10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended December 31, 2006 Commission File Number 0-18649  

The National Security Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	63-1020300
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
661 East Davis Street Elba, Alabama	36323
(Address of principal executive offices)	(Zip-Code)

Registrant’s Telephone Number including Area Code (334) 897-2273

Securities registered pursuant to Section 12 (b) of the Act:

None

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, par value $1.00 per shareThe NASDAQ Global Market (EXCHANGE)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o    No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer    o  Accelerated filer  o   Non-accelerated filer  x

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

The aggregate market value of the voting stock held by nonaffiliates of the Registrant as of February 28, 2007, (based upon the bid price of these shares on NASDAQ on such date) was $24,109,315.

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the close of the period covered by this report.

Class	Outstanding December 31, 2006
Common Stock, $1.00 par value	2,466,600 shares

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the Registrant’s Proxy Statement for the 2007 Annual Meeting of Shareholders to be held May 4, 2007 are incorporated by reference into Part III of this Form 10-K Report.

Table of Contents

Part I			Page
	Item 1.	Business	4
	Item 1A.	Risk Factors	12
	Item 1B.	Unresolved Staff Comments	16
	Item 2.	Properties	16
	Item 3.	Legal Proceedings	17
	Item 4.	Submission of Matters to a Vote of Security Holders	17
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
	Item 6.	Selected Financial Data	18
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	33
	Item 8.	Consolidated Financial Statements and Supplementary Data	35
	Item 9.	Changes in and Disagreements with Accountants on Financial Disclosure	70
	Item 9A.	Controls and Procedures	70
	Item 9B.	Other Information	70
Part III
	Item 10.	Directors, Officers and Corporate Governance	70
	Item 11.	Executive Compensation	71
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	71
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	71
	Item 14.	Principal Accountant Fees and Services	71
Part IV.
	Item 15.	Exhibits, Financial Statement Schedules and Reports of Form 8-K	71
		Signature Page	73
		Certifications	74

2

Note Regarding Forward-Looking Statements

Any statement contained in this report which is not a historical fact, or which might otherwise be considered an opinion or projection concerning the Company or its business, whether expressed or implied, is meant as and should be considered a forward-looking statement as that term is defined in the Private Securities Litigation Reform Act of 1995. The following report contains forward-looking statements that are not strictly historical and that involve risks and uncertainties. Such statements include any statements containing the words “expect,” “plan,” “estimate,” “anticipate” or other words of a similar nature. Management cautions investors about forward-looking statements. Forward-looking statements involve certain evaluation criteria, such as risks, uncertainties, estimates, and/or assumptions made by individuals informed of the Company and industries in which we operate. Any variation in the preceding evaluation criteria could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation, the following:

•      The insurance industry is highly competitive and the Company encounters significant competition in all lines of business from other insurance companies. Many of the competing companies have more abundant financial resources than the Company.

•      Insurance is a highly regulated industry. It is possible that legislation may be enacted which would have an adverse effect on the Company’s business.

•      The Company is subject to regulation by state governments for each of the states in which it conducts business. The Company cannot predict the subject of any future regulatory initiative(s) or its (their) impact on the Company’s business.

•      The Company is rated by various insurance rating agencies. If a rating is downgraded from its current level by one of these agencies, sales of the Company’s products and stock could be adversely impacted.

•      The Company’s financial results are adversely affected by increases in policy claims received by the Company. While a manageable risk, this fluctuation is often unpredictable.

•      The Company’s investments are subject to a variety of risks. Investments are subject to defaults and changes in market value. Market value can be affected by changes in interest rates, market performance and the economy.

•      The Company mitigates risk associated with life policies through implementing effective underwriting and reinsurance strategies. These factors mitigate, not eliminate, risk related to mortality and morbidity exposure. The Company has established reserves for claims and future policy benefits based on amounts determined by independent actuaries. There is no assurance that these estimated reserves will prove to be sufficient or that the Company will not incur claims exceeding reserves, which could result in operating losses.

•      The Company mitigates risk associated with property and casualty policies through implementing effective underwriting and reinsurance strategies. The Company obtains reinsurance which increases underwriting capacity and limits the risk associated with policy claims. The Company is subject to credit risk with regard to reinsurers as reinsurance does not alleviate the Company’s liability to its insureds for the ceded risks. The Company utilizes a third party to develop a reinsurance treaty with reinsurers who are reliable and financially stable. However, there is no guarantee that booked reinsurance recoverables will actually be recovered. A reinsurer’s insolvency or inability to make payments due could have a material adverse impact on the financial condition of the Company.

•      The Company’s ability to continue to pay dividends to shareholders is contingent upon profitability and capital adequacy of the insurance subsidiaries. The insurance subsidiaries operate under regulatory restrictions that could limit the ability to fund future dividend payments of the Company. An adverse event or series of events could materially impact the ability of the insurance subsidiaries to fund future dividends and consequently the Board of Directors would have to suspend the declaration of dividends to shareholders.

3

PART I

Item 1. Business

Summary Description of The National Security Group, Inc.

