10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

þ	Quarterly Report Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended September 30, 2010
	or
¨	Transition Report Pursuant to Sections 13 or 15(d) of the Securities and Exchange Act of 1934 For the transition period from __________ to __________
Commission File Number 001-31434

AMERICAN PHYSICIANS SERVICE GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas	75-1458323
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer Identification No.)

1301 S. Capital of Texas Highway, Suite C-300, Austin, Texas  78746

(Address of principal executive offices)(Zip Code)

(512) 328-0888

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ   No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes o   No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨                                                                                        Accelerated filer þ
Non-accelerated filer ¨ (Do not check if a smaller reporting company)                 Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨   No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of Each Class Common Stock, $.10 par value	Number of Shares Outstanding At November 1, 2010 6,827,481

AMERICAN PHYSICIANS SERVICE GROUP, INC.

Table of Contents to Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2010

		Page
	Part I Financial Information
Item 1.	Financial Statements	3
	Unaudited Consolidated Balance Sheets as of  September 30, 2010 and December 31, 2009	3
	Unaudited Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2010 and 2009	5
	Unaudited Consolidated Statement of Shareholders' Equity and Comprehensive Income for the Nine Months ended September 30, 2010 and 2009	7
	Unaudited Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2010 and 2009	9
	Notes to the Unaudited Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	44
	Part II Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	(Removed and Reserved)	46
Item 5.	Other Information	46
Item 6.	Exhibits	46

2

PART 1
FINANCIAL INFORMATION
AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)	September 30,		December 31,
	2010		2009
Assets	(Unaudited)
Investments:
Fixed maturities available for sale, at fair value	$	241,112	$	226,583
Equity securities available for sale, at fair value		10,835		12,944
Other invested assets		1,590		1,534
Total investments		253,537		241,061
Cash and cash equivalents		15,330		18,277
Accrued investment income		1,824		1,700
Premiums receivable		16,817		15,678
Reinsurance recoverables on paid and unpaid loss and loss adjustment expenses		6,416		8,897
Other amounts receivable under reinsurance contracts		-		785
Deferred policy acquisition costs		2,426		2,335
Income tax receivable		4,178		623
Deferred tax assets		3,117		6,015
Property and equipment, net		378		406
Intangible assets		2,527		2,563
Other assets		1,320		1,432
Total assets	$	307,870	$	299,772

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

3

AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
	September 30,		December 31,
	2010		2009
Liabilities	(Unaudited)
Reserve for loss and loss adjustment expense	$	85,842	$	88,668
Unearned premiums		38,385		36,341
Reinsurance premiums payable		29		30
Funds held under reinsurance treaties		2,410		2,379
Trade payables		2,116		94
Accrued expenses and other liabilities		5,255		6,371
Mandatorily redeemable preferred stock		-		6,679
Total liabilities		134,037		140,562
Commitments and contingencies
Shareholders' Equity
Common stock, $0.10 par value, 20,000,000 shares authorized, 6,827,481 and 6,876,215 issued and outstanding at September 30, 2010 and December 31, 2009		683		688
Additional paid-in capital		81,915		81,784
Accumulated other comprehensive income		7,570		5,345
Retained earnings		83,665		71,393
Total shareholders' equity		173,833		159,210
Total liabilities & shareholders' equity	$	307,870	$	299,772

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

4

AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
REVENUES
Gross premiums written	$	17,782	$	21,446	$	50,862	$	53,668
Premiums ceded		(243)		676		(496)		1,339
Change in unearned premiums		(1,397)		(4,527)		(2,044)		(4,130)
Net premiums earned		16,142		17,595		48,322		50,877
Investment income, net of investment expense		2,268		2,351		6,989		7,358
Realized capital gains (losses), net		347		150		526		(352)
Other-than-temporary impairments		(457)		(238)		(557)		(2,245)
Other revenue		33		70		105		172
Total revenues		18,333		19,928		55,385		55,810
EXPENSES
Losses and loss adjustment expenses		4,228		6,421		16,043		19,339
Other underwriting expenses		2,804		3,079		8,541		8,866
Change in deferred policy acquisition costs		(57)		(331)		(91)		(248)
General and administrative expenses		2,864		1,358		5,914		3,788
Total expenses		9,839		10,527		30,407		31,745
Income from continuing operations		8,494		9,401		24,978		24,065
Income tax expense		3,392		3,139		8,981		8,270
Net income from continuing operations		5,102		6,262		15,997		15,795
Net income (loss) from discontinued operations, net of tax		(200)		180		(367)		298
Net income	$	4,902	$	6,442	$	15,630	$	16,093

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

5

AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Net income per common share
Basic:
Income from continuing operations	$	0.75	$	0.91	$	2.35	$	2.28
Income (loss) from discontinued operations		(0.03)		0.02		(0.06)		0.04
Net Income	$	0.72	$	0.93	$	2.29	$	2.32
Diluted:
Income from continuing operations	$	0.74	$	0.90	$	2.30	$	2.23
Income (loss) from discontinued operations		(0.03)		0.02		(0.05)		0.05
Net Income	$	0.71	$	0.92	$	2.25	$	2.28
Basic weighted average shares outstanding		6,782		6,891		6,817		6,936
Diluted weighted average shares outstanding		6,936		6,989		6,950		7,073

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

6

AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
For the Nine Months ended September 30, 2010
(Unaudited)
(In thousands, except share amounts)
										Accumulated
				Additional						Other				Total
	Shares	Common		Paid-In		Retained		Comprehensive		Comprehensive		Treasury		Shareholders'
	Outstanding	Stock		Capital		Earnings		Income		Income		Stock		Equity
Balance December 31, 2009	6,876,215	$	688	$	81,784	$	71,393			$	5,345	$	-	$	159,210
Comprehensive income:
Net income	-		-		-		15,630		15,630		-		-		15,630
Other comprehensive income, net of tax:
Unrealized gain on securities,  (net of reclassification adjustment)	-		-		-		-		2,225		2,225		-		2,225
Comprehensive income:								$	17,855
Stock options expensed	-		-		365		-				-		-		365
Stock options exercised- proceeds	57,000		6		693		-				-		-		699
Stock options exercised- exchanged	14,900		1		198		-				-		-		199
Tax benefit from exercise of stock options	-		-		314		-				-		-		314
Treasury stock purchases	-		-		-		-				-		(2,797)		(2,797)
Cancelled treasury stock - purchased	(111,196)		(11)		(1,327)		(1,219)				-		2,557		-
Cancelled treasury stock - exchanged	(9,438)		(1)		(112)		(127)				-		240		(0)
Dividends paid	-		-		-		(2,011)				-		-		(2,011)
Balance September 30, 2010	6,827,481	$	683	$	81,915	$	83,665			$	7,570	$	-	$	173,833

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

7

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AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (CONTINUED)
For the Nine Months ended September 30, 2009
(Unaudited)
(In thousands, except share amounts)
											Accumulated
				Additional							Other				Total
	Shares	Common		Paid-In		Retained			Comprehensive		Comprehensive		Treasury		Shareholders'
	Outstanding	Stock		Capital		Earnings			Income		Income		Stock		Equity
Balance December 31, 2008	7,014,386	$	701	$	82,329	$	53,067				$	368	$	-	$	136,465
Comprehensive income:
Net income	-		-		-		16,093			16,093		-		-		16,093
Other comprehensive income, net of tax:
Unrealized gain on securities,  (net of reclassification adjustment (Note 15))	-		-		-		-			5,287		5,287		-		5,287
Comprehensive income:								$	21,380					< /TD>
Stock options expensed	-		-		359		-					-		-		359
Stock options exercised- exchanged	119,050		11		1,576		-					-		-		1,587
Tax benefit from exercise of stock options	-		-		206		-					-		-		206
Treasury stock purchases	-		-		-		-					-		(4,997)		(4,997)
Cancelled treasury stock - purchased	(159,406)		(15)		(1,878)		(1,325)					-		3,218		-
Cancelled treasury stock - exchanged	(82,957)		(8)		(979)		(792)					-		1,779		-
Deferred compensation granted	2,300		-		45		-					-		-		45
Dividends paid ($0.30 per share)	-		-		-		(2,028)					-		-		(2,028)
Balance September 30, 2009	6,893,373	$	689	$	81,658	$	65,015				$	5,655	$	-	$	153,017

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

8

AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)	Nine Months Ended September 30,
	2010		2009
Cash flows from operating activities:
Net Income	$	15,630	$	16,093
Adjustments to reconcile net income to cash provided by operating activities:
Amortization and accretion of investments		840		(127)
Depreciation and amortization		317		549
Realized (gains) losses on investments		(526)		357
Other than temporary impairments		557		2,245
Change in deferred acquisition costs		(91)		(248)
Common stock awarded		-		45
Stock options expensed		365		359
Deferred income tax benefit		1,700		994
Excess tax benefits from stock-based compensation		(314)		(206)
Other non-cash items		-		(13)
Changes in operating assets and liabilities,
Premium receivables, net		(1,139)		(2,249)
Other amounts receivable under reinsurance contracts		785		1,310
Reinsurance recoverables on unpaid and paid loss expenses		2,481		3,943
Funds held under reinsurance treaties		31		(723)
Reserve for losses and loss adjustment expenses		(2,826)		(748)
Unearned premiums		2,044		4,131
Other receivables and assets		(12)		261
Federal income tax receivable/payable		(3,241)		(2,259)
Accrued expenses and other liabilities		26		(1,011)
Net cash provided by operating activities		16,627		22,703
Cash flows used in investing activities:
Capital expenditures		(251)		(242)
Proceeds from the sale and maturities of available-for-sale equity and fixed maturity securities		52,868		86,081
Purchase of available-for-sale equity and fixed maturity securities		(61,331)		(107,798)
Collection of notes receivable and other		-		125
Net cash used in investing activities		(8,714)		(21,834)
Cash flows used in financing activities:
Excess tax benefits from stock-based compensation		314		206
Exercise of stock options		699		-
Repurchases of common stock		(2,557)		(3,218)
Dividend paid		(2,011)		(2,028)
Preferred stock redemption		(7,305)		(1,209)
Net cash used in financing activities		(10,860)		(6,249)
Net change in cash and cash equivalents		(2,947)		(5,380)
Cash and cash equivalents at beginning of period		18,277		22,060
Cash and cash equivalents at end of period	$	15,330	$	16,680

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

9

AMERICAN PHYSICIANS SERVICE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

1.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited consolidated financial statements as of and for the three and nine month periods ended September 30, 2010 and 2009 reflect all adjustments which are, in our opinion , necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. These consolidated financial statements have not been audited by our independent registered public accounting firm. The operating results for the interim periods are not necessar ily indicative of results for the full fiscal year.

During August 2010, we ceased all operations within our Financial Services segment. As such, in accordance with ASC 205 Discontinued Operations and ASC 420 Exit or Disposal Cost Obligations, all financial results relating to that segment have been reclassified as discontinued operations for all periods presented within the statements of operations herein (see Note 14. Discontinued Operations and Note 11. Commitments and Contingencies)

The notes to consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC should be read in conjunction with this Quarterly Report on Form 10-Q.

Management’s Estimates

The preparation of financial statements in conformity with GAAP requires us 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

On an on-going basis, we evaluate our estimates, including our most significant estimates related to: reserve for losses and loss adjustment expenses; death, disability and retirement reserves; reinsurance premiums recoverable/payable; premiums ceded; deferred policy acquisition costs; impairment of assets including the fair value of investments; bad debts; income taxes; and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Although considerable judgment is inherent in these estimates, we believe that the current estimates are reasonable in all material respects. The estimates are reviewed regularly and adjusted, as necessary. Adjustments related to changes in estimates are reflected in our results of operations, or other comprehensive income (OCI), in the period in which those estimates are changed.

10

2.

New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures (subtopic ASC 820-10).  ASC 820-10 provides guidance as to how the fair value of a security may be measured, and describes three levels of inputs that may be used to measure fair value.  This update requires new disclosures regarding transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements. A reporting entity shall disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  We did not have any transfers in or out of Level 1.   We had a net of $420,000 transferred into Level 3 from Level 2 during the nine months ended September 30, 2010. With respect to Level 3 fair value measurements, activity in the reconciliation for these fair value measurements using sign ificant unobservable inputs now requires the reporting entity to separately present information about purchases, sales, issuances and settlements on a gross basis instead of as a net number.  This update also clarifies existing disclosures with respect to the level of aggregation disclosed and disclosures about inputs and valuation techniques.  Specifically, a reporting entity shall provide fair value measurements for each class of assets and liabilities. A reporting entity shall also provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements, which are required for fair value measurements that fall in either Level 1 or Level 2. The new disclosures are effective for interim and annual reporting periods after December 15, 2009, except for disclosures about purchases, sales, issuances and settlements in the roll forward in Level 3 activity. Those disclosures are effective for fiscal years beginning after Decembe r 15, 2010, and for interim periods within those fiscal years. We adopted the requirements of the Accounting Standards Update No. 2010-06 effective January 1, 2010.     

3.

Investments

Available-For-Sale Fixed Maturities. Of the total $241,112,000 portfolio balance in available-for-sale fixed income maturities at September 30, 2010, all but $2,997,000 are considered investment grade securities.

Our entire fixed income portfolio consists of investment grade securities rated “BBB” or higher by Standard and Poor’s, Moody’s or Fitch rating agencies with the exception of two corporate bonds and six collateralized mortgage obligations (“CMOs”) with a combined fair market value of approximately $2,997,000. The following table reflects the composition of our fixed income portfolio by security rating category of the issuer as of September 30, 2010. In cases where the rating agencies had a different rating assigned to a security, the classification in the table is the lower rating.

	Fair Value
Rating Category	(in thousands)		Percentage
AAA / Aaa	$	150,525	63%
AA / Aa		29,054	12%
A / A		43,067	18%
BBB		15,469	6%
Non-investment grade		2,997	1%
Total	$	241,112	100%

Available-For-Sale Equity Securities.  We account for equity securities as available-for-sale. Our equity portfolio totals $10,835,000 as of September 30, 2010.

11

The amortized cost and estimated fair values of investments in fixed income and equity securities at September 30, 2010 and December 31, 2009 are as follows (in thousands):

	Cost or						Estimated
September 30, 2010	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Fixed Maturities:
U.S. treasury notes / bills	$	16,731	$	872	$	-	$	17,603
U.S. government agency mortgage-backed bonds		17,504		1,491		-		18,995
U.S. government agency collateralized mortgage obligations		36,118		1,927		-		38,045
Collateralized mortgage obligations:
Prime CMOs		1,816		103		-		1,919
Alt A CMOs		1,827		206		-		2,033
U.S. government agency bonds / notes		13,003		146		-		13,149
Government tax-exempt bonds		34,325		2,701		7		37,019
Corporate bonds		109,281		3,182		114		112,349
Total fixed maturities		230,605		10,628		121		241,112
Equity securities		9,696		1,325		186		10,835
Total fixed maturities and equity securities	$	240,301	$	11,953	$	307	$	251,947

	Cost or		Gross		Gross		Estimated
December 31, 2009	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Fixed Maturities:
U.S. treasury notes / bills	$	19,098	$	897	$	-	$	19,995
U.S. government agency mortage-backed bonds		22,525		1,419		-		23,944
U.S. government agency collateralized mortgage obligations		42,762		2,169		-		44,931
Collateralized mortgage obligations:
Alt A CMOs		2,287		114		-		2,401
Prime CMOs		2,375		25		-		2,400
U.S. government agency bonds / notes		22,052		274		64		22,262
Government tax-exempt bonds		35,212		1,584		1		36,795
Corporate bonds		72,910		983		38		73,855
Total fixed maturities		219,221		7,465		103		226,583
Equity securities		12,081		1,013		150		12,944
Total fixed maturities and equity securities	$	231,302	$	8,478	$	253	$	239,527

Of our entire invested assets at September 30, 2010, including cash and cash equivalents:

·

21% is comprised of agency-backed mortgage obligations, with underlying collateral consisting of GNMA, FHLMC, or FNMA loans;

·

2% is comprised of non-agency CMOs;

·

67% is comprised of U.S. Treasury, government agency bonds and notes, municipal tax exempt bonds and corporate bonds; and

·

10% is comprised of cash, equities and other invested assets.

12

We regularly review our fixed maturity and equity securities for declines in fair value that we determine to be other-than-temporary impairments (“OTTI”).  For an equity security, if we do not have the ability and intent to hold the security for a sufficient period of time to allow for a recovery in value, we conclude that an OTTI has occurred, and the cost of the equity security is written down to the current fair value, with a corresponding charge to realized loss in our consolidated statements of operations.  During the three and nine months ended September 30, 2010, we evaluated our equity portfolio for OTTI of certain securities. We based our review on a number of factors including, but not limited to, the severity and duration of the decline in fair value of the equity security as well as the cause of the decline, the length of time we have held the equity security, any third party research reports or analysis, and the financial condition and near-term prospects of the security’s issuer, taking into consideration the economic prospects of the issuer’s industry and geographical location. For the three and nine months ended September 30, 2010, there were $105,000 write-downs in equity securities.

Within our portfolio at September 30, 2010, there were seven CMO securities classified as “Alternative-A” or “Alt-A”. These Alt-A securities are generally considered to have underlying mortgages with underwriting characteristics that are stronger than “subprime” mortgages but less stringent than “prime” mortgages. None of our CMOs have underlying mortgages classified as “subprime.” Also, all underlying mortgages of our CMOs have fixed rates.  

While we have the ability to hold our remaining non-agency CMOs to maturity, we have concluded that we have the intent to sell these securities which will further reduce our exposure to a continued deterioration of the housing sector provided we can obtain an appropriate price. For the nine months ended September 30, 2010, we recognized a loss on our non-agency CMOs of $452,000, being the difference between the book value and their fair value as of September 30, 2010.  There were no sales of our non-agency CMOs during the nine months ending September 30, 2010, and the fair market value of our non-agency CMOs is $3,952,000 as of September 30, 2010. We sold non-agency CMOs with a book value of $17,035,000 during the first nine months of 2009 and recognized a net realized loss of $161,000 on the sale of these securities.

