 - Timber Cruiser;

          h.   Class 99793 - Truckmen Not Otherwise Classified;

          i.   Class 91591 - Contractors - Subcontracted Work Other Than
               Construction;

          j.   Class 49452 - Vacant Land.

B.   Any exclusion set forth in subparagraphs 10 and/or 12 of paragraph A shall
     be waived automatically when, in the opinion of the Company, the exposure
     excluded therein is incidental to the principal exposure on the risk in
     question.

C.   If the Company is bound, without the knowledge and contrary to the
     instructions of the Company's supervisory underwriting personnel, on any
     business falling within the scope of one or more of the exclusions set
     forth in subparagraphs 10 and/or 12 of paragraph A, the exclusion shall be
     suspended with respect to such business until the Company has the first
     opportunity to cancel the policy in compliance with governmental
     requirements.

D.   If the Company is required to accept an assigned risk which conflicts with
     one or more of the exclusions set forth in subparagraph 10 of paragraph A,
     reinsurance shall apply, but only for the difference between the Company's
     retention and the minimum limit required by the applicable state statute,
     and in no event shall the Reinsurer's liability exceed the limit set forth
     in the Retention and Limit Article.

ARTICLE V - SPECIAL ACCEPTANCES

From time to time the Company may request a special acceptance of reinsurance
falling outside the scope of the provisions set forth herein. If each
Subscribing Reinsurer whose share in the interests and liabilities of the
Reinsurer is 20.0% or greater agrees to a special acceptance, such special
acceptance shall be binding on all Subscribing Reinsurers with respect to their
respective share. In the event agreement is not achieved, such special
acceptance shall be made to this Contract only with respect to the interests and
liabilities of each Subscribing Reinsurer who agrees to such special acceptance.
In the event a reinsurer becomes a party to


                                     Page 7

<PAGE>

this Contract subsequent to one or more special acceptances hereunder, the new
reinsurer shall automatically accept such special acceptance(s) as being covered
hereunder.

ARTICLE VI - RETENTION AND LIMIT

A.   The Company shall retain and be liable for the first $30,000,000 of
     ultimate net loss arising out of each occurrence. The Reinsurer shall then
     be liable for the amount by which such ultimate net loss exceeds the
     Company's applicable retention, but the liability of the Reinsurer shall
     not exceed $20,000,000 as respects any one occurrence.

B.   As respects Workers' Compensation business, the Company's ultimate net
     loss, for the purpose of this Contract, shall be deemed to be a maximum of
     $5,000,000 any one life.

C.   The Company shall be permitted to carry excess of loss and quota share
     reinsurance, recoveries under which shall inure solely to the benefit of
     the Company and be entirely disregarded in applying all of the provisions
     of this Contract.

D.   The Company shall purchase or be deemed to have purchased inuring excess
     facultative reinsurance to limit its ultimate net loss under any one
     coverage, any one policy (exclusive of loss in excess of policy limits,
     extra contractual obligations and loss adjustment expense) to $2,000,000
     each occurrence as respects General Liability and Employers Liability
     business subject hereto.

E.   The Company shall be permitted to carry excess of loss reinsurance applying
     to Workers' Compensation risks in the State of Minnesota, recoveries under
     which shall inure to the benefit of this Contract.

     Such coverage shall be provided through the Minnesota Workers' Compensation
     Reinsurance Association. It is understood that the liability of the
     Reinsurer for Minnesota Workers' Compensation risks is not released.

     In the event the Company accrues liability that is not provided by any
     inuring reinsurance, for whatever reason, the Reinsurer agrees to reinsure
     such excess liability.

ARTICLE VII - REINSTATEMENT

A.   In the event all or any portion of the reinsurance hereunder is exhausted
     by loss, the amount so exhausted shall be reinstated immediately from the
     time the occurrence commences hereon. For each amount so reinstated the
     Company agrees to pay additional premium equal to the product of the
     following:

     1.   The percentage of the occurrence limit reinstated (based on the loss
          paid by the Reinsurer); times

     2.   The earned reinsurance premium for the contract year (exclusive of
          reinstatement premium).


                                     Page 8

<PAGE>

B.   Whenever the Company requests payment by the Reinsurer of any loss
     hereunder, the Company shall submit a statement to the Reinsurer of
     reinstatement premium due the Reinsurer. If the earned reinsurance premium
     for the contract year has not been finally determined as of the date of any
     such statement, the calculation of reinstatement premium due shall be based
     on the annual deposit premium and shall be readjusted when the earned
     reinsurance premium for the contract year has been finally determined. Any
     reinstatement premium shown to be due the Reinsurer as reflected by any
     such statement (less prior payments, if any) shall be payable by the
     Company concurrently with payment by the Reinsurer of the requested loss.
     Any return reinstatement premium shown to be due the Company shall be
     remitted by the Reinsurer as promptly as possible after receipt and
     verification of the Company's statement.

C.   Notwithstanding anything stated herein, the liability of the Reinsurer
     shall not exceed either of the following:

     1.   $20,000,000 as respects loss or losses arising out of any one
          occurrence; or

     2.   $40,000,000 in all as respects loss or losses arising out of all
          occurrences commencing during the contract year.

D.   In the event this Contract is terminated on a runoff basis, additional
     reinstatement coverage shall be negotiated on or prior to the effective
     date of termination.

ARTICLE VIII - DEFINITIONS

A.   "Ultimate net loss" as used herein is defined as the sum or sums (including
     loss in excess of policy limits, extra contractual obligations and any loss
     adjustment expense, as hereinafter defined) paid or payable by the Company
     in settlement of claims and in satisfaction of judgments rendered on
     account of such claims, after deduction of all salvage, all recoveries and
     all claims on inuring insurance or reinsurance, whether collectible or not.
     Nothing herein shall be construed to mean that losses under this Contract
     are not recoverable until the Company's ultimate net loss has been
     ascertained.

B.   "Loss in excess of policy limits" and "extra contractual obligations" as
     used herein shall be defined as follows:

     1.   "Loss in excess of policy limits" shall mean 90.0% of any amount paid
          or payable by the Company in excess of its policy limits, but
          otherwise within the terms of its policy, such loss in excess of the
          Company's policy limits having been incurred because of, but not
          limited to, failure by the Company to settle within the policy limits
          or by reason of the Company's alleged or actual negligence, fraud or
          bad faith in rejecting an offer of settlement or in the preparation of
          the defense or in the trial of an action against its insured or
          reinsured or in the preparation or prosecution of an appeal consequent
          upon such an action.