The National Security Group, Inc. (the Company, we, us, our), an insurance holding company, was incorporated in Delaware on March 20, 1990. The Company, through its property and casualty subsidiaries, primarily writes personal lines coverage including dwelling fire and windstorm, homeowners, mobile homeowners, and personal non-standard automobile lines of insurance in eleven states. The Company, through its life insurance subsidiary, offers a basic line of life and health and accident insurance products in six states. Property-casualty insurance is the most significant segment accounting for 89% of total premium revenues.

The Company’s common stock is traded on the NASDAQ Global Market under the symbol NSEC.

Industry Segment and Geographical Area Information

Property and Casualty Insurance Segment

The Company’s property and casualty insurance business is conducted through National Security Fire & Casualty Company (NSFC), a wholly owned subsidiary of the Company organized in 1959, and Omega One Insurance Company (Omega), a wholly owned subsidiary of National Security Fire & Casualty Company organized in 1992. This segment will be referred to throughout this report as NSFC, property-casualty segment or P&C segment. NSFC is licensed to write insurance in the states of Alabama, Arkansas, Florida, Georgia, Kentucky, Mississippi, Oklahoma, South Carolina, Tennessee and West Virginia, and operates on a surplus lines basis in the states of Louisiana, Missouri, and Texas. Omega is licensed to write insurance in Alabama and Louisiana. The following table indicates allocation percentages of direct written premium by state for the three years ended December 31, 2006, 2005 and 2004:

State	Percent of direct written premium
	2006	2005	2004
Alabama	35.43%	35.46%	39.62%
Arkansas	8.79%	9.74%	8.25%
Georgia	6.02%	6.42%	6.42%
Louisiana	10.20%	5.29%	7.48%
Mississippi	17.01%	21.38%	20.23%
South Carolina	8.32%	8.68%	7.88%
Florida	0.23%	0.34%	0.43%
Missouri	1.67%	2.20%	1.64%
Oklahoma	4.20%	4.15%	2.77%
Tennessee	6.66%	4.98%	3.71%
Texas	1.47%	1.36%	1.57%
	100.00%	100.00%	100.00%

4

In general, the property-casualty insurance business involves the transfer by the insured, to an insurance company of all or a portion of certain risks for the payment, by the insured, of a premium to the insurance company. A portion of such risks is often retained by the insured in the form of deductibles, which vary from policy to policy, but are typically in the range of $500 to $1,000 on NSFC and Omega’s primary dwelling and automobile lines of business.

The premiums or payments to be made by the insured for direct products of the property and casualty subsidiaries are based upon expected costs of providing benefits, writing and administering the policies. In determining the premium to be charged, the property and casualty subsidiaries utilize data from past claims experience and anticipated claims estimates along with commissions and general expenses.

The operating results of the property-casualty insurance industry are subject to significant fluctuations from quarter to quarter and from year to year due to the effect of competition on pricing, the frequency and severity of losses incurred in connection with weather-related and other catastrophic events, general economic conditions and other factors such as changes in tax laws and the regulatory environment.

The following table sets forth the premiums earned and pre-tax income during the periods reported for the property and casualty insurance segment:

		Year Ended December 31
		(Amounts In Thousands)
		2006		2005		2004
Net premiums earned:
Fire, Allied lines and Homeowners	$	44,871	$	38,671	$	37,642
Automobile		6,327		6,990		7,468
Other		1,126		1,668		1,702
	$	52,324	$	47,329	$	46,812
Income before taxes	$	9,282	$	2,698	$	4,224

Property and Casualty Loss Reserves

Our property and casualty insurance subsidiaries are required to maintain reserves to cover their ultimate liability for losses and adjustment expenses. The reserves are based on an estimate made by management. Our staff periodically conducts reviews throughout the year of projected loss development information in order to adjust estimates. The liability for loss and adjustment expense reserves consists of an estimated liability for the ultimate settlement of claims that have been reported as well as an estimate of loss and adjustment expenses for incurred claims that have not yet been reported (IBNR). IBNR estimates are based primarily on historical development patterns using quantitative data generated from statistical information and qualitative analysis of legal developments, economic conditions and development caused by events deemed to be infrequent in occurrence.

In addition to loss and loss adjustment expense reserves for specific claims, both reported and unreported, we establish reserves for loss adjustment expenses that are not attributable to specific claims. These reserves consist of estimates for Defense and Cost Containment (DCC) and Adjusting and Other Expenses (AO). These reserves are established for the estimated expenses of internal claims staff and the cost of outside experts, such as attorneys representing our interest, in the final settlement of incurred claims that are still in process of settlement.

We engage an independent actuary to issue an opinion as to the adequacy of reserves that are estimated by management. These opinions are filed with the various insurance regulatory jurisdictions in which we are licensed. In addition to the annual review, our independent actuary conducts an interim review during the year in order to insure that no significant changes have occurred in our loss development that might adversely impact our loss reserving methodology.