The pretax charges taken as a result of OTTIs that were recognized in earnings and included in realized capital gains (loss) for the three and nine months ended September 30, 2010 and 2009 were as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Fixed Maturities:
						&n bsp;
Collateralized mortgage obligations:
Prime	$	30	$	183	$	30	$	1,334
Alt-A		322		55		422		558
Total fixed maturities		352		238		452		1,892
Equity securities		105		-		105		353
Total fixed maturities and equity securities	$	457	$	238	$	557	$	2,245

The aggregate write-down on the Alt-A securities beginning with the quarter ended September 30, 2007 through September 30, 2010 is $11,425,000 and the book value of all the Alt-A securities is $2,033,000 as of September 30, 2010. As of September 30, 2010, outside of our Alt-A and prime CMOs as shown in the table above, no other fixed maturities were deemed to have an OTTI.  

13

Gross realized gains and losses as a result of both sales and OTTI write-downs included in net realized loss in the consolidated statements of operations for the three and nine month periods ended September 30, 2010 and 2009 were as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Realized gains (losses):
Fixed maturities:
Gross realized gain	$	21	$	119	$	101	$	392
Gross realized loss		-		(37)		(4)		(472)
Other-than-temporary losses		(352)		(238)		(452)		(1,892)
Net realized loss		(331)		(156)		(355)		(1,972)
Equities:
Gross realized gain		373		179		628		272
Gross realized loss		(47)		(111)		(199)		(544)
Other-than-temporary losses		(105)		-		(105)		(353)
Net realized loss		221		68		324		(625)
Total net realized loss	$	(110)	$	(88)	$	(31)	$	(2,597)

A summary of the amortized cost and fair market value of the Company’s investments in fixed maturities as of September 30, 2010, by contractual maturity, is as follows (in thousands):

	September 30, 2010
	Cost or		Estimated
	Amortized		Fair
	Cost		Value
Fixed maturity securities:
Due one year or less	$	45,974	$	46,319
Due after one year through five years		71,959		74,369
Due after five years through ten years		35,004		37,423
Due after ten years		20,403		22,009
		173,340		180,120
Mortgage backed securities		57,265		60,992
Total	$	230,605	$	241,112

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The following two tables reflect securities whose fair values were lower than the related cost basis at September 30, 2010 and December 31, 2009, respectively (in thousands). However, these declines in value were not deemed to constitute OTTIs. The tables show the fair value and the unrealized losses, aggregated by investment category and category of duration, of individual securities in a continuous unrealized loss position.  

	Less than 12 Months				12 Months or More				Total
September 30, 2010	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss		Fair Value		Loss
Government tax-exempt bonds	$	1,241	$	7	$	-	$	-	$	1,241	$	7
Corporate bonds		7,147		114		-		-		7,147		114
Total fixed maturities	$	8,388	$	121	$	-	$	-	$	8,388	$	121
Equity securities	$	484	$	43	$	1,212	$	143	$	1,696	$	186
Total fixed maturities and equity securities	$	8,872	$	164	$	1,212	$	143	$	10,084	$	307

	Less than 12 Months				12 Months or More				Total
December 31, 2009	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss		Fair Value		Loss
U.S. government agency bonds / notes	$	5,925	$	64	$	-	$	-	$	5,925	$	64
Government tax-exempt bonds		1,106		1		-		-		1,106		1
Corporate bonds		12,312		35		205		3		12,517		38
Total fixed maturities	$	19,343	$	100	$	205	$	3	$	19,548	$	103
										< P style="margin:0px; padding:0px; font-size:9pt">
Equity securities	$	388	$	20	$	2,584	$	130	$	2,972	$	150
Total fixed maturities and equity securities	$	19,731	$	120	$	2,789	$	133	$	22,520	$	253

The unrealized losses are primarily due to market fluctuations resulting from cyclical and other economic pressures including the recent economic crisis and market dislocation. All fixed maturities with an unrealized loss of 12 months or more are investment grade securities. As of September 30, 2010, we believe that these unrealized losses are temporary and that the fair value will recover to a level equal to or greater than the cost basis. In addition, as of September 30, 2010, we had the ability to hold all of our fixed maturity securities to maturity and, except for our investments in non-agency CMOs; we do not have the intent to sell these investments until there is a recovery in fair value, or until maturity. In the future, circumstances may change that would cause us to record an OTTI or sell fixed maturity or equity securities and possibly, incur a realized loss.

The major categories of net investment income included in the consolidated statements of operations are summarized for the three and nine months ended September 30, 2010 and 2009, as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2010		2009		2010		2009
Investment income:
Fixed Maturities	$	2,260	$	2,300	$	6,922	$	7,230
Equity Securities		100		119		296		297
Short-term investments and other		53		30		102		194
Finance charges on premiums receivable		25		40		81		99
Structured annuity		19		18		57		55
Total investment income		2,457		2,507		7,458		7,875
Investment expense		189		156		469		517
Net investment income	$	2,268	$	2,351	$	6,989	$	7,358

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In connection with our acquisition of our insurance subsidiary, the Texas Department of Insurance (“TDI”) required that funds be set aside in an escrow account with a bank to remain until the aggregate remaining redemption obligation of our Series A redeemable preferred stock (our “redeemable preferred stock”) is less than the amount of the escrow balance, with no withdrawals to be made from this escrow account without prior approval from TDI or until the redeemable preferred stock is redeemed in its entirety. To satisfy this requirement, we have maintained a fixed income security in escrow in the amount of $2,500,000. This security is included in fixed maturities, available-for-sale. On September 24, 2010, we redeemed all issued and outstanding shares of the redeemable preferred stock, as described more fully in Note 9 Redeemable Preferred Stock. As a result, we have requested that TDI eliminate the escrow requirement and we anticipat e they will approve this request.

At September 30, 2010, investments with a fair market value of $4,002,000 were on deposit with state insurance departments to satisfy regulatory requirements and these securities are included in fixed maturities, available-for-sale.

4.

Other Comprehensive Income

Other comprehensive income (loss) shown in the consolidated statement of shareholders’ equity is comprised of net unrealized gains (losses) on securities available for sale, net of taxes. The components of other comprehensive income (loss) for the three and nine month periods ended September 30, 2010 and 2009 are as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Unrealized holdings gains before taxes	$	3,079	$	4,207	$	3,915	$	7,229
Tax expense		(1,078)		(1,472)		(1,370)		(2,530)
Net gain after tax		2,001		2,735		2,545		4,699
Less reclassification adjustments for gains (losses) included in net income		141		35		493		(906)
Tax (expense) benefit		(49)		(12)		(173)		318
Other comprehensive income—net of tax	$	1,909	$	2,712	$	2,225	$	5,287

5.

Fair Value Disclosures

Fair value is used on a recurring basis for our equity and fixed maturity, available-for-sale securities in which fair value is the primary basis of accounting.  We measure fair value for each security depending on whether we have Level 1, Level 2 or Level 3 inputs, as described below.  

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The following table presents the estimated fair value of our financial instruments measured on a recurring basis as of September 30, 2010:

			Fair Value Measurements at September 30, 2010 Using:
(in thousands)			Quoted prices		Significant		Significant
	Total		in active markets		other ob-		other unob-
	September 30,		for identical assets		servable inputs		servable inputs
Description	2010		Level 1		Level 2		Level 3
Fixed Maturities:
U.S. treasury notes / bills	$	17,603	$	17,603	$	-	$	-
U.S. government agency mortgage-backed bonds		18,995		-		18,995		-
U.S. government agency collateralized mortgage obligations		38,045		-		38,045		-
Collateralized mortgage obligations:
Alt-A CMOs		2,033		-		202		1,831
Prime CMOs		1,919		-		1,618		301
U.S. government agency bonds / notes		13,149		-		13,149		-
Government tax-exempt bonds		37,019		-		37,019		-
Corporate bonds		112,349		-		112,349		-
Total fixed maturities	$	241,112	$	17,603	$	221,377	$	2,132
Equity securities		10,835		10,835		-		-
Total fixed maturities and equity securities	$	251,947	$	28,438	$	221,377	$	2,132

Level 1 consists of instruments whose values are based on quoted market prices in active markets. We receive quoted market prices from a third party, independent, nationally recognized pricing service. We utilize the pricing service, both for market values obtained based on quoted, actively traded market prices (Level 1) and for quoted prices for similar assets in active markets or market prices obtained from third-party pricing services for identical or comparable assets (Level 2). As of September 30, 2010, approximately 99% of our fixed income securities are priced either as Level 1 or Level 2. The fair value estimate for our equity portfolio of $10,835,000 and our U.S. Treasury fixed income securities of $17,603,000 are based on Level 1 pricing provided by the pricing service since there is an active, readily tradable market value based on quoted prices, as of September 30, 2010, or the measurement date. Active markets are those in which transactions o ccur in significant frequency and volume to provide pricing information on an on-going basis. Valuation of Level 1 securities does not entail a significant degree of judgment since an active market exists and quoted prices are readily and regularly available.  

With the exception of U.S. Treasury securities, very few of our fixed income securities are actively traded. Most of our fixed income securities, such as government or agency mortgage backed securities, tax-exempt municipal securities and corporate securities are valued using a pricing service and fall within Level 2. Level 2 pricing in our fair value hierarchy comprises $221,377,000 or 88% of our investment portfolio, which as of September 30, 2010 includes U.S. Government agency bonds/notes of $13,149,000; U.S Government agency mortgage backed bonds of $18,995,000; U.S. Government agency CMOs of $38,045,000; Government tax-exempt bonds of $37,019,000; corporate bonds of $112,349,000; “prime” non-agency CMOs of $1,618,000; and “Alt-A” non-agency CMOs of $202,000.  

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In regard to Level 2 pricing, fair values are based on the market prices from the pricing service where valuations are based on quoted market prices for identical or similar assets and/or valuations using industry-standard models such as matrix pricing. The pricing service evaluates each asset based on relevant market information, credit information, perceived market movements and sector news.  The market inputs utilized in the pricing evaluation include, benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets benchmark securities, bids and offers, quoted forward prices, time value, volatility factors, current market and contractual prices for the underlying instrument, and industry news and economic events. For mortgage related products, the pricing service uses an Option Adjusted Spread model to develop prepayment and interest rate scenarios.  Depending on the security, the priority of the use of inputs may c hange or some market inputs may not be relevant. We utilize  APS Asset Management, Inc., to review the estimates and assumptions of fair value of each security provided by the pricing service for Level 1 and Level 2 pricing and compare these estimates to our custodial bank statement, which also provides a fair market value for the securities we hold, to determine if the estimates are representative of the prices in the market. Comparing our fair value pricing obtained from our custodial bank statement serves as a cross-check to the validity of the information provided from the pricing service. Valuations are reviewed for reasonableness based upon the specifics of the security, including class, maturity, credit rating, durations, collateral and comparable markets for similar securities. We may adjust the valuation of securities from the independent pricing service when we believe its pricing does not fairly represent the market value of the investment. For example, a significant decrease in volume and le vel of activity for a security is an indication that transactions or quoted prices may not be determinative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted price may be necessary to determine fair value. We evaluate the following factors to determine whether there has been a significant decrease in the volume and level of activity for the securities we hold when compared to the normal activity for those securities (or similar securities):

·

there are few recent transactions;

·

price quotations are not based on current information;

·

price quotations vary substantially either over time or amount market makers (for example, broker markets);

·

indexes that were previously highly correlated with the fair values of the security are demonstrably uncorrelated with recent indications of fair value for that security;

·

there is a significant increase in the implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with the reporting entity’s estimate of expected cash flows, considering all available market data about credit or nonperformance risk for the security;

·

there is wide bid-ask spread or significant increase in the bid-ask spread;

·

there is a significant decline or absence of a market for new issuances (that is, a primary market) for the security or similar securities; and

·

little information is available publicly.

When market observable data is not as readily available as a result of a significant decrease in volume or level of activity for a security, the valuation of these financial instruments becomes more subjective and could involve substantial judgment, resulting in Level 3 pricing. Under Level 3 pricing, fair values are based on inputs that are considered unobservable where there is little, if any, market activity for a security. In this circumstance, we evaluate fair values derived from our internal pricing models, as well as values derived from the independent pricing service and non-binding indications received from dealers.

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Consistent with our approach to pricing our entire portfolio, we initially receive market pricing on these securities from the pricing service. We also generally obtain two to three indications from dealers who actively trade in these or similar securities, but are not binding offers. We then review the pricing on these non-agency CMO securities based on the market environment and the specific characteristics, including: the overall structure of the instrument; 60-day delinquencies, loss severities and default rates; demographic and geographic characteristics of the underlying mortgages; support levels; and loan to value ratios. We also utilize internal pricing models to assist us in determining estimated fair values. Our internal pricing model incorporates cash flows for each security based on projected losses discounted using a liquidity risk premium that market participant would demand because of the inherent uncertainty in the cash flows. The risk pre mium is reflective of an orderly transaction between market participants at the measurement date under current market conditions. Determining the price at which willing market participants would transact at the measurement date under current market conditions if there has been a significant decrease in volume or level of activity for these securities depends on the facts and circumstances and requires the use of significant judgment. We weigh the indications of fair value resulting from multiple valuation techniques, considering both an income approach such as our internal pricing model and a market approach that provides estimates of fair value from the pricing service and non-binding quotes from market participants. Based on these indications, we consider the reasonableness of the range of estimates to determine the point within the range that is more representative of fair value under current market conditions. We select a fair value estimate based on professional judgment utilizing a weighting or blendin g of internal pricing models, the fair value provided by the pricing service and non-binding indications. This is consistent with FASB ASC 820-10 and is appropriate in determining the fair value when the volume or level of activity has decreased in markets that are not orderly.

As a result of this review, as of September 30, 2010, we have classified as Level 3 pricing five non-agency CMOs (4 Alt-A CMOs and 1 non-agency CMO with 2006 origination years). The total fair market value of these securities is $2,132,000, which represents approximately 1% of our investment portfolio.

A reconciliation of the beginning and ending balances of our financial instruments for fair value measurements made using significant unobservable inputs (Level 3) follows (in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2010		September 30, 2010
Balance at beginning of period	$	2,446	$	2,106
Total gains or losses realized/unrealized:
Included in earnings (or changes in net assets)		(281)		(169)
Included in other comprehensive income		23		62
Purchases, issuances, and settlements		(56)		(287)
Transfers in and/or out of Level 3		-		420
Balance at end of period	$	2,132	$	2,132
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2010	$	(337)	$	(340)
Gains and losses (realized and unrealized) included in earnings for the period are reported in net realized investment gains (losses) as follows:
Total gains or losses included in earnings for the period (above)	$	(337)	$	(340)
Change in unrealized gains or losses related to assets held at end of period	$	23	$	26

Included in the table above, a net of $420,000 was transferred into Level 3 from Level 2 during the nine months ended September 30, 2010. This is the result of one transfer with a fair value of $690,000 and one transfer out with a fair value of $270,000. These transfers are the result of changes in pricing due to market data becoming more or less observable since December 31, 2009. The updated pricing information is based on a current review as of September 30, 2010 of all the various methods described above for Levels 2 and 3.

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We attempt to apply consistent methods and techniques utilized to determine fair value for these securities; however, assumptions regarding delinquency levels and default rates, realized losses and projected timing of those losses and prepayment speeds may vary significantly, especially over time, and could materially impact valuations. For example, we recognized a realized loss of $337,000 and $340,000 for the three and nine months ended September 30, 2010, respectively, as a result of valuing these securities based on Level 3 pricing assumptions. However, had we selected our pricing based on Level 2 pricing assumptions, we would have recorded $430,000 and $433,000 realized losses for the three and nine months ended September 30, 2010, respectively and we would have increased our fixed maturities, available-for-sale and accumulated, OCI by $998,000 as of September 30, 2010 based on higher pricing assumptions.

In addition to the above assets, we also have other financial assets, including a structured annuity classified as other invested assets that is not carried at fair market value. At September 30, 2010, the structured annuity has a book value of $1,590,000 and a fair market value of $1,750,000. The fair market value estimate is based on an evaluation of similar securities with like terms and estimated credit risk.

6.

Reserve for Loss and Loss Adjustment Expense

The reserve for unpaid losses and loss adjustment expenses represents the estimated liability for unpaid claims reported to us, plus claims incurred but not reported and the related estimated loss adjustment expenses. The reserve for losses and loss adjustment expenses is determined based on our actual experience, available industry data and projections as to future claims frequency, severity, inflationary trends and settlement patterns.

We write medical malpractice insurance policies which have a lengthy period for reporting a claim (long-tail) and a long process of litigating a claim through the courts and whose risk factors expose its reserves for loss and loss adjustment expenses to significant variability. These conditions subject our insurance subsidiary’s open reported claims and incurred but not reported claims to increases due to inflation, changes in legal proceedings and changes in the law. While the anticipated effects of inflation is implicitly considered when estimating reserves for loss and loss adjustment expenses, an increase in average severity of claims is caused by a number of factors. Future average severities are projected based on historical trends adjusted for changes in underwriting standards, policy provisions and general economic trends. Those anticipated trends are monitored based on actual experience and are modified as necessary to reflect any changes in the development of ultimate losses and loss adjustment expenses. These specific risks, combined with the variability that is inherent in any reserve estimate, could result in significant adverse deviation from our carried reserve amounts. The ultimate resolution of claims is subject to considerable uncertainty. Actual developments will likely vary, perhaps significantly, from the current estimated amounts reflected in the accompanying financial statements. We believe the reserves for loss and loss adjustment expenses are reasonably stated as of September 30, 2010.