     2.   "Extra contractual obligations" shall mean 90.0% of any punitive,
          exemplary, compensatory or consequential damages paid or payable by
          the Company, not covered by any other provision of this Contract and
          which arise from the handling of


                                     Page 9

<PAGE>

          any claim on business subject to this Contract, such liabilities
          arising because of, but not limited to, failure by the Company to
          settle within the policy limits or by reason of the Company's alleged
          or actual negligence, fraud or bad faith in rejecting an offer of
          settlement or in the preparation of the defense or in the trial of any
          action against its insured or reinsured or in the preparation or
          prosecution of an appeal consequent upon such an action. An extra
          contractual obligation shall be deemed, in all circumstances, to have
          occurred on the same date as the loss covered or alleged to be covered
          under the policy.

     If any provision of this Article shall be rendered illegal or unenforceable
     by the laws, regulations or public policy of any state, such provision
     shall be considered void in such state, but this shall not affect the
     validity or enforceability of any other provision of this Contract or the
     enforceability of such provision in any other jurisdiction.

     Notwithstanding anything stated herein, this Contract shall not apply to
     any loss in excess of policy limits or any extra contractual obligation
     incurred by the Company as a result of any fraudulent and/or criminal act
     by any officer or director of the Company acting individually or
     collectively or in collusion with any individual or corporation or any
     other organization or party involved in the presentation, defense or
     settlement of any claim covered hereunder.

C.   "Occurrence" as used herein is defined as an accident or occurrence or a
     series of accidents or occurrences arising out of or caused by one event,
     except that:

     1.   As respects General Liability policies where the Company's limit of
          liability for Products and Completed Operations coverages is
          determined on the basis of the insured's aggregate losses during a
          policy period, all such losses proceeding from or traceable to the
          same causative agency shall, at the Company's option, be deemed to
          have been caused by one occurrence commencing at the beginning of the
          policy period, it being understood and agreed that each renewal or
          annual anniversary date of the policy involved shall be deemed the
          beginning of a new policy period;

     2.   Each occupational or industrial disease case or cumulative trauma case
          contracted by an employee of an insured shall be deemed to have been
          caused by a separate occurrence, commencing on:

          a.   The date of disability for which compensation is payable if the
               case is compensable under the Workers' Compensation Law;

          b.   The date disability due to the disease actually began if the case
               is not compensable under the Workers' Compensation Law;

          c.   The date of cessation of employment if claim is made after
               employment has ceased.

     3.   Notwithstanding the provisions of subparagraph 2 above, as respects
          losses resulting from occupational or industrial disease or cumulative
          trauma suffered by employees of an insured for which the employer is
          liable, as a result of a sudden and accidental event not exceeding 72
          hours in duration, all such losses shall be considered one


                                     Page 10

<PAGE>

          occurrence and may be combined with losses classified as other than
          occupational or industrial disease or cumulative trauma which arise
          out of the same event and the combination of such losses shall be
          considered as one occurrence within the meaning hereof.

D.   "Occupational or industrial disease" is any abnormal condition that
     fulfills all of the following conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has been caused by exposure to a disease producing agent or agents
          present in the worker's occupational environment.

     3.   It has resulted in disability or death.

E.   "Cumulative trauma" is an injury that fulfills all of the following
     conditions:

     1.   It is not traceable to a definite compensable accident occurring
          during the employee's past or present employment.

     2.   It has occurred from and has been aggravated by a repetitive
          employment related activity.

     3.   It has resulted in disability or death.

F.   "Loss adjustment expense" as used herein shall mean expenses allocable to
     the investigation, defense and/or settlement of specific claims, including
     litigation expenses, interest on judgments, declaratory judgment expenses
     or other legal expenses and costs incurred in connection with coverage
     questions and legal actions connected thereto, and salaries and expenses of
     salaried adjusters associated with claims covered under policies of the
     Company reinsured hereunder but not including office expenses or salaries
     of the Company's regular employees.

G.   "Contract year" as used in this Contract shall mean the period from 12:01
     a.m., Local Standard Time, January 1, 2007 to 12:01 a.m., Local Standard
     Time, January 1, 2008, and each respective 12-month period thereafter that
     this Contract continues in force. However, if this Contract is terminated
     on a "cutoff" basis, the final contract year shall be from the beginning of
     the then current contract year through the effective date of termination.
     If this Contract is terminated on a "runoff" basis, the period from the
     effective date of termination through the end of the "runoff" period shall
     be a separate contract year and referred to as the "runoff contract year."

ARTICLE IX - ANNUITIES AT COMPANY'S OPTION

A.   Whenever the Company is required, or elects, to purchase an annuity or to
     negotiate a structured settlement, either in satisfaction of a judgment or
     in an out-of-court settlement or


                                     Page 11

<PAGE>

     otherwise, the cost of the annuity or the structured settlement, as the
     case may be, shall be deemed part of the Company's ultimate net loss.

B.   The terms "annuity" or "structured settlement" shall be understood to mean
     any insurance policy, lump sum payment, agreement or device of whatever
     nature resulting in the payment of a lump sum by the Company in settlement
     of any or all future liabilities which may attach to it as a result of an
     occurrence.

C.   In the event the Company purchases an annuity which inures in whole or in
     part to the benefit of the Reinsurer, it is understood that the liability
     of the Reinsurer is not released thereby. In the event the Company is
     required to provide benefits not provided by the annuity for whatever
     reason, the Reinsurer shall pay its share of any loss.

ARTICLE X - CLAIMS

A.   Whenever a claim is reserved by the Company for an amount greater than
     50.0% of its retention hereunder and/or whenever a claim appears likely to
     result in a claim under this Contract, the Company shall notify the
     Reinsurer. Further, the Company shall notify the Reinsurer whenever a claim
     involves a fatality, major limb amputation, spinal cord damage, brain
     damage, blindness or extensive burns, regardless of liability, if the
     policy limits or statutory benefits applicable to the claim are greater
     than the Company's retention hereunder. The Reinsurer shall have the right
     to participate, at its own expense, in the defense of any claim or suit or
     proceeding involving this reinsurance.

B.   All claim settlements made by the Company, provided they are within the
     terms of this Contract (including but not limited to ex-gratia payments),
     shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all
     amounts for which it may be liable upon receipt of satisfactory evidence of
     the amount paid by the Company.

ARTICLE XI - SUNSET

Ten years after the effective date of termination of this Contract (or after the
end of the runoff period, if applicable), the Company shall advise the Reinsurer
of any outstanding claims and/or occurrences (each hereinafter referred to as a
"claim") arising during any contract year, which have not been finally settled
and which may cause a recovery under this Contract. Unless mutually agreed, no
liability shall attach hereunder for any claim not reported to the Reinsurer
within 90 days following the 10-year period.

ARTICLE XII - SPECIAL COMMUTATION

A.   In the event a Subscribing Reinsurer meets the following conditions, the
     Company may require a commutation of that portion of any excess loss
     hereunder represented by any outstanding claim or claims, including any
     related loss adjustment expense.


                                     Page 12

<PAGE>

     1.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ (inclusive
          of "Not Rated" ratings); or

     2.   The Subscribing Reinsurer has ceased assuming new and renewal treaty
          reinsurance business.

     "Outstanding claim or claims" shall be defined as known or unknown claims,
     including any billed yet unpaid claims. However, unless otherwise mutually
     agreed, this paragraph shall not apply unless the outstanding claim or
     claims is for an amount not less than $5,000.

B.   If the Company elects to require commutation as provided in paragraph A
     above, the Company shall submit a Statement of Valuation of the outstanding
     claim or claims as of the last day of the month immediately preceding the
     month in which the Company elects to require commutation, as determined by
     the Company. Such Statement of Valuation shall include the elements
     considered reasonable to establish the excess loss and shall set forth or
     attach the information relied upon by the Company and the methodology
     employed to calculate the excess loss. The Subscribing Reinsurer shall then
     pay the amount requested within 30 calendar days of receipt of such
     Statement of Valuation, unless the Subscribing Reinsurer needs additional
     information from the Company to assess the Company's Statement of Valuation
     or contests such amount.

C.   If the Subscribing Reinsurer needs additional information from the Company
     to assess the Company's Statement of Valuation or contests the amount
     requested, the Subscribing Reinsurer shall so notify the Company within 15
     calendar days of receipt of the Company's Statement of Valuation. The
     Company shall supply any reasonably requested information to the
     Subscribing Reinsurer within 15 calendar days of receipt of the
     notification. Within 30 calendar days of the date of the notification or of
     the receipt of the information, whichever is later, the Subscribing
     Reinsurer shall provide the Company with its Statement of Valuation of the
     outstanding claim or claims as of the last day of the month immediately
     preceding the month in which the Company elects to require commutation, as
     determined by the Subscribing Reinsurer. Such Statement of Valuation shall
     include the elements considered reasonable to establish the excess loss and
     shall set forth or attach the information relied upon by the Subscribing
     Reinsurer and the methodology employed to calculate the excess loss.

D.   In the event the Subscribing Reinsurer's Statement of Valuation of the
     outstanding claim or claims is viewed as unacceptable to the Company, the
     Company may either abandon the commutation effort, or may seek to settle
     any difference by using an independent actuary agreed to by the parties.

E.   If the parties cannot agree on an acceptable independent actuary within 15
     calendar days of the date of the Subscribing Reinsurer's Statement of
     Valuation, then each party shall appoint an actuary as party arbitrators
     for the limited and sole purpose of selecting an independent actuary. If
     the actuaries cannot agree on an acceptable independent actuary within 15
     calendar days of the date of the Subscribing Reinsurer's Statement of
     Valuation, the Company shall supply the Subscribing Reinsurer with a list
     of at least three proposed independent actuaries, and the Subscribing
     Reinsurer shall select the independent actuary from that list.


                                     Page 13

<PAGE>

F.   Upon selection of the independent actuary, both parties shall present their
     respective written submissions to the independent actuary. The independent
     actuary may, at his or her discretion, request additional information. The
     independent actuary shall issue his or her decision within 45 calendar days
     after the written submissions have been filed and any additional
     information has been provided.

G.   The decision of the independent actuary shall be final and binding. The
     expense of the independent actuary shall be equally divided between the two
     parties. For the purposes of this Article, unless mutually agreed
     otherwise, an "independent actuary" shall be an actuary who satisfies each
     of the following criteria:

     1.   Is regularly engaged in the valuation of claims resulting from lines
          of business subject to this Contract; and

     2.   Is either a Fellow of the Casualty Actuarial Society or of the
          American Academy of Actuaries; and

     3.   Is disinterested and impartial regarding this commutation.

H.   Notwithstanding paragraphs A, B and C above, in the event that the
     Subscribing Reinsurer no longer meets the conditions set forth in
     subparagraph 1 or 2 in paragraph A above, this commutation may continue on
     a mutually agreed basis.

I.   Payment by the Subscribing Reinsurer of the amount requested in accordance
     with paragraph B, C or F above, shall release the Subscribing Reinsurer
     from all further liability for outstanding claim or claims, known or
     unknown, under this Contract, which shall release the Company from all
     further liability for payments of salvage or subrogation amounts, known or
     unknown, to the Subscribing Reinsurer under this Contract.

J.   In the event of any conflict between this Article and any other Article of
     this Contract, the terms of this Article shall control.

K.   This Article shall survive the termination of this Contract.

ARTICLE XIII - SALVAGE AND SUBROGATION

The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or
recovery made by the Company, less the actual cost, excluding salaries of
officials and employees of the Company and sums paid to attorneys as retainer,
of obtaining such reimbursement or making such recovery) or subrogation on
account of claims and settlements involving reinsurance hereunder. Salvage or
subrogation thereon shall always be used to reimburse the excess carriers in the
reverse order of their priority according to their participation before being
used in any way to reimburse the Company for its primary loss. The Company
hereby agrees to enforce its rights to salvage or subrogation where it is
economically reasonable in the judgment of the Company, relating to any loss, a
part of which loss was sustained by the Reinsurer, and to prosecute all claims
arising out of such rights.


                                     Page 14

<PAGE>

ARTICLE XIV - FEDERAL TERRORISM COVERAGE

A.   Any loss reimbursement the Company receives from the United States
     Government under the Terrorism Risk Insurance Act of 2002, as amended by
     the Terrorism Risk Insurance Extension Act of 2005 (together the "Terrorism
     Act") as a result of occurrences commencing during the contract year shall
     inure to the benefit of this Contract in the proportion that the Company's
     insured losses (as defined in the Terrorism Act) in that occurrence under
     policies reinsured under this Contract bear to the Company's total insured
     losses in that occurrence.

B.   If a loss reimbursement received by the Company under the Terrorism Act is
     based on the Company's insured losses in more than one occurrence and the
     United States Government does not designate the amount allocable to each
     occurrence, the reimbursement shall be prorated in the proportion that the
     Company's insured losses in each occurrence bear to the Company's total
     insured losses arising out of all occurrences to which the recovery
     applies.

ARTICLE XV - REINSURANCE PREMIUM

A.   As premium for the reinsurance provided hereunder during each contract year
     (except the runoff contract year, if any), the Company shall pay the
     Reinsurer 0.114% of its net earned premium for the contract year, subject
     to an annual minimum premium of $302,400 (or a pro rata portion thereof if
     this Contract is terminated in accordance with paragraph C of the
     Commencement and Termination Article).

B.   The Company shall pay the Reinsurer an annual deposit premium of $378,000
     in four equal installments of $94,500 on January 1, April 1, July 1 and
     October 1 of each contract year (except the runoff contract year, if any).
     However, in the event this Contract is terminated in accordance with
     paragraph C of the Commencement and Termination Article, no deposit premium
     shall be due after the effective date of termination (except as provided in
     paragraph D below).

C.   Within 60 days after the end of each contract year (and 60 days after the
     end of the runoff contract year, if any), the Company shall provide a
     report to the Reinsurer setting forth the premium due hereunder for the
     contract year, computed in accordance with paragraph A, and any additional
     premium due the Reinsurer or return premium due the Company shall be
     remitted promptly.