We recorded $16,043,000 for losses and loss adjustment expenses for the nine months ended September 30, 2010, which included $35,870,000 for the current accident year and was reduced by $19,827,000 of favorable development for prior report years. The favorable development was the result of reductions in our estimates of ultimate loss costs for the 2006 through 2009 accident years as compared to prior period estimates. For the nine months ended September 30, 2009, we recorded $19,339,000 for losses and loss adjustment expenses, which included $33,699,000 for the 2009 accident year, reduced by $14,360,000 of favorable development for prior accident years. The favorable development was the result of reductions in ultimate loss costs for the 2002 through 2008 accident years as compared to prior period estimates. The favorable development experienced during these periods noted above was the result of better than expected trends in paid loss severity (i.e. the expected average cost of claims) and a lower number of claims actually closed with indemnity than anticipated. The 2010 accident year loss and loss adjustment expenses increased by $2,171,000 to $35,870,000 for the nine months ended September 30, 2010 as compared to $33,699,000 for the 2009 accident year due to a 3% increase in policyholder headcount from 6,401 as of September 30, 2009 to 6,619 as of September 30, 2010 resulting in additional loss exposures over this time period and our recent entry into new geographic markets with a shift to higher policy limits.  

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7.

Reinsurance

Reinsurance Premiums Ceded. Certain premiums are ceded to other insurance companies under reinsurance agreements. These reinsurance contracts provide us with increased capacity to write additional risk and the ability to write specific risks within our capital resources and underwriting guidelines. The 2010 reinsurance agreement is a fixed-rated treaty and provides 100% coverage in excess of our retention of $750,000 up to $1,000,000 with an additional retention of 10% of claims for policy limits that are greater than $1,000,000 with no aggregate limit. The 2009 reinsurance agreement is a fixed-rated treaty and provides 100% coverage in excess of our retention of $1,000,000 with a $5,000,000 aggregate limit. Prior to 2009, our insurance subsidiary, American Physicians Insurance Company (“API”) entered into reinsurance contracts, which provided for losses in excess of the retention of $250,000 on individual claims and beginning in 2 002 through 2005, $350,000 on multiple insured claims related to a single occurrence. The 2006, 2007 and 2008 reinsurance treaties provide for these same terms with API retaining an additional 10%, 20% and 40% of the risk above the aforementioned retention levels for 2006, 2007 and 2008, respectively.

The reinsurance contracts for 2002 through 2008 contain variable premium ceding rates based on loss experience. The ceded premium charged under these contracts is dependent upon the development of ultimate losses ceded to the reinsurers under their retrospective treaties. For the three and nine months ended September 30, 2010, we recorded favorable development to ceded premiums of $290,000 and $1,067,000, respectively, primarily due to adjustments to treaty years 2002 through 2003 and 2006 through 2008. For the three and nine months ended September 30, 2009, we recorded favorable development to ceded premiums of $1,197,000 and $2,877,000, respectively, primarily due to adjustments to treaty years 2002, 2006 and 2007. These adjustments reflect reductions in our estimates of ultimate claims severity and loss experience as a result of claims closures at less than reserved amounts driven by better than expected trends in claims severity coupled with relativel y stable payment patterns in the reinsurance layer.

In addition to an adjustment to premiums ceded, estimates of ultimate reinsurance ceded premium amounts compared to the amounts paid on a provisional basis for the 2002 through 2008 reinsurance treaties give rise to a balance sheet asset classified as “Other Amounts Receivable Under Reinsurance Contracts” or a balance sheet liability classified as “Funds Held Under Reinsurance Treaties.” Furthermore, each retrospective treaty requires a 24 or 36 month holding period before any premium adjustments or cash can be returned or paid. The ultimate settlement amount is not determined until all losses have been settled under the respective treaties. As of September 30, 2010, we recorded a balance sheet liability, “Funds Held Under Reinsurance Treaties” of $2,410,000, which represents the difference between the estimates of ultimate reinsurance premiums ceded amounts for the 2002 through 2008 treaty years and the amounts paid on a pro visional basis.

Reinsurance Recoverables. Ceded reserves for loss and loss adjustment expenses are recorded as reinsurance recoverables. Reinsurance recoverables are the estimated amount of future loss payments that will be recovered from reinsurers, and represent the portion of losses incurred during the period that are estimated to be allocable to reinsurers. There are several factors that can directly affect the ability to accurately forecast the reinsurance recoverables. Many of the factors discussed in Note 6 related to the sensitivities of forecasting total loss and loss adjustment expense reserves also apply when analyzing reinsurance recoverables. Since we cede excess losses above $250,000 on individual claims and $350,000 on multiple insured claims for treaty years 2002 through 2008, the trends related to severity significantly affect this estimate. Current individual claims severity can be above or fall below our retention level over the period it takes to resolve a claim.

Similar to the estimate for reserves, due to the long-tailed nature of the medical professional liability line of insurance, relatively small changes in the actuarial assumptions for trends, inflation, severity and frequency for projected ultimate loss and loss adjustment expense reserves can have a greater impact on the recorded balance for reinsurance recoverables than with most other property and casualty insurance lines. While we believe that our estimate for ultimate projected losses related to loss and loss adjustment expense is adequate based on reported and open claim counts, there can be no assurance that additional significant reserve enhancements will not be necessary in the future given the many variables inherent in such estimates and the extended period of time that it can take for claim patterns to emerge.

Reinsurance contracts do not relieve us from our obligations to policyholders. We continually monitor our reinsurers to minimize our exposure to significant losses from reinsurer insolvencies. Any amount found to be uncollectible is written off in the period in which the uncollectible amount is identified.

21

Unsecured reinsurance recoverables at September 30, 2010 that exceeded 10% of total reinsurance paid and unpaid loss and loss adjustment expenses are summarized below (in thousands):

Company Name	September 30, 2010
Swiss Reinsurance	$	1,782
Transatlantic Reinsurance		1,613
ACE Tempest Re USA		1,124
General Reinsurance Corp		1,058
Hannover Ruckversicherrungs		789

As of September 30, 2010, ACE Tempest Re USA was A.M. Best rated “A+” (Superior). Swiss Reinsurance (“Swiss Re”), Transatlantic Reinsurance (“Transatlantic”) and Hannover Ruckversicherrungs (“Hannover”) were A.M. Best rated “A” (Excellent). To date, all of our reinsurers have continued to reimburse us for paid claims in a manner consistent with past practices and contractual obligations.

The reinsurers on the 2010 treaty include Hannover, Transatlantic and General Reinsurance Corporation (“General Re”). General Re is A.M. Best rated “A++” (Superior) as of September 30, 2010.

As of September 30, 2010, all of API’s reinsurance contracts were with companies in adequate financial condition and we believe there was not any need to establish an allowance for doubtful reinsurance recoverable.  We have not experienced any problems collecting from our reinsurers.

8.

Income Taxes

The provision for income taxes is based on amounts reported in the statements of income after exclusion of nontaxable income such as interest on state and municipal securities.  Also, certain items of income and expenses are recognized in different time periods for financial statement purposes than for income tax purposes.  Thus, provisions for deferred taxes are recorded in recognition of such temporary differences between the reported amount of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company and its subsidiaries file a consolidated federal income tax return. Consolidated income tax expense is allocated on the basis of each company's income adjusted for permanent differences.

Our effective income tax rate for the three and nine months ended September 30, 2010 was approximately 39.9% and 36.0%, respectively. Our effective income tax rate for the three and nine months ended September 30, 2009 was approximately 33.4% and 34.4%, respectively. The increase in our effective tax rate for 2010 is due to non-deductible costs related to the proposed merger with ProAssurance.

9.

Redeemable Preferred Stock

In conjunction with the acquisition of API we issued 10,198 shares of Series A redeemable preferred stock (the “redeemable preferred stock”), par value $1.00 per share, from the 10,500 shares authorized.  Pursuant to the Merger Agreement we have entered into with ProAssurance Corporation, as described more fully below in Note 15. Business Combination, we agreed to redeem all issued and outstanding shares of the redeemable preferred stock. On September 24, 2010, all issued and outstanding shares of the redeemable preferred stock were redeemed. The redemption price for each share of redeemable preferred stock was $1,000 per share, plus a dividend of $16.11 per share for the period from March 12, 2010 through September 24, 2010.

Prior to the September 24, 2010 redemption of the redeemable preferred stock, holders of redeemable preferred shares were entitled to cumulative dividends thereon at the rate of three percent (3%) per annum payable on the remaining redemption value per share, in priority to the payments of dividends on the common shares. Holders of redeemable preferred shares had no preemptive rights and had the same voting rights as the holders of our common stock. The shares were non-certificated and mandatorily redeemable. Prior to the September 24, 2010 redemption, they were redeemed ratably at not less than $1,000,000 per year, with all remaining outstanding shares being required to be redeemed by December 31, 2016. During 2009, 2008 and 2007, 1,075, 1,104 and 1,019 shares of redeemable preferred stock were redeemed for $1,230,000, $1,368,000 and $1,058,000, which included dividends of $177,000, $297,000 and $40,000, respectively. Prior to the September 24, 2010 rede mption, in the event of any liquidation, the holders of redeemable preferred stock would have received an amount equal to the remaining redemption value before any distribution is made to the holders of our common stock.

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Prior to the September 24, 2010 redemption, we classified our redeemable preferred stock as a liability because it constituted an unconditional obligation that required us to redeem the shares at a specified or determinable date and therefore, the redeemable preferred stock dividend had been classified as interest expense.

10.

Stock-Based Compensation

We use the Black-Scholes-Merton option-pricing model to determine the fair value of stock-based awards. For the three and nine months ended September 30, 2010, we recorded compensation cost related to stock options of $139,000 and $365,000, respectively, and a related reduction in income taxes of $49,000 and $128,000, respectively. The compensation cost is the total fair value, at date of grant, of stock options that vested during the period. No compensation costs were capitalized in the three and nine month periods ended September 30, 2010.

During the three months ended September 30, 2010, 29,000 options were exercised with an intrinsic value of $426,000. During the nine months ended September 30, 2010, 72,000 options were exercised with an intrinsic value of $953,000. For the three and nine months ended September 30, 2010, we received cash proceeds of $352,000 and $699,000, respectively, and we received $0 and $199,000, respectively, in value through cashless exercises/exchanges for the options exercised. Also, as of September 30, 2010, there was $691,000 of total unrecognized compensation cost related to non-vested shares under our 2005 Incentive and Non-Qualified Stock Option Plan (the "Stock Option Plan"), which is expected to be recognized over a weighted-average period of 1.3 years.

The Stock Option Plan provides for the issuance of up to 1,250,000 shares of common stock to our employees, including officers and directors and non-employee directors. A total of 1,052,000 of these options have been granted as of September 30, 2010 and 198,000 are available for grants. Of those granted, 200,000 shares have been exercised, 529,000 options are exercisable and 323,000 are not yet exercisable.

No stock options were granted during the three months ended September 30, 2010. Presented below is a summary of the stock options held by our employees and our directors and the related transactions for the three and nine months ended September 30, 2010.

	Three Months Ended September 30, 2010				Nine Months Ended September 30, 2010
	Shares	Weighted Average Exercise Price			Shares	Weighted Average Exercise Price
Balance at July 1	881,000	$	19.20	Balance at January 1	774,000	$	17.87
Options granted	-		-	Options granted	150,000		24.15
Options exercised	29,000		12.13	Options exercised	72,000		12.45
Options forfeited/expired	-		-	Options forfeited/expired	-		-
Balance at September 30	852,000		19.44	Balance at September 30	852,000		19.44
Options exercisable	529,000		17.19	Options exercisable	529,000		17.19

The following table summarizes our outstanding and exercisable options at September 30, 2010:

Stock Options Outstanding							Stock Options Exercisable
Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value (1)			Average Remaining Contractual Life	Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value (1)		Average Remaining Contractual Life
852,000	$	19.44	$	11,002,000		2.7	529,000	$	17.19	$	8,017,000	1.8
					&nbs p;					&nb sp;
(1)   Based on the $32.35 closing price of our stock at September 30, 2010.

11.

Commitments and Contingencies

Leases

We are obligated under certain operating lease arrangements for our office space. The leases expire in 2011. The remaining contractual obligations for these leases are $181,000 and $702,000 for the years ended December 31, 2010 and 2011, respectively.

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Discontinued Operations

We ceased all operations within our Financial Services segment during the quarter ended September 30, 2010. In connection with the exit from this business segment, we have ongoing lease and early termination costs and other contractual obligations for which we will be responsible. In accordance with ASC 420, Exit or Disposal Cost Obligations, we have accrued a fair value estimate of these anticipated costs of approximately $315,000 within our unaudited Consolidated Balance Sheet presented herein. Please see Note 14 below for a more detailed discussion of our discontinued operations.

Litigation and Regulatory Inquiries

We are involved in various claims, legal actions and regulatory inquiries that have arisen out of the conduct of our business.  

As previously disclosed, in the quarter ended September 30, 2010, APS Financial Corporation (“APS Financial”), the broker-dealer subsidiary of American Physicians Service Group, Inc., settled an ongoing investigation by the staff of the Financial Industry Regulatory Authority (“FINRA”) concerning allegations that, in 2005 and 2006, APS Financial charged excessive markups in 59 transactions, out of approximately 2,000 transactions conducted during the time period. FINRA’s allegations were that approximately $1.27 million of excessive markups were charged on these 59 transactions.  To resolve the investigation, APS Financial and FINRA entered into a Letter of Acceptance, Waiver and Consent, effective August 26, 2010 (the “FINRA Consent Order”), pursuant to which APS Financial, without admitting any allegation against it, agreed to permanently surrender its license to conduct business as a broker-dealer in exchange for termination of the proposed disciplinary action.  APS Financial was not required to pay any fines, penalties or other amounts as a result of the settlement.  

As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, prior to receiving the FINRA Consent Order, the company had already begun making plans to discontinue the operations of APS Financial.  The cessation of operations of our Financial Services segment is not expected to have a material effect on our consolidated financial position, results of operation or cash flows.

Certain of our Financial Services subsidiaries are also parties to a FINRA arbitration proceeding initiated by family members of a former client of APS Financial and another Financial Services subsidiary, APS Capital Corp. (“APS Capital”), who allege that APS Financial made unsuitable investment recommendations to the former client.  The allegations also name the parent companies and an employee of APS Financial.  This matter is still in the preliminary stages.  We intend to vigorously defend our position in this case.

APS Capital is currently party to litigation regarding a disputed bankruptcy trade claim.

The Company, ProAssurance Corporation, CA Bridge Corporation and certain of the Company’s officers and directors are party to a shareholder derivative action filed in reaction to the announcement of our proposed merger with ProAssurance Corporation.  We believe this lawsuit is entirely without merit and we intend to vigorously defend our position in this case.

While we cannot predict the outcome of any pending or future claim, legal action or regulatory inquiry or enforcement action, and although no assurances can be given, we do not believe that any pending matter will have a material adverse effect on our consolidated financial position, results of operation or cash flows.

24

12.

Earnings Per Share

Basic earnings per share are based on the weighted average shares outstanding without any dilutive effects considered. Diluted earnings per share reflect dilution from all contingently issuable shares, such as options. A reconciliation of income and weighted average shares outstanding used in the calculation of basic and diluted income per share from operations follows:

(in thousands except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Numerator for basic and diluted income per common share:
						&nb sp;
Net income from continuing operations	$	5,102	$	6,262	$	15,997	$	15,795
Net income (loss)from discontinued operations		(200)		180		(367)		298
Net income	$	4,902	$	6,442	$	15,630	$	16,093
						&nb sp;
Denominator:
						&nb sp;
Denominator for basic income per common share - weighted average shares outstanding		6,782		6,891		6,817		6,936
Effect of dilutive stock options and awards		154		98		133		137
Denominator for diluted income per common share - adjusted weighted average shares outstanding		6,936		6,989		6,950		7,073
						&nb sp;
Net income from continuing operations- basic	$	0.75	$	0.91	$	2.35	$	2.28
Net income (loss)from discontinued operations- basic		(0.03)		0.02		(0.06)		0.04
Net income - basic	$	0.72	$	0.93	$	2.29	$	2.32
						&nb sp;
Net income from continuing operations- diluted	$	0.74	$	0.90	$	2.30	$	2.23
Net income (loss)from discontinued operations- diluted		(0.03)		0.02		(0.05)		0.05
Net income - diluted	$	0.71	$	0.92	$	2.25	$	2.28

25

13.

Segment Information

The Company’s segments are distinct by type of service provided. Comparative financial data for the three and nine month periods ended September 30, 2010 and 2009 are shown as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues from Continuing Operations
Insurance services	$	17,880	$	19,526	$	54,251	$	54,618
All other		3,669		2,345		9,524		7,927
Total segment revenues	$	21,549	$	21,871	$	63,775	$	62,545
Reconciliation to Consolidated Statements of Operations:
Total segment revenues	$	21,549	$	21,871	$	63,775	$	62,545
Less: intercompany interest and dividends		(3,216)		(1,943)		(8,390)		(6,735)
Total revenues	$	18,333	$	19,928	$	55,385	$	55,810
Operating Income:
Insurance services	$	10,905	$	10,356	$	29,758	$	26,660
All other		(2,411)		(955)		(4,780)		(2,595)
Total segment operating income	$	8,494	$	9,401	$	24,978	$	24,065
Income tax expense (benefit):
Insurance services	$	3,773	$	3,423	$	10,149	$	9,173
All other		(381)		(284)		(1,168)		(903)
Total segment income tax expense (benefit)	$	3,392	$	3,139	$	8,981	$	8,270
Capital expenditures:
Insurance services	$	50	$	68	$	200	$	232
All other		-		3		52		7
Total segment capital expenditures	$	50	$	71	$	252	$	239
Depreciation/amortization expenses:
Insurance services	$	72	$	63	$	213	$	264
All other		34		42		101		96
Total segment depreciation/amortization expenses:	$	106	$	105	$	314	$	360
Discontinued Operations:
Financial services revenues		996		2,439		4,700		5,909
Financial services operating income (loss)		(309)		280		(565)		474
Financial services income tax expense (benefit)		(109)		100		(198)		176
Financial services capital expenditures		(19)		1		(1)		3
Financial services depreciation/amortization		(12)		13		1		24

Balance sheet data:	September 30,		December 31,
		2010		2009
Identifiable assets
Insurance services	$	256,916	$	247,358
All other		50,954		52,414
Total segment assets	$	307,870	$	299,772

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14.

Discontinued Operations

As discussed in Note 11, Commitments and Contingencies, we discontinued all operations within our Financial Services segment during the current quarter ended September 30, 2010.  The discontinuation occurred in connection with APS Financial entering into the FINRA Consent Order, pursuant to which APS Financial, without admitting any allegation against it, agreed to permanently surrender its license to conduct business as a broker-dealer in exchange for termination of the proposed disciplinary action.  The FINRA Consent Order became effective on August 26, 2010, at which time we discontinued our APS Financial operations as a licensed broker-dealer. The broker-dealer operation conducted by APS Financial constituted a significant majority of our Financial Services business.  Accordingly, on August 26, 2010, we also discontinued the day-to-day operations of our bank debt and trade claims subsidiary, APS Capital Corp. (“APS Capital”).  Separately, on August 12, 2010, our remaining Financial Services subsidiary, APS Asset Management, Inc. (“APSAM”) was sold and our asset management business was discontinued as a result.

In connection with our exit from the Financial Services business, we have ongoing lease, and early termination costs and other contractual obligations for which we will continue to be responsible.  We expect to be able to offset some of these costs and obligations by subleasing the office space formerly occupied by the Financial Services subsidiaries, assigning certain contracts to an unrelated broker-dealer and negotiating with vendors for the early termination of certain other contracts.  However, there can be no assurances as to the extent that we will be successful in doing so.

The cessation of operations of our Financial Services business is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

In accordance with ASC 205, Discontinued Operations, effective August 26, 2010, the date APS Financial and APS Capital were discontinued, the results of operations are reported as discontinued since the operations of this business segment are eliminated from ongoing operations.  Furthermore, on August 12, 2010, APS sold APSAM and, as a result of this sale, the results and operations for the period January 1, 2010 through August 11, 2010 are reported as discontinued operations. For comparative purposes, all prior year reporting periods (three months and nine months ended September 30, 2009) were reclassified to report the results of the Financial Services operations as discontinued as well.

In accordance with ASC 420, Exit or Disposal Cost Obligations, a liability for the cost associated with the exit of our Financial Services segment was recorded at fair value as of September 30, 2010.  While no one-time termination benefits exist as a result of the exit this business segment, a liability should be recorded for costs to terminate certain contracts before the end of its terms and for costs that will continue to be incurred under certain contracts for the remaining term without economic benefit to APS Financial or APS Capital. In accordance with this guidance, the liability for exiting our Financial Services business shall be measured at its fair value at the cease-use-date for costs that will continue to be incurred under a contract (i.e. run-off costs with future economic benefit) and for costs to terminate a contract before the end of its term (i.e. penalties or other costs for early termination) when an entity gives written no tice to the counterparty or has otherwise negotiated a termination with the counterparty. This liability will be recorded based on the estimated remaining lease and other contractual obligations, adjusted for the effects of any prepaid or deferred items recognized, reduced by sublease rentals that can be reasonably obtained even if the entity does not intend to sublease. We recorded an estimated fair value of this liability for discontinued operations of approximately $315,000.

27

The following table provides operating results from the discontinued operations of our Financial Services segment for the periods indicated:

(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
REVENUES
Broker dealer	$	801	$	2,233	$	3,843	$	5,333
Bank debt - trade claims		-		76		350		218
Management fees and other income		195		130		507		358
Total revenues		996		2,439		4,700		5,909
EXPENSES
Commissions		516		1,341		2,513		3,109
Payroll related		136		482		952		1,485
Information services		233		126		505		350
Legal and professional		120		38		748		166
Other expenses		300		172		547		325
Total expenses		1,305		2,159		5,265		5,435
Operating income (loss)		(309)		280		(565)		474
Income taxes (benefit)		(109)		100		(198)		176
Net income (loss) from discontinued operations	$	(200)	$	180	$	(367)	$	298

15.

Business Combination

On August 31, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ProAssurance Corporation (“ProAssurance”) and CA Bridge Corporation, a wholly-owned subsidiary of ProAssurance (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”) and the Company will survive as a wholly-owned subsidiary of ProAssurance.  At the effective time of the Merger, each outstanding share of Company common stock will be canceled and converted into the right to receive payment of $32.50 in cash.  The completion of the Merger is subject to customary conditions, including, without limitation, regulatory and APS shareholder approval of the Merger.

28

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For purposes of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), “APS,” “we,” “our,” “us” and the “Company” refer to American Physicians Service Group, Inc., together with its subsidiaries, unless the context requires otherwise. The following MD&A should be read in conjunction with the accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2010, included in Part I, Item 1, as well as the audited, consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the United States Securities and Exchange Commission (the “SEC”) on March 3, 2010.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove correct, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements: of our plans, strategies and objectives for future operations; concerning new products, services or developments; regarding future economic conditions, performance or outlook; as to the outcome of contingencies; of beliefs or expectations; and of assumptions underlying any of the foregoing.

Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s beliefs and assumptions only as of the date of the filing of this Quarterly Report on Form 10-Q.  We undertake no obligation, other than that imposed by law, to update forward-looking statements to reflect further developments or information obtained after the date of filing of this Quarterly Report on Form 10-Q or, in the case of any document incorporated by reference, the date of that document.

The following important factors, in addition to those referenced under “Risk Factors” in Part II, Item 1A and Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission on March 3, 2010, could affect the future results of our operations and could cause those results to differ materially from those expressed in or implied by such forward-looking statements:

•

general economic conditions, either nationally or in our market area, that are worse than expected;

•

changes in the healthcare industry;

•

regulatory and legislative actions or decisions that adversely affect our business plans or operations;

•

inflation and changes in the interest rate environment, and/or changes in the securities markets including the performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;

•

uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance;

•

significantly increased competition among insurance providers;

•

changes in the availability or cost of reinsurance including our ability to renew our existing reinsurance treaty or obtain new reinsurance;

•

failure or inability of our reinsurers to pay claims or amounts due us in a timely manner;

•

loss of key executives, personnel, accounts or customers;

•

potential losses and litigation risk associated with our Financial Services businesses;

29

•

any significant delay in the expected completion of the Merger or the failure of the Merger to close for any reason;

•

the amount of the costs, fees, expenses and charges related to the Merger; and

•

business uncertainty and contractual restrictions that may exist during the pendency of the Merger.

The foregoing factors should not be construed as exhaustive and we caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this report. In addition to any risks and uncertainties specifically identified in the text surrounding forward-looking statements, you should consult our other filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 for factors that could cause our actual results to differ materially from those presented.

Business Overview

We provide insurance services, specifically medical professional liability insurance in Texas, Arkansas, Oklahoma and Colorado.

Insurance Services. We provide medical professional liability insurance primarily in Texas, where our insurance subsidiary has written business for over 33 years. Our insurance subsidiary is authorized to do business in the States of Texas, Arkansas and Oklahoma and was recently also licensed to write business in Colorado. Our insurance subsidiary specializes in writing medical professional liability insurance for physicians and other healthcare providers, including physician extenders and clinical staff. Our insurance subsidiary currently insures over 6,600 physicians, dentists, and other healthcare providers, the majority of whom are located in Texas. For the nine months ended September 30, 2010, approximately 91%, 6% and 3% of our premiums were written in Texas, Oklahoma and Arkansas, respectively. Colorado written premiums amounted to less than 1% of our total premiums written.

Financial Services.  We discontinued all our Financial Services segment operations during the current quarter ended September 30, 2010. Prior to exiting this business the Financial Services segment provided investment and investment advisory services to institutions and individuals throughout the United States through the following subsidiaries:

o

APS Financial. APS Financial Corporation (“APS Financial”) was a fully licensed broker-dealer that provided brokerage and investment services primarily to institutional and high net worth individual clients. APS Financial also provided portfolio accounting, analysis and other services to insurance companies, banks and public funds. We recognized commission revenue, and the related compensation expense, on a trade date basis. This business ceased operations in August 2010 and the broker-dealer license was surrendered to FINRA.

o

APS Capital. APS Capital Corp. was dedicated to the clearing and settlement of trades involving non-securities including syndicated bank loans, trade claims and distressed private loan portfolios. We developed business with clients who traded in distressed markets. We recognized commission revenue, and the related compensation expense, when the transaction was complete and fully funded. This business ceased operations in August 2010.

o

APS Asset Management. APS Asset Management, Inc., was a registered investment adviser under the Investment Advisers Act of 1940, and managed fixed income and equity assets for institutional and individual clients on a fee basis. We recognized fee revenues monthly based on the amount of funds under management. This business was sold in August 2010.

The current and historical financial operations of all three of the Financial Services entities have been recorded as discontinued operations in the consolidated financial statements included in this current report on Form 10-Q.

Business Combination

On August 31, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ProAssurance Corporation (“ProAssurance”) and CA Bridge Corporation, a wholly-owned subsidiary of ProAssurance (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”) and the Company will survive as a wholly-owned subsidiary of ProAssurance.  At the effective time of the Merger, each outstanding share of Company common stock will be canceled and converted into the right to receive payment of $32.50 in cash.  The completion of the Merger is subject to customary conditions, including, without limitation, regulatory and APS shareholder approval of the Merger.

30

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires us to make estimates and assumptions that affect amounts reported in the accompanying unaudited Consolidated Financial Statements and Notes thereto. These estimates and assumptions are evaluated on an on-going basis based on historical developments, market conditions, industry trends and other information we believe to be reasonable under the circumstances. There can be no assurance that actual results will conform to our estimates and assumptions, or that reported results of operations will not be materially adversely affected by the need to make accounting adjustments to reflect changes in these estimates and assumptions from time to time. Adjustments related to changes in estimates are reflected in our results of operations in the period in which those estimates cha nged.

Our “critical” accounting policies are those policies that we believe to be most sensitive to estimates and judgments. These policies are more fully described in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2009 and Note 3 to our audited consolidated financial statements contained in that report. There have been no material changes to these policies since the most recent year end.

Results of Operations

Despite continued pricing pressure in our Insurance Services segment over the last several years, improvements in the terms of our reinsurance contracts coupled with continued favorable prior year reserve development allowed us to deliver solid results from this operating segment for the three and nine months ended September 30, 2010. As a result of continued favorable development in the claim environment post-tort reform and increased competition, we lowered our rates on renewing business approximately 3% on average during the nine months ended September 30, 2010 as compared to approximately 4% for the nine months ended September 30, 2009. The 2010 reductions were the result of negotiated discounts to retain certain group practices with favorable loss histories. Policyholder retention declined during the current quarter ended September 30, 2010 as a result of competitive pricing. Policyholder retention for the first nine months of 2010 was approximately 86% as compared to 91% during the first nine months of 2009. We have seen continued competition by existing professional liability carriers. Many of these carriers have been aggressive in seeking new business and are willing to compete on price. As a result of this increased competition, we continue to be faced with price pressure on both existing renewals and new business. As a result of these market forces, we expect to continue to face extensive competition throughout the remainder of 2010 and continuing into 2011, but will continue to price insurance products at rates we believe are adequate for the risks assumed.

Furthermore, even though reported claims remain at historically low levels and claim severity payment patterns have been better than anticipated, we increased loss and loss adjustment expenses by $2,171,000 to $35,870,000 for the nine months ended September 30, 2010 for the 2010 accident year as compared to $33,699,000 for the 2009 accident year for the nine months ended September 30, 2009. This increase reflects additional policyholders from 6,401 as of September 30, 2009 to 6,619 as of September 30, 2010 resulting in additional loss exposures over this time period; higher reinsurance retention levels; and our recent entry into new geographic markets with a shift to higher policy limits.

31

The following table sets forth selected historical financial and operating data for the Company. The selected income statement data below for the three and nine months ended September 30, 2010 and 2009 is derived from our consolidated unaudited financial statements included herein which management believes incorporate all of the adjustments necessary for the fair presentation of the financial condition and results of operations for such periods and have been prepared in accordance with GAAP. Actual financial results through September 30, 2010 may not be indicative of future financial performance.

Selected Consolidated Financial and

Operating Data of American Physicians Service Group, Inc.

(in thousands, except per share and ratio data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Income Statement Data:
Gross premiums written	$	17,782	$	21,446	$	50,862	$	53,668
Premiums ceded		(243)		676		(496)		1,339
Net premiums written		17,539		22,122		50,366		55,007
Net premiums earned		16,142		17,595		48,322		50,877
Investment income, net of investment expenses		2,268		2,351		6,989		7,358
Net realized capital gains (losses) and OTTI		(110)		(88)		(31)		(2,597)
Other revenue		33		70		105		172
Total revenues		18,333		19,928		55,385		55,810
Losses and loss adjustment expenses		4,228		6,421		16,043		19,339
Other underwriting expenses		2,804		3,079		8,541		8,866
Change in deferred acquisition costs		(57)		(331)		(91)		(248)
General and administrative expenses		2,864		1,358		5,914		3,788
Total expenses		9,839		10,527		30,407		31,745
Income from continuing operations		8,494		9,401		24,978		24,065
Income tax expense		3,392		3,139		8,981		8,270
Net income from continuing operations		5,102		6,262		15,997		15,795
Net income (loss) from discontinued operations, net of tax		(200)		180		(367)		298
Net income	$	4,902	$	6,442	$	15,630	$	16,093
Diluted weighted average shares outstanding		6,936		6,989		6,950		7,073
Diluted earnings per common share	$	0.71	$	0.92	$	2.25	$	2.28
Underwriting Ratios:
Loss ratio (1)
Current accident year		70%		63%		74%		66%
Prior accident years		-44%		-27%		-41%		-28%
Calendar year		26%		36%		33%		38%
Expense ratio (2)		17%		16%		17%		17%
Combined ratio (3)		43%		51%		51%		55%

(1) Loss ratio is defined as the ratio of losses and loss adjustment expenses to net premiums earned.

(2) Expense ratio is defined as the ratio of other underwriting expenses and net change in deferred acquisition costs to net premiums earned.

(3) Combined ratio is the sum of the loss ratio and the expense ratio

32

(in thousands)	September 30,		December 31,
	2010		2009
Balance Sheet Data:
Cash and cash equivalents and investments	$	268,867	$	259,338
Premiums receivable		16,817		15,678
Reinsurance recoverables		6,416		9,682
All other assets		15,770		15,074
Total Assets	$	307,870	$	299,772
Reserve for losses and loss adjustment expenses	$	85,842	$	88,668
Unearned premiums		38,385		36,341
Manditorily redeemable preferred stock		-		6,679
All other liabilities		9,810		8,874
Total Liabilities		134,037		140,562
Total Stockholders'  Equity		173,833		159,210
Total Liabilities & Stockholders' Equity	$	307,870	$	299,772

The discussion that follows should be read in connection with the unaudited Consolidated Financial Statements and Notes thereto included elsewhere in this report.

Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

Condensed income statement data for the three months ended September 30, 2010 and 2009 are included in the following table:

(in thousands except per share data and percentages)	Three Months ended September 30,
	2010		2009		Change		% Change
Revenues	$	18,333	$	19,928	$	(1,595)	-8%
Net income from continuing operations		5,102		6,262		(1,160)	-19%
Net income (loss) from discontinued operations		(200)		180		(380)	-211%
Net Income		4,902		6,442		(1,540)	-24%
Diluted Net Income Per Share	$	0.71	$	0.92	$	(0.21)	-23%

Further explanation for the quarter over quarter variances are described below.

Premium related income statement data for the three months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Three Months ended September 30,
	2010		2009		Change		% Change
Gross premiums written	$	17,782	$	21,446	$	(3,664)	-17%
Premium ceded:
Current year		(533)		(521)		(12)	2%
Prior year		290		1,197		(907)	-76%
Net premiums ceded		(243)		676		(919)	-136%
Net premiums earned	$	16,142	$	17,595	$	(1,453)	-8%

Gross Premiums Written

Gross premiums written decreased $3,664,000 (17%) to $17,782,000 for the three months ended September 30, 2010 from $21,446,000 for the three months ended September 30, 2009. The primary causes for this decrease were due to continued rate decreases on renewal business which, on average decreased 3% for the current quarter as a result of competitive pricing pressures, lower new written business of $941,000 for the current year quarter as compared to $1,410,000 of new business for the prior year quarter and policyholder retention of approximately 78% for the quarter ended September 30, 2010 as compared to 88% for the prior year quarter. We anticipate that we will continue to experience competitive pricing pressures.

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Premiums Ceded

Premiums ceded increased $919,000 (136%) to $(243,000) for the three months ended September 30, 2010 from $676,000 for the three months ended September 30, 2009. The reinsurance contracts we utilized from 2002 through 2008 were variable premium treaties that have various minimum and maximum rates. The actual premium rate is dependent upon the ultimate losses ceded to the reinsurer under the related treaty. The increase in premiums ceded of $919,000 is primarily the result of recognizing $290,000 in favorable development on these variable premium treaties during the current year quarter as compared to recognizing $1,197,000 in favorable development during the prior year quarter. The favorable development reflects reductions in our estimates of claim severity and loss experience as a result of claim closures at less than reserved amounts driven by better than expected trends in claims severity coupled with relatively stable payment patterns in the rein surance layer. Effective January 1, 2009, we changed our reinsurance treaty such that we retained the first $1,000,000 of any loss occurrence. The 2009 reinsurance contract is a fixed-rated treaty and provides 100% coverage in excess of our retention of $1,000,000 with a $5,000,000 aggregate limit. The 2010 reinsurance agreement is a fixed-rated treaty and provides 100% coverage in excess of our retention of $750,000 up to $1,000,000 with an additional retention of 10% of claims for policy limits that are greater than $1,000,000 with no aggregate limit. We are retaining this additional risk in the reinsurance layer in order to lower our ceding costs based on decreases in claims. Due to the increased retention, the 2009 and 2010 ceded premium rates are lower which resulted in $533,000 in 2010 treaty year ceded premiums versus $521,000 for the same period in 2009. The 2009 and 2010 treaties provide us with coverage against large losses and multiple claims arising from a single event, as well as excess pol icy limit coverage. While we anticipate that the 2009 and 2010 treaties will reduce our ceded premiums as a percentage of direct premiums earned, thus resulting in a relative increase in net premiums written and earned, the overall impact on earnings is uncertain as the frequency and severity of losses in future periods is not yet known.