D.   In the event this Contract is terminated on a runoff basis, the reinsurance
     premium for the runoff contract year shall be calculated by multiplying the
     unearned portion of premium in force at the effective date of termination
     by 0.114%, and paid semi-annually, and no minimum premium shall apply.

E.   "Net earned premium" as used herein is defined as the Company's gross
     earned premium collected on the classes of business subject to this
     Contract, less only the earned portion of premiums, if any, ceded by the
     Company for reinsurance which inures to the benefit of this Contract and
     less dividends incurred.


                                     Page 15
<PAGE>

ARTICLE XVI - LATE PAYMENTS

A.   The provisions of this Article shall not be implemented unless specifically
     invoked, in writing, by one of the parties to this Contract.

B.   In the event any premium, loss or other payment due either party is not
     received by the intermediary named in the Intermediary Article (BRMA 23A)
     (hereinafter referred to as the "Intermediary") by the payment due date,
     the party to whom payment is due, may, by notifying the Intermediary in
     writing, require the debtor party to pay, and the debtor party agrees to
     pay, an interest penalty on the amount past due calculated for each such
     payment on the last business day of each month as follows:

     1.   The number of full days which have expired since the due date or the
          last monthly calculation, whichever the lesser; times

     2.   1/365ths of the sum of 400 basis points plus the six-month United
          States Treasury Bill rate as quoted in The Wall Street Journal on the
          first business day of the month for which the calculation is made;
          times

     3.   The amount past due, including accrued interest.

     It is agreed that interest shall accumulate until payment of the original
     amount due plus interest penalties have been received by the Intermediary.

C.   The establishment of the due date shall, for purposes of this Article, be
     determined as follows:

     1.   As respects the payment of routine deposits and premiums due the
          Reinsurer, the due date shall be as provided for in the applicable
          section of this Contract. In the event a due date is not specifically
          stated for a given payment, it shall be deemed due 30 days after the
          date of transmittal by the Intermediary of the initial billing for
          each such payment.

     2.   Any claim or loss payment due the Company hereunder shall be deemed
          due 45 days after the proof of loss or demand for payment is
          transmitted to the Reinsurer. If such loss or claim payment is not
          received within the 45 days, interest will accrue on the payment or
          amount overdue in accordance with paragraph B above, from the date the
          proof of loss or demand for payment was transmitted to the Reinsurer.

     3.   As respects any payment, adjustment or return due either party not
          otherwise provided for in subparagraphs 1 and 2 of paragraph C above,
          the due date shall be as provided for in the applicable section of
          this Contract. In the event a due date is not specifically stated for
          a given payment, it shall be deemed due 14 days following transmittal
          of written notification that the provisions of this Article have been
          invoked.

     For purposes of interest calculations only, amounts due hereunder shall be
     deemed paid upon receipt by the Intermediary.


                                     Page 16

<PAGE>

D.   Nothing herein shall be construed as limiting or prohibiting a Subscribing
     Reinsurer from contesting the validity of any claim, or from participating
     in the defense of any claim or suit, or prohibiting either party from
     contesting the validity of any payment or from initiating any arbitration
     or other proceeding in accordance with the provisions of this Contract. If
     the debtor party prevails in an arbitration or other proceeding, then any
     interest penalties due hereunder on the amount in dispute shall be null and
     void. If the debtor party loses in such proceeding, then the interest
     penalty on the amount determined to be due hereunder shall be calculated in
     accordance with the provisions set forth above unless otherwise determined
     by such proceedings. If the debtor party advances payment of any amount it
     is contesting, and proves to be correct in its contestation, either in
     whole or in part, the other party shall reimburse the debtor party for any
     such excess payment made plus interest on the excess amount calculated in
     accordance with this Article.

E.   Interest penalties arising out of the application of this Article that are
     $100 or less from any party shall be waived unless there is a pattern of
     late payments consisting of three or more items over the course of any
     12-month period.

ARTICLE XVII - OFFSET (BRMA 36A)

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Contract or any other contract heretofore or
hereafter entered into between the Company and the Reinsurer, whether acting as
assuming reinsurer or ceding company. This provision shall not be affected by
the insolvency of either party to this Contract.

ARTICLE XVIII - ACCESS TO RECORDS (BRMA 1D)

The Reinsurer or its designated representatives shall have access at any
reasonable time to all records of the Company which pertain in any way to this
reinsurance.

ARTICLE XIX - LIABILITY OF THE REINSURER

A.   The liability of the Reinsurer shall follow that of the Company in every
     case and be subject in all respects to all the general and specific
     stipulations, clauses, waivers and modifications of the Company's policies
     and any endorsements thereon.

B.   Nothing herein shall in any manner create any obligations or establish any
     rights against the Reinsurer in favor of any third party or any persons not
     parties to this Contract.

ARTICLE XX - NET RETAINED LINES (BRMA 32E)

A.   This Contract applies only to that portion of any policy which the Company
     retains net for its own account (prior to deduction of any underlying
     reinsurance specifically permitted in this Contract), and in calculating
     the amount of any loss hereunder and also in computing the amount or
     amounts in excess of which this Contract attaches, only loss or losses in
     respect


                                     Page 17

<PAGE>

     of that portion of any policy which the Company retains net for its own
     account shall be included.

B.   The amount of the Reinsurer's liability hereunder in respect of any loss or
     losses shall not be increased by reason of the inability of the Company to
     collect from any other reinsurer(s), whether specific or general, any
     amounts which may have become due from such reinsurer(s), whether such
     inability arises from the insolvency of such other reinsurer(s) or
     otherwise.

ARTICLE XXI - ERRORS AND OMISSIONS

Except as provided in the Sunset Article, inadvertent delays, errors or
omissions made in connection with this Contract or any transaction hereunder
shall not relieve either party from any liability which would have attached had
such delay, error or omission not occurred, provided always that such error or
omission is rectified as soon as possible after discovery.

ARTICLE XXII - CURRENCY (BRMA 12A)

A.   Whenever the word "Dollars" or the "$" sign appears in this Contract, they
     shall be construed to mean United States Dollars and all transactions under
     this Contract shall be in United States Dollars.

B.   Amounts paid or received by the Company in any other currency shall be
     converted to United States Dollars at the rate of exchange at the date such
     transaction is entered on the books of the Company.

ARTICLE XXIII - TAXES (BRMA 50B)

In consideration of the terms under which this Contract is issued, the Company
will not claim a deduction in respect of the premium hereon when making tax
returns, other than income or profits tax returns, to any state or territory of
the United States of America or the District of Columbia.

ARTICLE XXIV - FEDERAL EXCISE TAX

A.   The Reinsurer has agreed to allow for the purpose of paying the Federal
     Excise Tax the applicable percentage of the premium payable hereon (as
     imposed under Section 4371 of the Internal Revenue Code) to the extent such
     premium is subject to the Federal Excise Tax.