Net Premiums Earned  

Net premiums earned decreased by $1,453,000 (8%) to $16,142,000 from $17,595,000 for the three months ended September 30, 2010 as compared to the same period in 2009. Net earned premiums were lower primarily due to lower favorable development recognized on the 2002 through 2008 variable premium reinsurance treaties during the current quarter as compared to the prior year quarter as well as continued rate decreases, lower new business written and lower policyholder retention.

Investment Income

Investment income statement data for the three months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Three Months Ended September 30,
	2010		2009		Change		% Change
Investment income:
Fixed Maturities	$	2,260	$	2,300	$	(40)	-2%
Equity Securities		100		119		(19)	-16%
Short-term investments and other		53		30		23	77%
Finance charges on premiums receivable		25		40		(15)	-38%
Structured annuity		19		18		1	6%
Total investment income	$	2,457	$	2,507	$	(50)	-2%
Investment expense		189		156		33	21%
Net investment income	$	2,268	$	2,351	$	(83)	-4%

Investment income, net of investment expenses, decreased by $83,000 (4%) to $2,268,000 from $2,351,000 for the three months ended September 30, 2010 as compared to the same period for 2009. The proceeds from the sale of approximately $17,288,000 of non-agency CMOs in 2009 and additional cash generated from operations have been reinvested generally in high quality investment grade fixed income securities with short maturity dates and lower yields. We shortened maturities to continue to focus on preservation of principal over yield during the economic crisis.  In addition, interest rates on money market funds continue to remain at historically low levels. This rebalancing of our fixed income investment portfolio resulted in a corresponding decrease in investment income for the three months ended September 30, 2010 as compared to the same period in 2009 even though our investment portfolio continues to grow.  

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Net Realized Capital Gains (Losses) and Other-Than-Temporary Impairments  

Net realized capital gains and losses data for the three months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Three Months ended September 30,
	2010		2009		Change		% Change
Gross realized gains	$	394	$	298	$	96	32%
Gross realized (losses)		(47)		(148)		101	68%
Other -than-temporary impairment (losses)		(457)		(238)		(219)	-92%
Net realized gains (losses) and OTTI	$	(110)	$	(88)	$	(22)	-25%

Net realized capital losses including other-than-temporary impairments (“OTTI”) were $110,000 for the three months ended September 30, 2010, as compared to a net loss of $88,000 for the three months ended September 30, 2009. OTTI losses increased $219,000 primarily due to additional write-downs in OTTI for the current quarter as a result of further declines in non-agency CMOs. The increase in gross realized gains of $96,000 and the decrease in gross realized losses of $101,000 are primarily attributable to improved performance in the equity markets for the three months ending September 30, 2010 as compared to the same period in 2009.

Loss and Loss Adjustment Expenses  

Loss and loss adjustment expenses for the three months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Three Months ended September 30,
	2010		2009		Change		% Change
Losses and loss adjustment expenses:
Current accident year	$	11,312	$	11,183	$	129	1%
Prior accident years		(7,084)		(4,762)		(2,322)	49%
Calendar year	$	4,228	$	6,421	$	(2,193)	-34%

Loss and loss adjustment expenses for the three months ended September 30, 2010 decreased by $2,193,000 (34%) to $4,228,000 from $6,421,000 for the three months ended September 30, 2009. The decrease of $2,193,000 is primarily the result of higher favorable development of $2,322,000 (49%) on prior year losses for the three months ended September 30, 2010 as compared to the same period in 2009. For the three months ended September 30, 2010, current accident year loss and loss adjustment expenses totaled $11,312,000, an increase of $129,000 (1%) over the prior current year comparable quarter. We increased the current accident year estimated losses based on 85 new claims reported during the current quarter for the 2010 accident year and the increase in loss exposures associated with the growth in policyholders at September 30, 2010 and our recent entry into new geographic markets with a shift to higher policy limits. Prior year losses developed favorabl y by $7,084,000 as a result of reductions in our estimates of claims severity, principally the 2002 through 2009 accident years, driven by closure of 97 claims during the period. For the three months ended September 30, 2009, current accident year loss and loss adjustment expenses were $11,183,000 based on 100 claims reported and a policyholder head count of 6,401 and there was $4,762,000 of favorable development on prior years’ claims. The favorable development experienced during these periods, is the result of better than expected trends in paid loss severity and a lower number of claims closed with indemnity than anticipated. The positive effects of tort reform in Texas on average claim severity has resulted in continued favorable development of reserves and improved claim development patterns. During the quarter we continued to favorably settle a significant number of post-tort reform claims at below the reserved amounts. The historically low levels of reported claims in recent years would typi cally be indicative that those claims still being reported are of a more meritorious nature.  Accordingly, the actuarial projection of ultimate losses includes an assumption that those claims closed in future periods with damages should be increasing.  However, the trend of increasing paid claim frequency has not materialized. As a result, the actuarial projection of ultimate losses pertaining to prior accident years has decreased, resulting in favorable prior year development.  

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Other Underwriting Expenses and Net Change in Deferred Acquisition Costs

Other underwriting expenses and net change in deferred acquisition costs for the three months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Three Months ended September 30,
	2010		2009		Change		% Change
Salaries and related benefits	$	729	$	577	$	152	26%
Incentive compensation		326		(95)		421	443%
Commission expense		858		1,394		(536)	-38%
Premium taxes		198		366		(168)	-46%
Professional fees		35		143		(108)	-76%
Other expenses		658		694		(36)	-5%
Total other underwriting expenses		2,804		3,079		(275)	-9%
Change in deferred acquisition costs		(57)		(331)		274	-83%
Total	$	2,747	$	2,748	$	(1)	0%

Other underwriting expenses decreased by $275,000 (9%) to $2,804,000 from $3,079,000 for the three months ended September 30, 2010 as compared to the same period in 2009. Other underwriting expenses consist primarily of salaries and related benefits, commissions to agents, premium taxes and other general underwriting expenses related to managing our Insurance Services segment. Salaries and related benefits increased $152,000 primarily due to the addition of new managerial personnel and annual merit pay increases. The increase in incentive compensation of $421,000 is due to additional accrued incentive compensation for 2010, and in the prior quarter for 2009, approximately $342,000 was reclassified from underwriting expenses to general and administrative expenses. Commission expense to agents decreased $536,000 due to lower written premium of $3,664,000 and also due to certain policyholders paying the agents on a direct basis as opposed to API paying the a gents. Premium taxes decreased $168,000 due to lower written premium and a refund received from the Texas Department of Insurance for unused guaranty funds. Professional fees which consists primarily of actuarial and accounting services decreased $108,000. The prior year actuarial fees included rate studies which were not incurred during the current year quarter. The net change in deferred acquisition costs, which is comprised of the change in deferred and amortized commissions paid to agents on new and renewal business and deferred and amortized premium taxes, increased for three months ended September 30, 2010 by $274,000 to $(57,000) from $(331,000) for the comparable period in 2009 due to the amortization of prior deferred expenses exceeding new costs capitalized.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Three Months Ended September 30,
	2010		2009		$ Change		% Change
Payroll and Benefits	$	534	$	405	$	129	32%
Incentive Compensation		777		600		177	30%
Board Compensation and Fees		320		64		256	400%
Options and Other Compensation		25		19		6	32%
Legal and Professional Fees		702		76		626	824%
Interest and Dividends		463		87		376	432%
Other		43		107		(64)	-60%
Total General and Administrative Expenses	$	2,864	$	1,358	$	1,507	111%

General and administrative expenses for the three months ended September 30, 2010 increased $1,507,000 (111%) compared to the same period in 2009. Payroll and benefits increased $129,000 (32%) in the current period due primarily to non-recurring healthcare benefit reimbursements for an officer of the Company. Incentive compensation expenses and board compensation expenses increased $177,000 (30%) and $256,000 (400%), respectively, for the three months ended September 30, 2010 compared to the same period in 2009 due to cash incentive compensation in lieu of deferred stock awards for 2010. Legal and professional fees increased $626,000 (824%) due primarily to fees associated with the pending merger with ProAssurance. Finally, interest and dividends increased 376,000 (432%) in the three months ended September 30, 2010 compared to the same period in 2009 as a result of the redemption of our redeemable preferred stock.

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Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Condensed income statement data for the nine months ended September 30, 2010 and 2009 are included in the following table:

(in thousands except per share data and percentages)	Nine Months ended September 30,
	2010		2009		Change		% Change
Revenues	$	55,385	$	55,810	$	(425)	-1%
Net income from continuing operations		15,997		15,795		202	1%
Net income (loss)from discontinued operations		(367)		298		(665)	-223%
Net income		15,630		16,093		(463)	-3%
Diluted net Income Per Share	$	2.25	$	2.28	$	(0.03)	-1%

Further explanation for the nine months over nine months variances are described below.

Premium related income statement data for the nine months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Nine Months ended September 30,
	2010		2009		Change		% Change
Gross premiums written	$	50,862	$	53,668	$	(2,806)	-5%
Premium ceded:
Current year		(1,563)		(1,538)		(25)	2%
Prior year		1,067		2,877		(1,810)	-63%
Net premiums ceded		(496)		1,339		(1,835)	-137%
Net premiums earned	$	48,322	$	50,877	$	(2,555)	-5%

Gross Premiums Written

Gross premiums written decreased $2,806,000 (5%) to $50,862,000 for the nine months ended September 30, 2010 from $53,668,000 for the nine months ended September 30, 2009. The primary causes for this decrease were due to continued rate decreases on renewal business which, on average decreased 3% for the current nine month period as a result of competitive pricing pressures, lower new written business of $4,505,000 for the current nine month period as compared to $6,233,000 of new business for the prior year nine month period and policyholder retention of approximately 86% for the nine months ended September 30, 2010 as compared to 91% for the prior year nine month period. While API increased its number of policyholders to 6,619 at September 30, 2010 from 6,401 at September 30, 2009, included in the 6,619 policyholder headcount were a number of physician groups written which also included coverage for other healthcare providers including physician extender s and other clinical support staff. Due to a much lower risk profile, the premiums for these additional clinical support personnel are substantially lower than the premiums charged to physicians.

Premiums Ceded

Premiums ceded expenses increased $1,835,000 from $1,339,000 for the nine months ended September 30, 2009 to $(496,000) for the nine months ended September 30, 2010. The increase was primarily the result of lower prior year development under the 2002 through 2008 reinsurance treaties. The reinsurance contracts we utilized from 2002 through 2008 are variable premium treaties that have various minimum and maximum rates. The actual premium rate is dependent upon the ultimate losses ceded to the reinsurer under the related treaty. We recognized $1,067,000 in favorable prior year development for the current nine month period as compared to recognizing $2,877,000 in favorable development in the 2009 nine month period under these treaties driven by better than expected trends in claims severity coupled with relatively stable payment patterns in the reinsurance layer. Current year reinsurance premiums increased $25,000 (2%) to $1,563,000 for the nine months ended September 30, 2010 as compared to $1,538,000 for the comparable period in 2009. Effective January 1, 2009, we changed our reinsurance treaty such that we retained the first $1,000,000 of any loss occurrence. The 2010 reinsurance agreement provides for us to retain the first $750,000 of any loss occurrence. The 2009 and 2010 treaties are fixed-rate as opposed to the reinsurance contracts we utilized from 2002 through 2008 which were variable premium treaties. While we anticipate that the 2009 and 2010 treaties will reduce our ceded premiums as a percentage of direct premiums earned, thus resulting in a relative increase in net premiums written and earned, the overall impact on earnings is uncertain as the frequency and severity of losses in future periods is not yet known.  

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Net Premiums Earned  

Net premiums earned decreased by $2,555,000 (5%) to $48,322,000 from $50,877,000 for the nine months ended September 30, 2010 as compared to September 30, 2009. The decrease in net earned premiums was primarily due to lower favorable development recognized on the 2002 through 2008 variable premium reinsurance treaties during the nine month period as compared to the prior year comparable period. We recognized $1,067,000 and $2,877,000 in favorable reinsurance development for the nine month periods ended September 30, 2010 and 2009, respectively.

Investment Income

Investment income data for the nine months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Nine Months Ended September 30,
	2010		2009		Change		% Change
Investment income:
Fixed Maturities	$	6,922	$	7,230	$	(308)	-4%
Equity Securities		296		297		(1)	0%
Short-term investments and other		102		194		(92)	-47%
Finance charges on premiums receivable		81		99		(18)	-18%
Structured annuity		57		55		2	4%
Total investment income	$	7,458	$	7,875	$	(417)	-5%
Investment expense		469		517		(48)	-9%
Net investment income	$	6,989	$	7,358	$	(369)	-5%

Investment income, net of investment expenses, decreased by $369,000 (5%) to $6,989,000 from $7,358,000 for the nine months ended September 30, 2010 as compared to the same period for 2009. The proceeds from the sale of approximately $17,288,000 of non-agency CMOs in 2009 and additional cash generated from operations have been reinvested generally in high quality investment grade fixed income securities with short maturity dates and lower yields. We shortened maturities to continue to focus on preservation of principal over yield during the current economic crisis.  In addition, interest rates on money market funds continue to remain at historically low levels. This rebalancing of our fixed income investment portfolio resulted in a corresponding decrease in investment income for the nine months ended September 30, 2010 as compared to the same period in 2009 even though our investment portfolio continues to grow.

Net Realized Capital Gains (Losses) and Other-Than-Temporary Impairments  

Realized capital gains and losses data for the nine months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Nine Months ended September 30,
	2010		2009		Change		% Change
Gross realized gains	$	729	$	664	$	65	10%
Gross realized (losses)		(203)		(1,016)		813	80%
Other -than-temporary impairment (losses)		(557)		(2,245)		1,688	75%
Net realized gains (losses) and OTTI	$	(31)	$	(2,597)	$	2,566	99%

Net realized capital losses were $31,000 for the nine months ended September 30, 2010 as compared to net capital losses of $2,597,000 for the nine months ended September 30, 2009. Net realized losses decreased primarily as a result of lower OTTI losses incurred in our investments in non-agency CMOs of $452,000 for the nine months ended September 30, 2010 as compared to $1,892,000 for the same period in 2009. Gross realized losses decreased by $813,000 mainly due to our decision to lower our portfolio risk in non-agency CMOs through sales of approximately $16.6 million of these securities during the prior nine months ending September 30, 2009 incurring realized losses of $437,000 with no comparable losses during the nine months ended September 30, 2010.

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Loss and Loss Adjustment Expenses  

Loss and loss adjustment expenses for the nine months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Nine Months ended September 30,
	2010		2009		Change		% Change
Losses and loss adjustment expenses:
Current accident year	$	35,870	$	33,699	$	2,171	6%
Prior accident years		(19,827)		(14,360)		(5,467)	38%
Calendar year	$	16,043	$	19,339	$	(3,296)	-17%

Loss and loss adjustment expenses for the nine months ended September 30, 2010 decreased by $3,296,000 (17%) to $16,043,000 from $19,339,000 for the nine months ended September 30, 2009. We increased the current accident year loss and loss adjustment expenses by $2,171,000 or 6% to $35,870,000 as compared to $33,699,000 for the 2009 period. This increase was based on continued growth in loss exposures of an additional 218 policyholders from 6,401 at September 30, 2009 to 6,619 at September 30, 2010 and our recent entry into new geographic markets with a shift to higher policy limits. In addition, our prior year’s positive claim development increased by $5,467,000 from $14,360,000 of favorable development for the nine months ended September 30, 2009 to $19,827,000 of favorable development for the current year nine month period. The favorable development experienced during these periods, is the result of better than expected trends in paid loss se verity and a lower number of claims closed with indemnity payments than anticipated.

Other Underwriting Expenses and Net Change in Deferred Acquisition Costs

Other underwriting expenses and net change in deferred acquisition costs for the nine months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Nine Months ended September 30,
	2010		2009		Change		% Change
Salaries and related benefits	$	2,232	$	1,927	$	305	16%
Incentive compensation		634		331		303	92%
Commission expense		3,081		3,409		(328)	-10%
Premium taxes		769		906		(137)	-15%
Professional fees		189		299		(110)	-37%
Other expenses		1,636		1,994		(358)	-18%
Total other underwriting expenses		8,541		8,866		(325)	-4%
Change in deferred acquisition costs		(91)		(248)		157	-63%
Total	$	8,450	$	8,618	$	(168)	-2%

Other underwriting expenses decreased by $325,000 (4%) to $8,541,000 for the nine months ended September 30, 2010 from $8,866,000 for the nine months ended September 30, 2009. Other underwriting expenses consist primarily of salaries and related benefits, commissions to agents, premium taxes and other general underwriting expenses related to managing our Insurance Services segment. Salaries and related benefits increased $305,000 due to the addition of managerial personnel and merit pay increases. The increase in incentive compensation of $303,000 is related to the additional accrual for 2010. Commission expense to agents decreased by $328,000 for the nine months ended September 30, 2010 as compared to the prior year nine month period due to decreased premiums written. Premium taxes decreased $137,000 due to decreased premiums written and a refund for unused guaranty funds previously paid to the state of Texas. Professional fees decreased $110,000 due to less work performed for rate studies in 2010 as compared to 2009. Other expenses decreased based on reductions in various expense categories such as lower travel and entertainment, printing, office supplies and recruiting expenses. The net change in deferred acquisition costs, which is comprised of the change in deferred and amortized commissions paid to agents on new and renewal business and deferred and amortized premium taxes, increased for the nine months ended September 30, 2010 by $157,000 to $(91,000) from $(248,000) for the comparable period in 2009 due to the amortization of prior deferred expenses exceeding new costs capitalized.

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General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 2010 and 2009 are included in the following table:

($ in thousands)	Nine Months ended September 30,
	2010		2009		$ Change		% Change
Payroll and Benefits	$	1,402	$	1,265	$	137	11%
Incentive Compensation		1,751		1,124		627	56%
Board Compensation and Fees		570		380		190	50%
Options and Other Compensation		66		62		4	6%
Legal and Professional Fees		1,186		331		855	258%
Interest and Dividends		620		265		355	134%
Other		319		361		(42)	-12%
Total General & Administrative Expenses	$	5,914	$	3,788	$	2,127	56%

General and administrative expenses increased $2,127,000 (56%) for the nine months ended September 30, 2010 compared to the same period in 2009. Payroll and Benefits increased $137,000 (11%) due primarily to non-recurring healthcare benefit reimbursements for an officer of the Company. Incentive compensation expenses increased $627,000 (56%) and board compensation and fees increased $190,000 (50%), respectively, for the nine months ended September 30, 2010 compared to the same period in 2009 due to accruals for cash incentive compensation in lieu of deferred stock for 2010. Legal and professional fees increased $855,000 (258%) due to fees associated with the proposed merger with ProAssurance. Interest and dividends increased $355,000 (134%) due to the redemption of our redeemable preferred stock.

Liquidity and Capital Resources

The primary sources of our liquidity for the nine months ended September 30, 2010 were funds provided by insurance premiums collected, net investment income, recoveries from reinsurers and proceeds from the maturity and sale of invested assets. The primary uses of cash are losses from insurance claims, loss adjustment expenses, operating expenses, the acquisition of invested and fixed assets, reinsurance premiums, stock repurchases and dividends to shareholders.

Cash Flows. Our total cash and cash equivalents balance at September 30, 2010 was $15,330,000, a decrease of $2,947,000 (16%) in the current nine month period as net cash provided by operating activities was primarily utilized to increase our investment portfolio. Our cash flows provided by operating activities totaled $16,627,000 at September 30, 2010 on the strength of $15,630,000 in net income. Our Insurance Services segment generated the bulk of the cash received from operating activities, the result of increased premium receipts and decreased claims payouts. Our cash flows used in investing activities totaled $8,714,000 in the current nine month period primarily as a result of purchases of available-for-sale fixed maturity and equity securities in excess of proceeds from the sale of these securities. Cash used in financing activities totaled $10,860,000 for the nine months ended September 30, 2010 primarily as a result of a cash dividen d to shareholders, the redemption of all issued and outstanding shares of our redeemable preferred stock and repurchases of our common stock under our share repurchase program. For details of the amounts described above, refer to the Consolidated Statements of Cash Flows of this Form 10-Q.

Historically, we have maintained a strong liquidity position and, as a result, we have been able to satisfy our operational and capital expenditure requirements with cash generated from our operating and investing activities. These same sources of funds have also allowed us to pursue investment and expansion opportunities consistent with our growth plans. Although there can be no assurance our operating activities will provide positive cash flow in the future, we are optimistic that our working capital requirements will be met for the foreseeable future because our current cash position is very strong, with a balance of approximately $15,330,000, and a large portion of our approximate $253,537,000 investment portfolio is in short-term, highly liquid bonds and other fixed income securities.

Capital Expenditures. In April 2007 we entered into a contract with a vendor to provide us with and implement an integrated policy and claims administration system. The total capitalized expenditures for the project are anticipated to be approximately $2,500,000. Our capital expenditures for the nine months ended September 30, 2010 were $177,000 of which $120,000 were related to this software installation. We have capitalized a total of $1,893,000 since the inception of this project through September 30, 2010. We expect to incur additional capitalized expenditures of approximately $498,000 for the remainder of this project, which are expected to be funded from cash on hand over the remainder of 2010.

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Restrictions on Dividends by API. In addition to restrictions on dividends and distributions applicable to all Texas stock insurance companies, for so long as any redeemable preferred stock is outstanding, the Texas Department of Insurance prohibits API from paying dividends to us in any calendar year unless and until we have complied with our redemption and dividend payment obligations to the holders of our redeemable preferred stock for that year. Our agreement with the Texas Department of Insurance also provides that, until all of the redeemable preferred stock has been fully redeemed and all dividends have paid, API will not make aggregate annual dividends to us with respect to API’s capital stock in excess of the lesser of 10% of API’s prior year-end policyholder statutory surplus or API’s prior year statutory net income, and in no event may such distributions exceed API’s statutory earned surplus. Accordingly our su bsidiaries may not be able to pay funds to us and, even if paid such funds may not be sufficient to enable us to meet our obligations. The dividend restriction for 2008 and 2009, based on 10% of API’s prior year ended statutory surplus, was $7,717,000 and $8,804,000, respectively, and for those respective years dividends paid to us were $7,377,000 and $8,804,000. On September 24, 2010, we redeemed all issued and outstanding shares of our redeemable preferred stock and as such we have requested that the TDI remove these restrictions and believe TDI will grant the request.  For 2010, the anticipated annual dividend restriction is $10,324,000, based on 10% of 2009 year-end statutory surplus, and, through the date of the redemption, $9,324,000 of dividends were paid to us.

Other Significant Balance Sheet Items

We maintain a portion of our investment portfolio in short-term securities and cash to meet short-term operating liquidity requirements, including the payment of losses and loss expenses. We also invest a substantial part of our cash flow from operations principally in bonds/fixed maturities securities. We plan to continue our emphasis on fixed maturities investments.

Cash and cash equivalents and invested assets totaled $268,867,000 and $259,338,000 at September 30, 2010 and December 31, 2009, respectively. Cash and cash equivalents and invested assets represent 87% and 86% of our total assets for the same respective periods. We believe that a majority of our short-term and fixed maturity securities are readily marketable, and that our invested assets have scheduled maturities in line with our projected cash needs.

Reinsurance recoverables decreased by $2,481,000 (28%) to $6,416,000 at September 30, 2010 from $8,897,000 primarily as a result of increased retention levels in our 2009 and 2010 reinsurance contracts as discussed in Note 7 to the consolidated financial statements included herein.

In addition to an adjustment to premiums ceded, estimates of ultimate reinsurance ceded premium amounts compared to the amounts paid on a provisional basis give rise to a balance sheet asset classified as “Other Amounts Receivable Under Reinsurance Contracts” or a balance sheet liability classified as “Funds Held Under Reinsurance Treaties.” Furthermore, each retrospective treaty requires a 24 or 36 month holding period before any premium adjustments or cash can be returned or paid. The ultimate settlement amount is not determined until all losses have been settled under the respective treaties. As of September 30, 2010, we have recorded a balance sheet liability, “Funds Held Under Reinsurance Treaties” of $2,410,000, which represent the differences between the estimates of ultimate reinsurance premiums ceded amounts for the 2002 through 2008 treaty years as compared to the amounts paid on a provisional basis.

Federal income tax receivable increased $3,555,000 to $4,178,000 at September 30, 2010 from $623,000 at December 31, 2009. The increase reflects payments for 2010 taxes in excess of our current accrued tax liability, and amounts receivable for a bad debt deduction related to credit impairments on certain non-agency CMOs.

Deferred tax assets decreased $2,898,000 (48%) to $3,117,000 at September 30, 2010 from $6,015,000 at December 31, 2009 primarily due to an increase in the tax effect of net unrealized gains in our investment portfolio. The change in unrealized gains, net of losses was primarily due to improvements in market conditions.

Trade payables increased $2,022,000 (2,151%) to $2,116,000 at September 30, 2010 from $94,000 at December 31, 2009 primarily due to the purchase of available-for-sale securities at the end of August but which did not settle until early October 2010.

Accrued expenses and other liabilities decreased $1,116,000 (18%) to $5,255,000 at September 30, 2010 from $6,371,000 at December 31, 2009, as a result of a decrease in the amount of advance premiums received during the September quarter as compared to the December quarter. January is normally a much larger month for renewals as compared to October, therefore resulting in a lower amount of advance premium receipts in September.

Adoption of Recent Accounting Pronouncements

The effects of new accounting pronouncements are described in Note 2 to the unaudited consolidated financial statements included elsewhere in this report. Such information is incorporated herein by reference.

41

Off Balance Sheet Arrangements

There were no off-balance sheet arrangements as of September 30, 2010.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are principally exposed to three types of market risk related to our investment operations, including credit risk, interest rate risk, and equity price risk. The term market risk refers to the risk of a loss arising from adverse changes in market rates and prices such as interest rates, credit risk, equity prices and foreign currency exchange rates.

We invest our assets primarily in fixed maturity securities, which as of September 30, 2010 and December 31, 2009 comprised approximately 90% and 87%, respectively, of total investments, including unrestricted cash balances, at market value. As of September 30, 2010 and December 31, 2009, the fair value of investments in fixed maturity securities was $241,112,000 and $226,583,000, respectively. The increase in fixed income maturities is primarily the result of the purchase of additional fixed maturity securities through cash received from operations. Our intent is to continue to focus on preservation of principal over yield during the current economic crisis.

The fixed income maturities consist predominately of investment grade U.S. government agency and non-agency CMOs and U.S. government agency mortgage-backed bonds for the purpose of generating ample cash flow to meet claim funding requirements while maintaining a reasonable investment yield.  

We have exposure to credit risk primarily as a holder of fixed income securities. We control this exposure by emphasizing investment grade quality in the fixed income securities we purchase. At September 30, 2010 and at December 31, 2009, substantially all of our fixed income portfolio consisted of investment grade securities. We believe that this concentration of investment grade securities limits our exposure to credit risk on our fixed income investments. The financial environment globally and in the United States has recently experienced significant volatility. While we experienced recent increases in the fair market value of our investment portfolio, our investment holdings have been affected by these current poor economic conditions and recent changes in the financial and credit markets, and we rely on the investment income produced by our investment portfolio to contribute to our profitability. Future changes in interest rates and credit quali ty caused by a continued market downturn will likely result in fluctuations in the income derived from, the valuation of, and in the case of declines in credit quality, payment defaults on, our fixed maturities securities, which could have a material adverse affect on our financial condition, liquidity or results of operations.  

Our investment portfolio is also subject to credit and cash flow risk, including risks associated with our investments in mortgage-backed securities. Because our investment portfolio is the largest component of our consolidated balance sheet, further deterioration of the economy and the financial and credit markets could result in additional other-than-temporary-impairments (“OTTI”) that could be material to our financial condition and operating results. For examples, such economic changes could arise from overall changes in the financial markets or specific changes to industries, companies or municipalities in which we maintain our investment holdings. Also, in periods of market illiquidity and instability such as the current financial crisis, the fair value of our investments is more difficult to estimate, could result in assessments of fair value greater or less than amounts received in actual transactions and may have unforeseen consequences that we are currently unable to predict. Volatile or illiquid markets increase the likelihood that such assumptions may not behave in historically predictable manners, resulting in fair value estimates that are overstated compared with actual amounts that could be realized upon disposition or maturity of the security. For additional discussion of our fixed maturities securities including our non-agency collateralized mortgage obligations (“CMOs”) and related OTTI as well as our fair value measurements, see Notes 3 and 5 to our unaudited consolidated financial statements included herein.

The value of the fixed income maturities are also subject to interest rate risk. As market interest rates decrease, the fair value of our fixed maturity portfolio increases with the opposite holding true in rising interest rate environments. All of our fixed maturities securities are designated as available-for-sale and, accordingly, are presented at fair value on our balance sheets. Fixed rate securities may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates. We believe we are in a position to hold our fixed income investments until maturity if we elect to do so.

Equity securities comprised approximately 4% and 5% of total investments, including unrestricted cash, at market value as of September 30, 2010 and December 31, 2009, respectively. As of September 30, 2010 and December 31, 2009, the fair value of investments in equity securities was $10,835,000 and $12,944,000, respectively.

42

Equity securities are subject to equity price risk, which is defined as the potential for loss in market value due to a decline in equity prices. The value of common stock equity investments is dependent upon the general conditions in the securities markets and the business and financial performance of the individual companies in the portfolio. Values are typically based on future economic prospects as perceived by investors in the equity markets. We regularly review the carrying value of our investments and identify and record losses when events and circumstances indicate that such declines in the fair value of such assets below our accounting basis are other-than-temporary. We recorded $105,000 in write-downs on equity securities for the nine months ended September 30, 2010 as a result of these equities having OTTI.

The remainder of the investment portfolio consists of cash, money market funds and highly liquid short-term investments.

As mentioned above, our invested assets are subject to interest rate risk and equity price risk. The following table presents the effect as of September 30, 2010 on current estimated fair values of the fixed maturity securities available-for-sale and equity securities assuming a 100-basis point (1%) increase in market interest rates and a 10% decline in equity prices.

	Carrying Value		Estimated Fair Value at Current Market Rates/Prices		Estimated Fair Value at Adjusted Market Rates/Prices (1)
			(in thousands)
Interest rate risk:
Fixed maturities available-for-sale	$	241,112	$	241,112	$	234,602
Equity price risk:
Equity securities	$	10,835	$	10,835	$	9,752
						&nb sp;

(1)

Adjusted rates assume a 1% increase in market rates for fixed rate securities and a 10% decline in equity market values.

For all our financial assets and liabilities, we seek to maintain reasonable average durations, consistent with maximizing income, without sacrificing investment quality and providing for liquidity and diversification.

The estimated fair values at current market rates for financial instruments subject to interest rate risk and equity price risk in the table above are the same as those included elsewhere herein. The estimated fair values are calculated using simulation modeling based on the most likely outcome, assuming a 1% shift in interest rates.

This sensitivity analysis provides only a limited, point-in-time view of the market risk sensitivity of certain of our financial instruments. The actual impact of market interest rate and price changes on the financial instruments may differ significantly from those shown in the sensitivity analysis. The sensitivity analysis is further limited, as it does not consider any actions that we could take in response to actual and/or anticipated changes in interest rates and equity prices.

We are also subject to credit risk with respect to our reinsurers. Although our reinsurers are liable to us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have reinsured. As a result, reinsurance agreements do not limit our ultimate obligations to pay claims to policyholders and we may not recover claims made to our reinsurers. The ultimate effects of the recent market volatility, credit crises, and overall economic downturn may have unforeseen consequences on the credit quality, liquidity and financial stability of the reinsurers with which we do business. As recent market experience indicates, such deteriorations in financial condition can occur rapidly, leaving us unable to react to such a scenario in a prudent manner consistent with orderly markets. This in turn could adversely affect our financial condition, liquidity or results of operations. For additional discussion of our reinsurers and related r einsurance recoverable, see Note 7 to the unaudited consolidated financial statements included herein.

43

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure material information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Disclosure Committee and management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2010.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

44

PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are involved in various claims, legal actions and regulatory inquiries that have arisen out of the conduct of our business. See a further discussion of litigation matters in Note 11 of the Notes to our unaudited Consolidated Financial Statements contained herein.

ITEM 1A.  RISK FACTORS

On August 31, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ProAssurance Corporation (“ProAssurance”) and CA Bridge Corporation, a wholly-owned subsidiary of ProAssurance (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”) and the Company will survive as a wholly-owned subsidiary of ProAssurance. As a result of the proposed Merger, there are a number of factors, many beyond our control, which may cause results to differ significantly from our expectations. You should consider carefully these risks together with all of the other information included in this report and the documents that we have incorporated by reference, and the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the period ended December 31, 2009, which could materially affect our business, financial condition or future results. Th e risks described in this report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could have a material adverse effect on our business, financial condition and results of operations.

There may be significant delays in the expected completion of the Merger, or the Merger may not close at all.

The completion of the proposed Merger with ProAssurance is subject to customary conditions, including, without limitation, regulatory and APS shareholder approval of the Merger.  Required governmental approvals of the Merger, including approval by the Texas Department of Insurance, may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger.  Further, our shareholders may fail to approve the Merger.  In addition, developments in or the outcome of any legal proceedings instituted against us and others in connection with the proposed Merger could delay the expected completion of the Merger.  It is possible that factors outside of our control could require the parties to complete the proposed Merger at a later time or not to complete it at all. There is no assurance that all of the various conditions to closing will be satisfied so that the Merger closes.

There are significant costs, fees, expenses and charges related to the Merger, and failure to complete the Merger could result in the incurrence of additional costs, which could have a material adverse effect on our business, financial condition and results of operations.

If the proposed Merger is not completed for any reason, we will still be obligated to pay the expenses incurred in connection with the Merger, including the fees and expenses of our legal advisors, financial advisors and proxy solicitor, and printing fees and expenses.  Also, if the Merger Agreement is terminated under certain circumstances, we could have to pay an $8,500,000 termination fee to ProAssurance.  Further, if the Merger is not completed, the trading price of our common stock may decline, to the extent that the current market prices reflect a market assumption that the Merger will be completed.  Also, Company management may be focused on completing the Merger instead of pursuing other opportunities that could have been beneficial to the Company or focusing on the day-to-day management of the Company.  Any of these events could have a negative impact on the Company’s results of operations and financial condition and coul d adversely affect the price of its common stock.

Business uncertainty and contractual restrictions that exist during the pendency of the Merger could have a material adverse effect on our business, financial condition and results of operations.

The effect of the announcement of the Merger on our customer relationships, operating results and business generally is uncertain.  Our businesses and operations may be harmed to the extent that third parties, such as customers, brokers and agents, do not support the Merger, believe that the level of service they expect from us could change as a result of the Merger, are uncertain about the future direction or strategy of the Company or are uncertain about the future of management or employees at the Company with whom they have relationships.  Any of these uncertainties could have a negative impact on the Company’s results of operations and financial condition and could adversely affect the price of its common stock.