B.   In the event of any return of premium becoming due hereunder the Reinsurer
     will deduct the applicable percentage from the return premium payable
     hereon and the Company or its agent should take steps to recover the tax
     from the United States Government.


                                     Page 18

<PAGE>

ARTICLE XXV - RESERVES AND LETTERS OF CREDIT

[Applies only to a reinsurer which does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company's reserves,
which is or becomes rated "B++" or lower by A.M. Best (inclusive of "Not Rated"
ratings) and/or Standard & Poor's rating is or becomes "BBB+" or lower
(inclusive of "Not Rated" ratings).]

A.   As regards policies or bonds issued by the Company coming within the scope
     of this Contract, the Company agrees that when it shall file with the
     insurance regulatory authority or set up on its books reserves for losses
     covered hereunder which it shall be required by law to set up, it will
     forward to the Reinsurer a statement showing the proportion of such
     reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees
     to fund such reserves in respect of known outstanding losses that have been
     reported to the Reinsurer and allocated loss adjustment expense relating
     thereto, losses and allocated loss adjustment expense paid by the Company
     but not recovered from the Reinsurer, plus reserves for losses incurred but
     not reported, as shown in the statement prepared by the Company
     (hereinafter referred to as "Reinsurer's Obligations") by funds withheld,
     cash advances or a Letter of Credit. The Reinsurer shall have the option of
     determining the method of funding provided it is acceptable to the
     insurance regulatory authorities having jurisdiction over the Company's
     reserves with regards to unauthorized reinsurers; or, should the Reinsurer
     be downgraded, the method of funding shall be mutually agreed.

B.   When funding by a Letter of Credit, the Reinsurer agrees to apply for and
     secure timely delivery to the Company of a clean, irrevocable and
     unconditional Letter of Credit issued by a bank meeting the NAIC Securities
     Valuation Office credit standards for issuers of Letters of Credit and
     containing provisions acceptable to the insurance regulatory authorities
     having jurisdiction over the Company's reserves in an amount equal to the
     Reinsurer's proportion of said reserves. Such Letter of Credit shall be
     issued for a period of not less than one year, and shall contain an
     "evergreen" clause, which automatically extends the term for one year from
     its date of expiration or any future expiration date unless 30 days (60
     days where required by insurance regulatory authorities) prior to any
     expiration date the issuing bank shall notify the Company by certified or
     registered mail that the issuing bank elects not to consider the Letter of
     Credit extended for any additional period.

C.   The Reinsurer and Company agree that the Letters of Credit provided by the
     Reinsurer pursuant to the provisions of this Contract may be drawn upon at
     any time, notwithstanding any other provision of this Contract, and be
     utilized by the Company or any successor, by operation of law, of the
     Company including, without limitation, any liquidator, rehabilitator,
     receiver or conservator of the Company for the following purposes, unless
     otherwise provided for in a separate Trust Agreement:

     1.   To reimburse the Company for the Reinsurer's Obligations, the payment
          of which is due under the terms of this Contract and which has not
          been otherwise paid;

     2.   To make refund of any sum which is in excess of the actual amount
          required to pay the Reinsurer's Obligations under this Contract, if so
          requested by the Reinsurer;

     3.   To fund an account with the Company for the Reinsurer's Obligations.
          Such cash deposit shall be held in an interest bearing account
          separate from the Company's


                                     Page 19

<PAGE>

          other assets, and interest thereon not in excess of the prime rate
          shall accrue to the benefit of the Reinsurer;

     4.   To pay the Reinsurer's share of any other amounts the Company claims
          are due under this Contract.

     In the event the amount drawn by the Company on any Letter of Credit is in
     excess of the actual amount required for subparagraphs 1 or 3, or in the
     case of subparagraph 4, the actual amount determined to be due, the Company
     shall promptly return to the Reinsurer the excess amount so drawn. All of
     the foregoing shall be applied without diminution because of insolvency on
     the part of the Company or the Reinsurer.

D.   The issuing bank shall have no responsibility whatsoever in connection with
     the propriety of withdrawals made by the Company or the disposition of
     funds withdrawn, except to ensure that withdrawals are made only upon the
     order of properly authorized representatives of the Company.

E.   At annual intervals, or more frequently as agreed but never more frequently
     than quarterly, the Company shall prepare a specific statement of the
     Reinsurer's Obligations, for the sole purpose of amending the Letter of
     Credit, in the following manner:

     1.   If the statement shows that the Reinsurer's Obligations exceed the
          balance of credit as of the statement date, the Reinsurer shall,
          within 30 days after receipt of notice of such excess, secure delivery
          to the Company of an amendment to the Letter of Credit increasing the
          amount of credit by the amount of such difference.

     2.   If, however, the statement shows that the Reinsurer's Obligations are
          less than the balance of credit as of the statement date, the Company
          shall, within 30 days after receipt of written request from the
          Reinsurer, release such excess credit by agreeing to secure an
          amendment to the Letter of Credit reducing the amount of credit
          available by the amount of such excess credit.

ARTICLE XXVI - INSOLVENCY

A.   In the event of the insolvency of one or more of the reinsured companies,
     this reinsurance shall be payable directly to the company or to its
     liquidator, receiver, conservator or statutory successor on the basis of
     the liability of the company without diminution because of the insolvency
     of the company or because the liquidator, receiver, conservator or
     statutory successor of the company has failed to pay all or a portion of
     any claim. It is agreed, however, that the liquidator, receiver,
     conservator or statutory successor of the company shall give written notice
     to the Reinsurer of the pendency of a claim against the company indicating
     the policy or bond reinsured which claim would involve a possible liability
     on the part of the Reinsurer within a reasonable time after such claim is
     filed in the conservation or liquidation proceeding or in the receivership,
     and that during the pendency of such claim, the Reinsurer may investigate
     such claim and interpose, at its own expense, in the proceeding where such
     claim is to be adjudicated, any defense or defenses that it may deem
     available to the company or its liquidator, receiver, conservator or
     statutory successor. The expense thus incurred by the Reinsurer shall be
     chargeable, subject to the


                                     Page 20

<PAGE>

     approval of the Court, against the company as part of the expense of
     conservation or liquidation to the extent of a pro rata share of the
     benefit which may accrue to the company solely as a result of the defense
     undertaken by the Reinsurer.

B.   Where two or more reinsurers are involved in the same claim and a majority
     in interest elect to interpose defense to such claim, the expense shall be
     apportioned in accordance with the terms of this Contract as though such
     expense had been incurred by the company.