45

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

Items 2(a) and (b) are not applicable.

(c)  Stock Repurchases for the three months ended September 30, 2010:

Period	Total Number of shares Purchased (1)		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May yet be Purchased under the Plans or Programs (2)
July 2010	-	$	-	-	$	5,539,000
August 2010	-	$	-	-	$	5,539,000
September 2010	-	$	-	-	$	5,539,000

(1)

No shares were purchased during the quarter.

(2)

Our original $2,000,000 stock repurchase program was announced August 17, 2004 and was increased on seven subsequent occasions, most recently increased by $5,000,000 on June 3, 2010. As of September 30, 2010, we had a maximum dollar value of $5,539,000 remaining for the future purchase of shares under the stock repurchase program.

Our open market stock repurchases are made in reliance upon Rule 10b-18 of the Exchange Act safe harbor from certain market manipulation claims for purchases by an issuer of its own common stock. Under this rule, we may not open trading in our shares, may not trade in the last thirty minutes of the trading session, may bid no more than the current bid or last trade, and may purchase no more in a single day than 25% of the average daily trading volume for the last four calendar weeks, unless certain rules for larger block trades are followed. Our stock option plan allows us to accept shares owned by an optionee immediately prior to the exercise of an option in payment for the option exercise. Additionally, we consider unsolicited offers to sell shares back to us and make a decision on purchasing them based on the price and our business needs at the time of the offer. We give priority in our repurchases to shares offered in option exercises, followed by ope n market purchases and finally unsolicited offers from shareholders. We do not reissue any shares acquired in repurchases, instead canceling them upon acquisition.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4.  (REMOVED AND RESERVED)

ITEM 5.  OTHER INFORMATION

Not Applicable

ITEM 6.  EXHIBITS

2.1

Agreement and Plan of Merger by and among ProAssurance Corporation, CA Bridge Corporation and American Physicians Service Group, Inc., dated August 31, 2010 (1)

31.1

Section 302 Certification of Chief Executive Officer (2)

31.2

Section 302 Certification of Chief Financial Officer (2)

32.1

Section 906 Certification of Chief Executive Officer (2)

32.2

Section 906 Certification of Chief Financial Officer (2)

99.1

Investment Holdings Listing as of September 30, 2010 (2)

____________

(*)

Denotes Executive Compensation plans and arrangements.

(1)

Filed as an Exhibit to the Current Report on Form 8-K of the Company dated September 1, 2010 and incorporated herein by reference.

(2)

Filed herewith.

46

Signature

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.

	American Physicians Service Group, Inc.
Date:  November 3, 2010	/s/ Marc J. Zimmermann
	Marc J. Zimmermann, Chief Financial Officer

47

EX-31

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATION

I, Kenneth S. Shifrin, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of American Physicians Service Group, Inc.;

2.

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;

3.

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;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(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;

(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;

(c)

evaluated the effectiveness of the registrant’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

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(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’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 3, 2010	/s/ Kenneth S. Shifrin
	Kenneth S. Shifrin
	Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATION

I, Marc J. Zimmermann, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of American Physicians Service Group, Inc.;

2.

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;

3.

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;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(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;

(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;

(c)

evaluated the effectiveness of the registrant’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

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(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’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 3, 2010	/s/ Marc J. Zimmermann
	Marc J. Zimmermann
	Chief Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Physicians Service Group, Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ Kenneth S. Shifrin	November 3, 2010
Kenneth S. Shifrin Chief Executive Officer	Date

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Physicians Service Group, Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ Marc J. Zimmermann	November 3, 2010
Marc J. Zimmermann Chief Financial Officer	Date

EX-99

Exhibit 99.1

APSG Securities Held

September 30, 2010

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
Treasuries
912827-7B-2	US Treasury Note	500,000.00	$	500,410	$	520,800
912828-EM-8	US Treasury Note	1,000,000.00		999,503		1,005,270
912828-FD-7	US Treasury Note	1,000,000.00		999,667		1,026,950
912828-FN-5	US Treasury	300,000.00		300,803		311,460
912828-GM-6	US Treasury Note	1,000,000.00		998,168		1,062,540
912828-GU-8	US Treasury Note	1,000,000.00		996,401		1,072,730
912828-HW-3	US Treasury Inflation Protection	11,900,000.00		11,935,887		12,603,083
	Total Treasuries:	16,700,000.00		16,730,839		17,602,833
Agencies
3128X8-QY-1	FHLMC Agency Note NC	2,500,000.00		2,501,235		2,506,725
3133XH-RK-0	FHLB Agency Note NC	1,000,000.00		993,592		1,050,310
3133XL-HQ-9	FHLB Agency Note NC	2,000,000.00		2,000,723		2,070,000
3133XT-L7-9	FHLB Agency Note NC	3,000,000.00		2,999,956		3,007,500
31359M-ZL-0	FNMA Agency Note NC	1,000,000.00		1,006,717		1,009,690
3136FM-X8-2	FNMA Agency Note DC	2,500,000.00		2,500,021		2,503,900
31398A-TZ-5	FNMA Agency Note NC	1,000,000.00		1,000,449		1,000,940
	Total Agencies:	13,000,000.00		13,002,693		13,149,065
Corporate Bonds
001957-BC-2	AT&T Corp. NC	2,500,000.00		2,645,416		2,677,500
00209A-AE-6	AT&T Wireless NC	1,000,000.00		1,020,142		1,029,850
002819-AA-8	Abbott Laboratories NC	1,000,000.00		1,017,673		1,094,150
00724F-AA-9	Adobe Systems Inc. NC	1,000,000.00		1,003,928		1,046,420
020039-DB-6	AllTel Corp. NC	630,000.00		685,424		693,095
026609-AM-9	American Home Products S/U NC	2,000,000.00		2,041,057		2,058,260
053807-AM-5	Avnet Inc. NC	570,000.00		604,050		628,568
05565Q-BL-1	BP Capital Markets NC	1,000,000.00		1,026,854		1,034,460
06048W-BN-9	Bank of America Corp. Fxd/Fltr. NC	1,500,000.00		1,464,822		1,488,750
06050B-AA-9	Bank of America Corp NC*	2,000,000.00		2,064,462		2,083,980
06050B-AG-6	Bank of America Corp NC*	1,000,000.00		1,004,276		1,024,640
064244-AA-4	Bank of the West NC*	1,000,000.00		1,007,064		1,024,720
06740P-CM-6	Barclays Bank PLC NC Fltr.	2,000,000.00		1,950,791		1,969,180
084423-AQ-5	Berkley Corporation NC	1,000,000.00		1,037,072		1,162,510
084664-AD-3	Berkshire Hathaway Fin NC	1,000,000.00		1,003,585		1,100,200
084670-AZ-1	Berkshire Hathaway Inc. NC	1,000,000.00		1,000,711		1,009,120
086516-AJ-0	Best Buy Co. NC	500,000.00		489,680		559,190
14912L-2Y-6	Caterpillar Fin Serv Corp NC	500,000.00		500,888		588,220
14912L-4D-0	Caterpillar Fin Service Corp NC	1,000,000.00		1,152,187		1,267,850
156700-AA-4	Century Tel Inc. NC	1,000,000.00		1,002,601		1,001,470
17290C-AB-2	CitiGroup Inc. NC	1,000,000.00		1,000,485		1,020,860
17313Y-AB-7	CitiGroup Funding Inc. NC*	3,200,000.00		3,204,268		3,223,104
17313Y-AC-5	Citigroup Funding, Inc. NC*	3,000,000.00		2,998,680		3,021,120
17314J-AN-3	CitiBank NA NC*	4,000,000.00		4,006,906		4,037,400

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
Corporate Bonds (continued)
17314J-AT-0	CitiBank NA NC*	1,500,000.00		1,513,464		1,536,660
191216-AK-6	Coca-Cola Co. NC	1,000,000.00		1,040,911		1,177,220
191219-BR-4	Coca-Cola Enterprises NC Fltr.	1,000,000.00		1,001,708		1,003,370
264399-EF-9	Duke Energy Corp NC	1,500,000.00		1,624,004		1,640,145
264399-EQ-5	Duke Energy Corp. NC	1,000,000.00		1,009,590		1,142,470
278265-AC-7	Eaton Vance Corp. NC	1,000,000.00		1,167,738		1,184,330
285661-AD-6	Electronic Data Systems NC	2,500,000.00		2,777,517		2,841,400
35671D-AR-6	Freeport-McMoran Copper&Gold CC	1,000,000.00		1,070,408		1,070,000
36962G-3D-4	General Electric Cap Corp Fltr. NC	500,000.00		458,342		457,570
36962G-3F-9	General Electric Cap Corp NC	1,000,000.00		1,006,638		1,104,300
36962G-Z7-2	General Electric Cap Corp NC Fltr.	1,500,000.00		1,441,521		1,456,260
36967H-AG-2	General Electric Cap Corp NC*	3,500,000.00		3,506,559		3,513,965
36967H-AY-3	General Electric Cap. Corp. NC*	750,000.00		766,589		781,988
377372-AC-1	GlaxoSmithKline Cap Inc. NC	1,000,000.00		1,003,540		1,099,870
38146F-AF-8	Goldman Sachs Group Inc. NC*	4,000,000.00		4,014,710		4,045,120
38146F-AH-4	Goldman Sachs Group Inc. NC*	2,500,000.00		2,506,926		2,516,725
428236-AS-2	Hewlett-Packard Co. MWC	1,500,000.00		1,732,601		1,771,140
460146-CE-1	Intl Paper Co. MWC	500,000.00		591,089		598,155
46849L-SB-8	Jackson Natl Life Global NC	1,509,000.00		1,598,491		1,637,386
478160-AQ-7	Johnson & Johnson NC	1,500,000.00		1,582,823		1,809,465
481247-AG-9	JPMorgan Chase & Co. NC*	3,500,000.00		3,508,882		3,517,990
481247-AK-0	JPMorgan Chase & Co. NC*	1,000,000.00		1,005,747		1,028,320
487836-AS-7	Kellogg Company NC	1,000,000.00		1,022,618		1,030,400
53079E-AS-3	Liberty Mutual Group NC	200,000.00		207,035		220,962
570535-AH-7	Markel Corporation NC	1,000,000.00		1,024,948		1,131,650
58405U-AE-2	Medco Health Solutions S/U NC	1,000,000.00		1,067,514		1,105,660
594918-AC-8	Microsoft Corporation NC	1,000,000.00		992,352		1,109,360
61745E-2B-6	Morgan Stanley Fltr. NC	1,000,000.00		1,000,000		928,750
61757U-AB-6	Morgan Stanley NC*	2,000,000.00		2,040,912		2,065,380
61757U-AF-7	Morgan Stanley NC*	3,800,000.00		3,829,182		3,861,142
650094-BV-6	Verizon New York Inc. NC	1,000,000.00		1,110,790		1,126,600
70213B-AA-9	Partnerre Finance LLC MWC	1,500,000.00		1,459,761		1,559,460
713448-BK-3	Pepsico Inc. NC	1,000,000.00		1,004,838		1,081,690
72447X-AA-5	Pitney Bowes Inc MTN NC	1,000,000.00		965,943		1,059,740
742718-DM-8	Procter & Gamble Co. NC	1,000,000.00		999,791		1,091,900
742718-DR-7	Procter & Gamble NC	1,365,000.00		1,366,773		1,383,455
74834L-AL-4	Quest Diagnostic Inc. NC	1,000,000.00		1,079,730		1,126,010
7591EP-AD-2	Regions Financial Corp. Fltr. NC	1,000,000.00		948,150		955,150
806605-AJ-0	Schering-Plough NC	1,000,000.00		1,075,644		1,214,950
808513-AC-9	Charles Schwab Corp. NC	1,500,000.00		1,633,215		1,666,485
80851Q-DA-9	Charles Schwab Corp. NC	1,000,000.00		1,156,527		1,175,830
846042-AA-7	Sovereign Bank NC*	1,000,000.00		1,014,225		1,029,680
863667-AA-9	Stryker Corp. NC	2,000,000.00		2,039,797		2,105,960
86801B-AB-1	Suntrust Bank NC*	2,500,000.00		2,540,845		2,568,550
88579E-AF-2	3M Company NC	1,500,000.00		1,557,941		1,565,805
89152U-AA-0	Total Capital NC	1,500,000.00		1,517,348		1,580,010
91159H-GX-2	US Bancorp NC	1,000,000.00		1,022,024		1,027,020
91324P-BJ-0	UnitedHealth Group, Inc. MWC	1,000,000.00		1,175,522		1,167,340
931422-AD-1	Walgreen Co. NC	1,000,000.00		1,010,488		1,109,400
G1279M-HS-8	BP Capital Markets PLC NC	2,500,000.00		2,554,468		2,522,000
	Total Corporate Bonds:	106,524,000.00		109,281,203		112,348,803
	* These Bonds are FDIC Insured and have a AAA rating

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
Municipals
052396-XT-0	Austin Pub Imprv TX GO CC	750,000.00		836,963		845,183
121403-WL-9	Burleson ISD TX GO NC	1,960,000.00		1,988,041		2,220,915
145610-FF-3	Carrollton TX GO CC	250,000.00		255,395		273,898
162375-3G-2	Chattanooga TN GO CC SNK	1,060,000.00		1,037,865		1,121,999
199491-YQ-8	Columbus OH GO CC	1,900,000.00		1,860,866		2,012,556
234685-HL-2	Dallas Cnty TX GO CC	1,500,000.00		1,542,674		1,678,155
245176-BW-1	Del Mar College TX GO CC	500,000.00		491,270		517,845
373028-PV-5	Georgetown TX GO CC	410,000.00		413,955		446,679
386137-4G-5	Grand Prairie TX GO CC	345,000.00		339,360		358,462
40727E-S5-7	Hamilton Cnty OH GO CC	1,205,000.00		1,193,829		1,290,398
40727E-T9-8	Hamilton Cnty OH GO CC	500,000.00		501,171		553,865
442330-T6-3	Houston TX GO CC	1,000,000.00		1,006,901		1,020,040
442402-6K-4	Houston ISD TX GO CC SNK	1,200,000.00		1,248,089		1,240,980
442403-BV-2	Houston ISD TX GO CC	1,000,000.00		971,134		1,075,440
478718-ZH-5	Johnson Cnty USD KS GO CC	1,000,000.00		941,931		1,085,210
514282-QB-1	Lancaster PA GO NC	1,005,000.00		1,096,877		1,157,137
528828-SJ-6	Lewisville ISD TX GO CC	1,000,000.00		956,215		1,072,600
542264-BP-0	Lone Star College TX GO NC	500,000.00		508,659		521,655
542264-BQ-8	Lone Star College TX GO NC	500,000.00		519,142		532,305
581663-4F-5	McKinney ISD TX GO CC	1,000,000.00		1,098,295		1,169,710
590759-N5-1	Mesquite ISD TX GO CC	1,065,000.00		1,084,903		1,186,921
642169-5J-1	New Bedford MA GO NC	1,600,000.00		1,666,400		1,825,872
667027-A2-2	Northside ISD TX GO CC	1,000,000.00		970,436		1,079,630
667825-TW-3	Northwest ISD TX GO CC	1,000,000.00		1,056,678		1,169,760
702333-N5-0	Pasadena ISD TX GO CC	1,000,000.00		1,010,182		1,041,080
717095-U3-5	Pflugerville ISD TX GO CC	1,000,000.00		1,038,300		1,125,110
731197-UL-1	Polk Cnty IA GO CC	500,000.00		489,020		527,440
83710D-D5-4	South Carolina State SC GO CC	1,440,000.00		1,416,508		1,548,043
83710D-D7-0	South Carolina State SC GO CC	1,125,000.00		1,115,147		1,203,638
850000-ZA-1	Spring ISD TX GO CC SNK	1,000,000.00		1,013,456		1,043,190
889855-TE-2	Tomball ISD TX GO CC	1,000,000.00		960,307		1,086,510
902307-HK-6	Tyler Jr. College TX REV CC	425,000.00		415,356		438,133
915137-E9-0	University of Tx TX REV CC	400,000.00		423,667		475,352
930863-U7-8	Wake Cnty NC GO CC PreRef	595,000.00		644,148		733,296
930863-V6-9	Wake Cnty NC GO CC	405,000.00		438,454		479,771
947100-MF-7	Weatherford TX GO CC	1,000,000.00		991,598		1,020,490
95308R-AL-3	West Harris Cnty TX REV CC SNK	500,000.00		517,491		549,550
969887-SD-1	Williamson Cnty TX GO CC	265,000.00		264,417		290,220
	Total Municipals:	33,905,000.00		34,325,102		37,019,037
MBS
31283K-N4-6	FHLMC Pool #G11311	96,594.79		95,799		103,098
3128GV-BY-5	FHLMC Pool #E90955	54,977.66		54,524		58,679
3128GV-BZ-2	FHLMC Pool #E90956	69,852.67		69,273		74,555
3128H4-E8-8	FHLMC Pool #E96459	359,786.70		356,582		384,008
3128KL-GN-1	FHLMC Pool #A57405	846,944.88		838,218		898,969
3128MJ-A4-2	FHLMC Pool #G08026	716,625.16		694,609		758,210
3128MJ-AQ-3	FHLMC Pool #G08014	893,440.10		866,013		945,285
31292J-BG-4	FHLMC Pool #C01839	1,410,060.12		1,366,903		1,491,883
31294K-KT-1	FHLMC Pool #E01206	118,434.52		117,447		126,327

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
MBS (continued)
31294K-KU-8	FHLMC Pool #E01207	108,701.52		107,798		115,911
31296W-NK-9	FHLMC Pool #A20394	770,061.20		746,543		814,746
31297P-JS-1	FHLMC Pool #A33873	599,420.70		580,544		633,455
31371K-GB-1	FNMA Pool # 254094	132,806.98		131,761		142,775
31371K-UK-5	FNMA Pool #254486	119,492.66		118,501		127,528
31371K-WE-7	FNMA Pool #254545	127,429.26		126,360		135,998
31371M-3X-3	FNMA Pool #256514	445,009.38		441,621		480,644
31371M-KF-3	FNMA Pool #255994	471,837.35		470,007		507,053
31371M-PJ-0	FNMA Pool #256125	485,656.68		474,280		514,743
31371M-RT-6	FNMA Pool #256198	413,541.31		411,550		442,876
31371M-SX-6	FNMA Pool #256234	776,749.18		773,006		829,216
31371M-T5-6	FNMA Pool #256272	597,703.36		594,825		638,076
31371N-CL-7	FNMA Pool #256675	482,085.82		469,084		510,054
31371N-CM-5	FNMA Pool #256676	429,235.72		424,134		458,229
31371N-EW-1	FNMA Pool #256749	767,831.50		760,243		826,197
31387A-W6-8	FNMA Pool #578569	179,585.38		178,746		192,840
31387C-P3-9	FNMA Pool #580142	142,859.28		141,737		153,582
31390K-3W-6	FNMA Pool #648913	92,111.25		91,354		98,305
31402D-C4-0	FNMA Pool #725591	1,339,853.55		1,298,277		1,419,696
31404J-3Y-9	FNMA Pool #770415	529,462.05		513,037		561,013
31406N-RB-2	FNMA Pool #815082	382,337.96		378,812		408,885
31409G-GX-8	FNMA Pool #870614	873,773.19		844,949		922,019
31411D-S7-5	FNMA Pool #905142	829,697.64		821,107		882,723
31411L-5E-7	FNMA Pool #911745	925,480.15		914,732		983,953
31413A-WS-8	FNMA Pool #939957	443,303.13		438,168		477,000
36202E-AY-5	GNMA II Pool #3623	816,982.64		793,476		876,772
	Total MBS:	17,849,725.44		17,504,020		18,995,303
GSE CMOs
31393F-6H-4	FHR 2522 AH	1,228,000.00		1,212,975		1,278,851
31393F-JK-3	FHR 2527 LG	45,078.08		44,670		46,151
31393G-Y6-5	FHR 2541 LM	80,512.70		79,860		82,154
31393H-S4-5	FHR 2558 JS	299,650.94		295,285		312,473
31393J-4D-7	FHR 2554 JW	83,143.02		82,963		83,935
31393L-JD-6	FHR 2564 GC	1,102.74		1,103		1,103
31393M-RM-5	FHR 2586 HL	458,765.42		436,711		486,086
31393Q-WR-9	FHR 2610 DG	292,310.83		283,855		298,214
31393R-4P-2	FHR 2617 BG	241,851.00		238,200		246,459
31393V-P9-6	FHR 2628 LE	435,530.84		418,086		443,559
31393W-6K-0	FHR 2640 AL	391,296.52		384,176		407,301
31393W-EZ-8	FHR 2643 HJ	1,100,000.00		1,070,419		1,195,914
31393W-N5-4	FHR 2644 EC	213,590.28		206,526		219,203
31394K-ZA-5	FHR 2692 QT	10,856.37		10,856		10,852
31394T-RH-0	FHR 2762 XC	263,599.46		249,504		279,290
31394W-G5-1	FHR 2779 YA	457,245.00		436,991		479,817
31394X-K5-4	FHR 2772 QA	807,465.38		790,800		836,189
31395A-C8-6	FHR 2806 AC	1,167,034.65		1,161,032		1,209,792
31395C-Q3-8	FHR 2825 LE	1,000,000.00		995,716		1,020,567
31395H-3S-7	FHR 2874 LC	1,000,000.00		999,109		1,044,726
31395L-XA-4	FHR 2916 YE	173,687.35		173,173		177,170
31395M-QS-1	FHR 2935 LM	412,381.19		404,921		439,076
31395N-QR-1	FHR 2006 QD	1,000,000.00		1,000,522		1,030,120

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
GSE CMOs (continued)
31395P-XB-3	FHR 2950 ON	585,276.31		583,118		599,773
31395T-LX-0	FHR 2963 BK	522,944.24		503,565		547,437
31395U-SY-8	FHR 2977 PC	1,400,000.00		1,389,746		1,478,689
31395V-KF-5	FHR 2984 NA	49,896.74		49,894		50,065
31396C-SQ-4	FHR 3048 QA	384,684.04		382,033		403,340
31396F-FL-2	FHR 3068 JA	339,397.82		340,086		343,483
31396F-HS-5	FHR 3072 AE	470,049.41		467,663		483,361
31396G-AV-3	FHR 3087 JB	320,856.74		321,706		334,989
31396G-UG-4	FHR 3099 PB	1,000,000.00		1,000,701		1,029,727
31396H-F8-7	FHR 3107 ME	429,777.44		427,550		441,959
31396H-VV-8	FHR 3117 PC	1,150,153.08		1,140,463		1,195,782
31396J-A3-9	FHR 3133 PB	752,643.92		752,844		759,115
31396N-CW-4	FHR 3145 KC	2,000,000.00		1,976,622		2,111,039
31396N-M2-9	FHR 3147 YE	266,288.73		266,840		277,150
31396R-NN-3	FHR 3154 PJ	104,723.78		104,711		104,966
31396U-NL-0	FHR 3188 CK	484,945.88		481,666		501,884
31397A-HX-4	FHR 3200 MX	1,460,000.00		1,451,405		1,524,673
31397A-HY-2	FHR 3200 NA	182,468.15		182,552		184,968
31397A-QG-1	FHR 3203 MA	353,524.17		351,389		362,207
31397G-B9-0	FHR 3310 A	422,175.20		418,870		433,384
31397G-J5-0	FHR 3306 PB	1,400,000.00		1,394,602		1,447,549
31397J-GE-8	FHR 3330 PB	1,000,000.00		996,828		1,029,608
31398E-HW-7	FHR 3539 PM	1,155,181.10		1,139,023		1,212,760
31392H-C9-2	FNR 2003-9 BJ	473,971.17		469,134		507,524
31392H-RQ-8	FNR 2003-4 AD	358,017.36		354,355		373,011
31392J-3M-9	FNR 2003-21 PJ	185,842.42		182,840		194,005
31392J-Y5-2	FNR 2003-21 OV	335,141.83		319,007		357,787
31393C-AR-4	FNR 2003-34 VD	149,325.42		147,308		151,910
31393E-AE-9	FNR 2003-74 PJ	360,087.08		329,424		377,504
31393E-BF-5	FNR 2003-74 AE	506,984.14		494,320		517,540
31393E-FX-2	FNR 2003-79 NL	316,747.28		311,213		327,118
31393U-UC-5	FNR 2003-134 ME	297,046.19		289,147		312,237
31394E-JC-3	FNR 2005-55 LC	360,365.40		361,110		378,535
31394E-MW-5	FNR 2005-62 DT	1,000,000.00		991,597		1,046,600
31395D-BP-3	FNR 2006-40 VA	994,084.93		996,434		1,053,432
31398M-VX-1	FNR 2010-19 CK	914,922.46		921,195		944,902
38374F-H4-9	GNR 2004-17 HG	343,606.87		330,947		360,190
38374M-EQ-8	GNR 2005-84 SC	9,336.36		9,336		9,513
38374T-NS-9	GNR 2009-13 E	775,494.20		766,641		825,090
38375Q-X7-9	GNR 2008-51 PE	311,580.67		318,984		331,381
38376P-R5-1	GNR 2009-116 KC	1,437,630.42		1,423,239		1,489,799
	Total GSE CMOs:	36,528,272.72		36,117,561		38,044,985
Non-Agency CMOs
12637H-AV-0	CSMC 2006-4 6A2	1,509,076.27		301,815		301,815
12667F-7S-8	CWALT 2005-4 B1	3,143,806.37		101,979		101,979
12669D-LJ-5	CWHL 2002-32 3A1	42,700.42		41,372		44,487
22541S-HE-1	CSFB 2004-3 DB2	1,870,566.74		237,463		261,879
22541S-VQ-8	CSFB 2004-4 DB2	1,801,352.06		639,480		639,480
22541S-Z7-6	CSFB 2004-8 DB2	1,602,856.64		160,286		160,286

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
Non-Agency CMOs (continued)
225458-LV-8	CSFB 2005-3 DB2	2,896,234.75		99,793		99,793
2254W0-HF-5	CSFB 2004-6 3A2	571,010.83		501,957		534,411
23244E-AK-3	CWALT 2006-J6 B1	482,613.88		0		0
55265K-3H-0	MASTR 2003-11 5A2	451,962.54		401,747		431,749
55265K-T2-5	MASTR 2003-10 1A2	598,452.31		569,595		607,282
576434-QT-4	MALT 2004-4 B1	1,451,229.41		587,768		769,152
	Total Non-Agency CMOs:	16,421,862.22		3,643,255		3,952,313
Equities
001055-10-2	Aflac Inc.	464.00		18,972		23,993
00206R-10-2	AT&T Inc	1,194.00		30,969		34,148
002824-10-0	Abbott Laboratories	578.00		30,286		30,195
023608-10-2	Ameren Corporation	8,000.00		200,724		227,200
025537-10-1	American Electric Power Co.	10,000.00		274,740		362,300
025816-10-9	American Express Co.	1,585.00		30,236		66,618
03073E-10-5	AmeriSourceBergen Corp	859.00		16,086		26,337
037411-10-5	Apache Corp	312.00		28,186		30,501
037833-10-0	Apple Computer Inc	174.00		23,221		49,373
038222-10-5	Applied Materials Inc	8,225.00		142,012		96,068
052800-10-9	Autoliv Inc.	543.00		27,592		35,474
053015-10-3	Automatic Data Processing Inc	2,790.00		119,342		117,264
053332-10-2	Autozone Inc.	135.00		27,566		30,903
086516-10-1	Best Buy Inc	702.00		33,358		28,663
125071-10-0	CDI Corp	3,875.00		40,812		50,065
125902-10-6	CPI Corp.	800.00		16,344		20,704
143130-10-2	Carmax Inc.	490.00		6,810		13,651
149123-10-1	Caterpillar Inc.	443.00		28,766		34,855
166764-10-0	Chevron Corp.	369.00		29,739		29,907
171340-10-2	Church & Dwight Co Inc	350.00		22,469		22,729
171798-10-1	Cimarex Energy Co.	366.00		26,533		24,222
17275R-10-2	Cisco Systems Inc	1,483.00		39,705		32,478
172908-10-5	Cintas Corp	850.00		17,859		23,418
189754-10-4	Coach Inc.	848.00		25,862		36,430
191216-10-0	Coca-Cola Co	2,610.00		131,598		152,737
194162-10-3	Colgate Palmolive Co	1,565.00		104,526		120,286
20030N-20-0	Comcast Corp Special Cl A	2,125.00		29,025		36,146
205887-10-2	Conagra Foods Inc.	960.00		22,395		21,062
209115-10-4	Consolidated Edison Inc.	50,000.00		2,091,819		2,411,000
218681-10-4	Core-Mark Holding Co. Inc.	1,225.00		34,947		37,926
24702R-10-1	Dell Inc.	6,200.00		99,985		80,414
25243Q-20-5	Diageo PLC-Sponsored ADR	455.00		36,754		31,400
253868-10-3	Digital Realty Trust Inc.	406.00		24,776		25,050
254687-10-6	Disney, Walt	2,185.00		54,919		72,324
260003-10-8	Dover Corp	634.00		27,144		33,101
26138E-10-9	Dr. Pepper Snapple Group Inc.	591.00		22,981		20,992
26441C-10-5	Duke Energy Corp	15,000.00		257,578		265,650
268648-10-2	EMC Corp	1,643.00		19,166		33,369
291011-10-4	Emerson Electric Co	950.00		30,240		50,027
30161N-10-1	Exelon Corp	850.00		35,365		36,193

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
Equities (continued)
30231G-10-2	Exxon Mobil Corp.	1,023.00		60,083		63,211
302491-30-3	FMC Corp	357.00		15,366		24,422
302563-10-1	FPIC Insurance Group, Inc.	8,000.00		208,651		280,720
31428X-10-6	FedEx Corp	205.00		12,854		17,528
35671D-85-7	Freeport-McMoran Copper	287.00		20,207		24,507
35906A-10-8	Frontier Communications Corp	442.00		3,385		3,611
35914P-10-5	Frontier Oil Corp	2,925.00		34,177		39,195
369604-10-3	General Electric	5,450.00		55,100		88,563
38259P-50-8	Google Inc.	67.00		34,033		35,228
387328-10-7	Granite Construction Inc.	1,520.00		34,590		34,565
415864-10-7	Harsco Corp	3,785.00		92,795		93,035
423452-10-1	Helmerich & Payne Inc	689.00		26,655		27,877
428236-10-3	Hewlett-Packard Co	671.00		30,014		28,229
441060-10-0	Hospira Inc.	474.00		27,442		27,023
458140-10-0	Intel Corp	5,309.00		101,276		101,933
459200-10-1	Intl Business Machines Corp	258.00		27,670		34,608
462846-10-6	Iron Mountain Inc.	775.00		17,056		17,314
464287-22-6	IShares Barclays Aggr. Bond Fund	5,000.00		505,382		543,250
464287-24-2	IShares IBOXX Inv Grade Corp BF	3,000.00		295,025		339,270
469814-10-7	Jacobs Engineering Group Inc.	950.00		33,786		36,765
549271-10-4	Lubrizol Corp	229.00		16,469		24,267
550819-10-6	Lydall Inc.	2,100.00		16,611		15,456
552676-10-8	MDC Holdings Inc.	2,540.00		73,832		73,736
552715-10-4	MEMC Electronic Materials	4,680.00		65,382		55,786
571748-10-2	Marsh & McLennan Co	3,845.00		106,445		92,741
57636Q-10-4	MasterCard Inc. - Class A	150.00		38,614		33,600
577767-10-6	Maxwell Technologies, Inc	2,415.00		30,236		35,283
580135-10-1	McDonald's Corp	394.00		27,509		29,357
58405U-10-2	MedCo Health Solutions Inc.	482.00		22,534		25,093
585055-10-6	Medtronic Inc	900.00		34,830		30,222
594918-10-4	Microsoft Corp	22,779.00		594,091		557,858
595017-10-4	Microchip Technology Inc.	1,266.00		40,614		39,816
595137-10-0	Microsemi Corp.	2,042.00		36,411		34,964
628530-10-7	Mylan Inc.	1,424.00		23,894		26,785
651824-10-4	Newport Corp	1,870.00		16,449		21,206
65248E-10-4	News Corp - Class A	2,635.00		30,816		34,413
664397-10-6	NorthEast Utilities Co.	15,000.00		336,383		443,550
666807-10-2	Northrop Grumman Corp.	451.00		28,486		27,344
680223-10-4	Old Republic International Corp	10,000.00		113,424		138,500
68389X-10-5	Oracle Corp	1,379.00		30,564		37,026
704326-10-7	Paychex Inc	1,105.00		28,134		30,376
713448-10-8	Pepsico Inc	368.00		21,257		24,450
714290-10-3	Perrigo Co.	497.00		23,336		31,917
736508-84-7	Portland General Electric Co.	20,000.00		401,982		405,600
740189-10-5	Precision Castparts Corp	266.00		17,562		33,875
742718-10-9	Procter & Gamble	960.00		59,799		57,571
743263-10-5	Progress Energy Inc.	4,000.00		157,342		177,680
775109-20-0	Rogers Communications Inc.-B	573.00		20,395		21,447
811656-10-7	Seabright Insurance Holdings	3,445.00		35,421		27,767
847560-10-9	Spectra Energy Corp	1,267.00		26,512		28,571
855030-10-2	Staples Inc.	1,375.00		24,316		28,765
858155-20-3	Steelcase Inc. Class-A	2,425.00		16,570		20,200
88076W-10-3	Teradata Corp	1,058.00		33,565		40,796

CUSIP	Security Description	Par/ Shares	Book Value		Market Value
Equities (continued)
882508-10-4	Texas Instruments Inc.	2,075.00		37,473		56,316
883556-10-2	Thermo Fisher Scientific Inc.	755.00		33,340		36,149
88579Y-10-1	3M Company	1,404.00		106,094		121,741
886423-10-2	Tidewater Inc.	1,855.00		76,863		83,123
889478-10-3	Toll Brothers Inc.	1,025.00		16,379		19,496
892356-10-6	Tractor Supply Company	820.00		27,679		32,521
907818-10-8	Union Pacific Corp	396.00		22,834		32,393
911312-10-6	United Parcel Service Class B	1,360.00		83,961		90,698
913017-10-9	United Technologies Corp	419.00		25,878		29,845
91913Y-10-0	Valero Energy Corp	3,925.00		67,810		68,727
92343V-10-4	Verizon Communications	1,845.00		50,313		60,129
92553P-20-1	Viacom Inc. Class B	912.00		28,511		33,005
931142-10-3	Wal-Mart Stores Inc	2,692.00		129,017		144,076
931422-10-9	Walgreen Company	2,280.00		85,902		76,380
949746-10-1	Wells Fargo Co.	3,793.00		73,865		95,261
963320-10-6	Whirlpool Corp	306.00		24,559		24,774
983919-10-1	Xilinx Inc.	1,177.00		31,126		31,355
FEMPTN-RS-4	FemPartners	474,617.00		0		0
G1151C-10-1	Accenture Ltd. Ireland - Class A	855.00		33,216		36,329
G4412G-10-1	Herbalife Ltd.	485.00		26,798		29,270
H0023R-10-5	ACE Ltd.	5,000.00		247,290		291,250
	Total Equities:	795,937		9,695,653		10,834,883
	Grand Total:		$	240,300,326	$	251,947,222