C.   It is further understood and agreed that, in the event of the insolvency of
     one or more of the reinsured companies, the reinsurance under this Contract
     shall be payable directly by the Reinsurer to the company or to its
     liquidator, receiver or statutory successor, except as provided by Section
     4118(a) of the New York Insurance Law or except (1) where this Contract
     specifically provides another payee of such reinsurance in the event of the
     insolvency of the company or (2) where the Reinsurer with the consent of
     the direct insured or insureds has assumed such policy obligations of the
     company as direct obligations of the Reinsurer to the payees under such
     policies and in substitution for the obligations of the company to such
     payees.

ARTICLE XXVII - ARBITRATION (BRMA 6J)

A.   As a condition precedent to any right of action hereunder, in the event of
     any dispute or difference of opinion hereafter arising with respect to this
     Contract, it is hereby mutually agreed that such dispute or difference of
     opinion shall be submitted to arbitration. One Arbiter shall be chosen by
     the Company, the other by the Reinsurer, and an Umpire shall be chosen by
     the two Arbiters before they enter upon arbitration, all of whom shall be
     active or retired disinterested executive officers of insurance or
     reinsurance companies or Lloyd's London Underwriters. In the event that
     either party should fail to choose an Arbiter within 30 days following a
     written request by the other party to do so, the requesting party may
     choose two Arbiters who shall in turn choose an Umpire before entering upon
     arbitration. If the two Arbiters fail to agree upon the selection of an
     Umpire within 30 days following their appointment, each Arbiter shall
     nominate three candidates within 10 days thereafter, two of whom the other
     shall decline, and the decision shall be made by drawing lots.

B.   Each party shall present its case to the Arbiters within 30 days following
     the date of appointment of the Umpire. The Arbiters shall consider this
     Contract as an honorable engagement rather than merely as a legal
     obligation and they are relieved of all judicial formalities and may
     abstain from following the strict rules of law. The decision of the
     Arbiters shall be final and binding on both parties; but failing to agree,
     they shall call in the Umpire and the decision of the majority shall be
     final and binding upon both parties. Judgment upon the final decision of
     the Arbiters may be entered in any court of competent jurisdiction.

C.   If more than one reinsurer is involved in the same dispute, all such
     reinsurers shall constitute and act as one party for purposes of this
     Article and communications shall be made by the Company to each of the
     reinsurers constituting one party, provided, however, that nothing herein
     shall impair the rights of such reinsurers to assert several, rather than
     joint, defenses or claims, nor be construed as changing the liability of
     the reinsurers participating under the terms of this Contract from several
     to joint.


                                     Page 21

<PAGE>

D.   Each party shall bear the expense of its own Arbiter, and shall jointly and
     equally bear with the other the expense of the Umpire and of the
     arbitration. In the event that the two Arbiters are chosen by one party, as
     above provided, the expense of the Arbiters, the Umpire and the arbitration
     shall be equally divided between the two parties.

E.   Any arbitration proceedings shall take place at a location mutually agreed
     upon by the parties to this Contract, but notwithstanding the location of
     the arbitration, all proceedings pursuant hereto shall be governed by the
     law of the state in which the Company has its principal office.

ARTICLE XXVIII - SERVICE OF SUIT (BRMA 49C)

(Applicable if the Reinsurer is not domiciled in the United States of America,
and/or is not authorized in any State, Territory or District of the United
States where authorization is required by insurance regulatory authorities)

A.   It is agreed that in the event the Reinsurer fails to pay any amount
     claimed to be due hereunder, the Reinsurer, at the request of the Company,
     will submit to the jurisdiction of a court of competent jurisdiction within
     the United States. Nothing in this Article constitutes or should be
     understood to constitute a waiver of the Reinsurer's rights to commence an
     action in any court of competent jurisdiction in the United States, to
     remove an action to a United States District Court, or to seek a transfer
     of a case to another court as permitted by the laws of the United States or
     of any state in the United States.

B.   Further, pursuant to any statute of any state, territory or district of the
     United States which makes provision therefor, the Reinsurer hereby
     designates the party named in its Interests and Liabilities Agreement, or
     if no party is named therein, the Superintendent, Commissioner or Director
     of Insurance or other officer specified for that purpose in the statute, or
     his successor or successors in office, as its true and lawful attorney upon
     whom may be served any lawful process in any action, suit or proceeding
     instituted by or on behalf of the Company or any beneficiary hereunder
     arising out of this Contract.

ARTICLE XXIX - ENTIRE AGREEMENT

This written Contract constitutes the entire agreement between the parties
hereto with respect to the business being reinsured hereunder, and there are no
understandings between the parties hereto other than as expressed in this
Contract. Any change or modification to this Contract will be made by amendment
to this Contract and signed by the parties.

ARTICLE XXX - GOVERNING LAW (BRMA 71B)

This Contract shall be governed by and construed in accordance with the laws of
the State of Louisiana.


                                     Page 22

<PAGE>

ARTICLE XXXI - AGENCY AGREEMENT

If more than one reinsured company is named as a party to this Contract, the
first named company shall be deemed the agent of the other reinsured companies
for purposes of sending or receiving notices required by the terms and
conditions of this Contract, and for purposes of remitting or receiving any
monies due any party.

ARTICLE XXXII - INTERMEDIARY (BRMA 23A)

Benfield Inc. is hereby recognized as the Intermediary negotiating this Contract
for all business hereunder. All communications (including but not limited to
notices, statements, premium, return premium, commissions, taxes, losses, loss
adjustment expense, salvages and loss settlements) relating thereto shall be
transmitted to the Company or the Reinsurer through Benfield Inc. Payments by
the Company to the Intermediary shall be deemed to constitute payment to the
Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to
constitute payment to the Company only to the extent that such payments are
actually received by the Company.

IN WITNESS WHEREOF, the Company by its duly authorized representative has
executed this Contract as of the date undermentioned at:

DeRidder, Louisiana, this 15th day of January in the year 2007.

                          /s/ Allan E. Farr
                          ----------------------------------------
                          American Interstate Insurance Company
                          American Interstate Insurance Company of Texas
                          Silver Oak Casualty, Inc.


                                     Page 23

<PAGE>

      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE (U.S.A.)
       (Approved by Lloyd's Underwriters' Fire and Non-Marine Association)

(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

(2)  Without in any way restricting the operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all the original policies of the Reassured (new, renewal and
     replacement) of the classes specified in Clause II of this paragraph (2)
     from the time specified in Clause III in this paragraph (2) shall be deemed
     to include the following provision (specified as the Limited Exclusion
     Provision):

     LIMITED EXCLUSION PROVISION.*

     I.   It is agreed that the policy does not apply under any liability
          coverage, to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          with respect to which an insured under the policy is also an insured
          under a nuclear energy liability policy issued by Nuclear Energy
          Liability Insurance Association, Mutual Atomic Energy Liability
          Underwriters or Nuclear Insurance Association of Canada, or would be
          an insured under any such policy but for its termination upon
          exhaustion of its limit of liability.

     II.  Family Automobile Policies (liability only), Special Automobile
          Policies (private passenger automobiles, liability only), Farmers
          Comprehensive Personal Liability Policies (liability only),
          Comprehensive Personal Liability Policies (liability only) or policies
          of a similar nature; and the liability portion of combination forms
          related to the four classes of policies stated above, such as the
          Comprehensive Dwelling Policy and the applicable types of Homeowners
          Policies.

     III. The inception dates and thereafter of all original policies as
          described in II above, whether new, renewal or replacement, being
          policies which either

          (a)  become effective on or after 1st May, 1960, or

          (b)  become effective before that date and contain the Limited
               Exclusion Provision set out above;

               provided this paragraph (2) shall not be applicable to Family
               Automobile Policies, Special Automobile Policies, or policies or
               combination policies of a similar nature, issued by the Reassured
               on New York risks, until 90 days following approval of the
               Limited Exclusion Provision by the Governmental Authority having
               jurisdiction thereof.

(3)  Except for those classes of policies specified in Clause II of paragraph
     (2) and without in any way restricting the operation of paragraph (1) of
     this Clause, it is understood and agreed that for all purposes of this
     reinsurance the original liability policies of the Reassured (new, renewal
     and replacement) affording the following coverages:

          Owners, Landlords and Tenants Liability, Contractual Liability,
          Elevator Liability, Owners or Contractors (including railroad)
          Protective Liability, Manufacturers and Contractors Liability, Product
          Liability, Professional and Malpractice Liability, Storekeepers
          Liability, Garage Liability, Automobile Liability (including
          Massachusetts Motor Vehicle or Garage Liability)

     shall be deemed to include, with respect to such coverages, from the time
     specified in Clause V of this paragraph (3), the following provision
     (specified as the Broad Exclusion Provision):

     BROAD EXCLUSION PROVISION.*

     It is agreed that the policy does not apply:

     I.   Under any Liability Coverage to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          (a)  with respect to which an insured under the policy is also an
               insured under a nuclear energy liability policy issued by Nuclear
               Energy Liability Insurance Association, Mutual Atomic Energy
               Liability Underwriters or Nuclear Insurance Association of
               Canada, or would be an insured under any such policy but for its
               termination upon exhaustion of its limit of liability; or

          (b)  resulting from the hazardous properties of nuclear material and
               with respect to which (1) any person or organization is required
               to maintain financial protection pursuant to the Atomic Energy
               Act of 1954, or any law amendatory thereof, or (2) the insured
               is, or had this policy not been issued would be, entitled to
               indemnity from the United States of America, or any agency
               thereof, under any agreement entered into by the United States of
               America, or any agency thereof, with any person or organization.

     II.  Under any Medical Payments Coverage, or under any Supplementary
          Payments Provision relating to

<PAGE>



               (immediate medical or surgical relief

               (first aid,

          to expenses incurred with respect to

               (bodily injury, sickness, disease or death

               (bodily injury

          resulting from the hazardous properties of nuclear material and
          arising out of the operation of a nuclear facility by any person or
          organization.

     III. Under any Liability Coverage to

               (injury, sickness, disease, death or destruction

               (bodily injury or property damage

          resulting from the hazardous properties of nuclear material, if

          (a)  the nuclear material (1) is at any nuclear facility owned by, or
               operated by or on behalf of, an insured or (2) has been
               discharged or dispersed therefrom;

          (b)  the nuclear material is contained in spent fuel or waste at any
               time possessed, handled, used, processed, stored, transported or
               disposed of by or on behalf of an insured; or

          (c)  the

                    (injury, sickness, disease, death or destruction

                    (bodily injury or property damage

               arises out of the furnishing by an insured of services,
               materials, parts or equipment in connection with the planning,
               construction, maintenance, operation or use of any nuclear
               facility, but if such facility is located within the United
               States of America, its territories, or possessions or Canada,
               this exclusion (c) applies only to

                    (injury to or destruction of property at such nuclear
                    facility

                    (property damage to such nuclear facility and any property
                    thereat.

     IV.  As used in this endorsement:

          "hazardous properties" include radioactive, toxic or explosive
          properties; "nuclear material" means source material, special nuclear
          material or byproduct material; "source material", "special nuclear
          material", and "byproduct material" have the meanings given them in
          the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent
          fuel" means any fuel element or fuel component, solid or liquid, which
          has been used or exposed to radiation in a nuclear reactor; "waste"
          means any waste material (1) containing byproduct material and (2)
          resulting from the operation by any person or organization of any
          nuclear facility included within the definition of nuclear facility
          under paragraph (a) or (b) thereof; "nuclear facility" means

          (a)  any nuclear reactor,

          (b)  any equipment or device designed or used for (1) separating the
               isotopes of uranium or plutonium, (2) processing or utilizing
               spent fuel, or (3) handling processing or packaging waste,

          (c)  any equipment or device used for the processing, fabricating or
               alloying of special nuclear material if at any time the total
               amount of such material in the custody of the insured at the
               premises where such equipment or device is located consists of or
               contains more than 25 grams of plutonium or uranium 233 or any
               combination thereof, or more than 250 grams of uranium 235,

          (d)  any structure, basin, excavation, premises or place prepared or
               used for the storage or disposal of waste, and includes the site
               on which any of the foregoing is located, all operations
               conducted on such site and all premises used for such operations;
               "nuclear reactor" means any apparatus designed or used to sustain
               nuclear fission in a self-supporting chain reaction or to contain
               a critical mass of fissionable material;

                    (With respect to injury to or destruction of property, the
                    word "injury" or "destruction,"

                    ("property damage" includes all forms of radioactive
                    contamination of property,

                    (includes all forms of radioactive contamination of
                    property.

     V.   The inception dates and thereafter of all original policies affording
          coverages specified in this paragraph (3), whether new, renewal or
          replacement, being policies which become effective on or after 1st
          May, 1960, provided this paragraph (3) shall not be applicable to

               (i)  Garage and Automobile Policies issued by the Reassured on
                    New York risks, or

               (ii) statutory liability insurance required under Chapter 90,
                    General Laws of Massachusetts, until 90 days following
                    approval of the Broad Exclusion Provision by the
                    Governmental Authority having jurisdiction thereof.

(4)  Without in any way restricting the operation of paragraph (1) of this
     Clause, it is understood and agreed that paragraphs (2) and (3) above are
     not applicable to original liability policies of the Reassured in Canada
     and that with respect to such policies this Clause shall be deemed to
     include the Nuclear Energy Liability Exclusion Provisions adopted by the
     Canadian Underwriters' Association or the Independent Insurance Conference
     of Canada.

- ----------
*    NOTE. The words printed in italics in the Limited Exclusion Provision and
     in the Broad Exclusion Provision shall apply only in relation to original
     liability policies which include a Limited Exclusion Provision or a Broad
     Exclusion Provision containing those words.

<PAGE>

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<TABLE>
<CAPTION>
                           REINSURERS                              PARTICIPATIONS
                           ----------                              --------------
<S>                                                                <C>
Allied World Assurance Company Ltd.                                     50.0%
Arch Reinsurance Company                                                10.0
Chaucer Underwriting A/S
   (for and on behalf of Chaucer Syndicates Limited 1084 & 1301)        30.0
Danish Re Underwriting Agencies ApS
   (for and on behalf of BRIT Insurance Limited)                         2.5
Danish Re Underwriting Agencies ApS
   (for Danish Re Syndicate 1400)                                        7.5
                                                                       -----
TOTAL                                                                  100.0%
                                                                       =====
</TABLE>
<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                       Allied World Assurance Company Ltd.
                                Hamilton, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 50.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hamilton, Bermuda, this 25th day of January in the year 2007.

                        /s/ Tracey Gibbons.
                        ------------------------------------------------
                        Allied World Assurance Company Ltd.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            Arch Reinsurance Company
                             A Nebraska Corporation
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 10.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Morristown, New Jersey, this 25th day of January in the year 2007.

                             /s/ Thomas G. Devine
                             ---------------------------------
                             Arch Reinsurance Company

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            Danish Re Syndicate 1400
                                 London, England
                                     through
                       Danish Re Underwriting Agencies ApS
                               Copenhagen, Denmark
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 7.5% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Copenhagen, Denmark, this 5th day of March in the year 2007.

                          /s/ Per Ever Hansen
                          -------------------------------------------------
                          Danish Re Underwriting Agencies ApS
                          (for and on behalf of Danish Re Syndicate 1400)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                             BRIT Insurance Limited
                                 London, England
                                     through
                       Danish Re Underwriting Agencies ApS
                               Copenhagen, Denmark
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 2.5% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Copenhagen, Denmark, this 5th day of March in the year 2007.

                          /s/ Per Ever Hansen
                          ----------------------------------------------
                          Danish Re Underwriting Agencies ApS
                          (for and on behalf of BRIT Insurance Limited)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                     Chaucer Syndicates Limited 1084 & 1301
                                 London, England
                                     through
                            Chaucer Underwriting A/S
                               Copenhagen, Denmark
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                    THIRD CASUALTY CATASTROPHE EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2007

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 30.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2007, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Copenhagen, Denmark, this 27th day of March in the year 2007.

                          /s/ Torsten Brobang
                          ------------------------------------------------------
                          Chaucer Underwriting A/S
                          (for and on behalf of Chaucer Syndicates Limited 1084
                          & 1301)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>d48774exv31w1.htm
<DESCRIPTION>CERTIFICATION OF C. ALLEN BRADLEY, JR. PURSUANT TO SECTION 302
<TEXT>
<HTML>
<HEAD>
<TITLE>exv31w1</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="right" style="font-size: 10pt; margin-top: 18pt"><B> Exhibit 31.1</B></div>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CERTIFICATIONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I, C. Allen Bradley, Jr., certify that:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;I have reviewed this quarterly report on Form 10-Q of AMERISAFE, Inc.;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The registrant&#146;s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules&nbsp;13a-15(e) and
15d-15(e)) for the registrant and have:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this
report is being prepared;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Evaluated the effectiveness of the registrant&#146;s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Disclosed in this report any change in the registrant&#146;s internal control over
financial reporting that occurred during the registrant&#146;s most recent fiscal quarter (the
registrant&#146;s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant&#146;s internal control
over financial reporting; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;The registrant&#146;s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant&#146;s auditors and the audit
committee of the registrant&#146;s board of directors (or persons performing the equivalent functions):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrant&#146;s ability to record, process, summarize and report financial information; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant&#146;s internal control over financial reporting.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date:  August 7, 2007&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ C. Allen Bradley, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">C. Allen Bradley, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD nowrap colspan="3" align="left">Chairman, President and Chief Executive Officer<BR>
(Principal Executive Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

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<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>7
<FILENAME>d48774exv31w2.htm
<DESCRIPTION>CERTIFICATION OF GEOFFREY R. BANTA PURSUANT TO SECTION 302
<TEXT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="right" style="font-size: 10pt; margin-top: 18pt"><B> Exhibit 31.2</B></div>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CERTIFICATIONS</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I, Geoffrey R. Banta, certify that:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;I have reviewed this quarterly report on Form 10-Q of AMERISAFE, Inc.;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The registrant&#146;s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules&nbsp;13a-15(e) and
15d-15(e)) for the registrant and have:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this
report is being prepared;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Evaluated the effectiveness of the registrant&#146;s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Disclosed in this report any change in the registrant&#146;s internal control over
financial reporting that occurred during the registrant&#146;s most recent fiscal quarter (the
registrant&#146;s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant&#146;s internal control
over financial reporting; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;The registrant&#146;s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant&#146;s auditors and the audit
committee of the registrant&#146;s board of directors (or persons performing the equivalent functions):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrant&#146;s ability to record, process, summarize and report financial information; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant&#146;s internal control over financial reporting.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date:  August 7, 2007&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Geoffrey R. Banta
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Geoffrey R. Banta&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD nowrap colspan="3" align="left">Executive Vice President and Chief Financial Officer<BR>
(Principal Financial Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>8
<FILENAME>d48774exv32w1.htm
<DESCRIPTION>CERTIFICATION OF C. ALLEN BRADLEY, JR. AND GEOFFREY R. BANTA PURSUANT TO SECTION 906
<TEXT>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="right" style="font-size: 10pt; margin-top: 18pt"><B> Exhibit 32.1</B></div>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CERTIFICATION PURSUANT TO 18 U.S.C. &#167; 1350,<BR>
AS ADOPTED PURSUANT TO &#167; 906<BR>
OF THE SARBANES-OXLEY ACT OF 2002</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the filing of the Quarterly Report on Form 10-Q of AMERISAFE, Inc., a Texas
corporation (the &#148;Company&#148;), for the quarter ended June&nbsp;30, 2007, as filed with the Securities
and Exchange Commission on the date hereof (the &#147;Report&#148;), each of the undersigned officers of the
Company certifies, pursuant to 18 U.S.C. &#167; 1350, as adopted pursuant to &#167; 906 of the Sarbanes-Oxley
Act of 2002, that, to such officer&#146;s knowledge:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company as of the dates and for the periods
expressed in the Report.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date:  August 7, 2007&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ C. Allen Bradley, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">C. Allen Bradley, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD nowrap colspan="3" align="left">Chairman, President and Chief Executive Officer<BR>
(Principal Executive Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">                                          /s/ Geoffrey R. Banta
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Geoffrey R. Banta&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD nowrap colspan="3" align="left">Executive Vice President and Chief Financial Officer<BR>
(Principal Financial Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing certification is being furnished solely pursuant to 18 U.S.C. &#167; 1350 and is not
being filed as part of the Report or as a separate disclosure document.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
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