The following Loss Reserve Re-estimates table illustrates the change over time of the net reserves established for property-liability insurance claims and claims expense at the end of the last 10 calendar years. The first section

5

shows the reserves as originally reported at the end of the stated year. The second section, reading down, shows retroactive re-estimates of the original recorded reserve as of the end of each successive year. These re-estimates are the result of the Company’s expanded awareness of additional facts and circumstances that pertain to the unsettled claims. The third section, reading down, shows the cumulative amounts paid as of the end of successive years with respect to that year’s reserve liability. The last section compares the latest re-estimated reserve to the reserve originally established, and indicates whether the original reserve was adequate to cover the estimated costs of unsettled claims. The Loss Reserve Re-estimates table is cumulative and, therefore, ending balances should not be added since the amount at the end of each calendar year includes activity for both the current and prior years.

While the information in the table provides a historical perspective on the adequacy of unpaid losses and loss adjustment expenses established in previous years, it should not be assumed to be predictive of redundancies or deficiencies on current year unpaid losses in future periods. Company management believes that the reserves established at the end of 2006 are adequate. However, due to inherent uncertainties in the loss reserve estimation process, management cannot assert that current year reserve balances will prove to be adequate. Due to the short tail nature of the property and casualty subsidiaries claim liabilities, the Company does not discount loss reserves for the time value of money. Dollar amounts are in thousands.

6

		1996	1997		1998		1999		2000		2001			2002		2003		2004		2005		2006
Gross unpaid losses per
Consolidated Balance Sheet	$	19,088	$	21,869	$	21,528	$	18,463	$	15,409	$	11,489	$		11,513	$	11,343	$	13,094	$	19,511	$	12,498
Ceded reserves		(9,967)		(7,148)		(5,889)		(3,899)		(3,092)		(2,396)			(1,555)		(1,232)		(2,611)	(8,560)		(1,783)
Net unpaid losses	$	9,121	$	14,721	$	15,639	$	14,564	$	12,317	$	9,093	$		9,958	$	10,111	$	10,483	$	10,951	$	10,715
Liability re-estimated:	1 year later	11,091		14,158	14,637		11,067		8,847		6,805		7,334			9,186		9,042		10,422
	2 years later	10,691		14,570	12,067		9,261		7,863		6,017		7,165			8,607		9,118
	3 years later	10,940		13,161	11,350		8,931		7,460		5,856		6,906			8,098
	4 years later	10,295		12,936	11,496		8,556		7,236		5,699		6,509
	5 years later	10,310		13,271	11,121		8,422		7,240		5,436
	6 years later	10,862		13,034	11,087		8,519		6,995
	7 years later	10,724		13,104	11,202		8,264
	8 years later	10,785		13,193	10,968
	9 years later	10,930	13,005
	10 years later	10,732
Net deficiency (redundancy)	$	1,611	$	(1,716)	$	(4,671)	$	(6,300)	$	(5,322)	$	(3,657)	$		(3,449)	$	(2,013)	$	(1,365)	$	(529)
Cumulative payments:	1 year later	5,227	7,176		5,997		4,423		3,907		3,362			4,342		5,567		5,584		5,962
	2 years later	7,660	9,961		8,079		5,758		5,643		4,416			5,520		6,765		7,006
	3 years later	8,848	10,887		8,997		7,266		6,359		5,076			5,865		7,038
	4 years later	9,117	11,566		10,371		7,744		6,737		5,221			5,945
	5 years later	9,479	12,522		10,557		8,039		6,837		5,106
	6 years later	10,367	12,657		10,779		8,139		6,731
	7 years later	10,473	12,892		10,874		8,028
	8 years later	10,631	12,972		10,763
	9 years later	10,712	12,860
	10 years later	10,601
Net deficiency (redundancy) above	$	1,611	$	(1,716)	$	(4,671)	$	(6,300)	$	(5,322)	$	(3,657)	$		(3,449)	$	(2,013)	$	(1,365)	$	(529)

7

Life Insurance Segment

National Security Insurance Company (NSIC), a wholly owned subsidiary organized in 1947, conducts the Company’s life insurance business. This segment will be referred to throughout this report as NSIC, Life Company, or Life segment. NSIC is licensed to write insurance in six states: Alabama, Florida, Georgia, Mississippi, South Carolina, and Texas. The following table indicates NSIC’s percentage of direct premiums collected by state for the three years ended December 31, 2006, 2005 and 2004.

State	Percentage of Total Direct Premiums
	2006	2005	2004
Alabama	58.86%	60.62%	65.23%
Georgia	21.05%	20.55%	18.80%
Mississippi	9.89%	9.82%	8.76%
South Carolina	5.37%	4.17%	3.18%
Florida	2.02%	2.35%	2.17%
Texas	2.81%	2.49%	1.86%

NSIC has two primary methods of distribution of insurance products, home service agents and independent agents. The home service distribution method of life insurance products accounts for 41.5% of total premium revenues in the life insurance segment.   Home service life products consists of products marketed directly at the home or other premises of the insured by an employee agent. The home service distribution method has been the Company’s primary method of distribution since the founding of NSIC in 1947. However, over the past six years, the Company has placed its primary emphasis for future growth on alternative methods of distribution. The Company employed 14 home service agents at December 31, 2006.  The independent agent distribution method accounts for 50.6% of total premium revenue in the life insurance segment.  Since NSIC began marketing life, accident and health products through independent agents in 1999 this distribution channel has become the Company’s fastest growing method of distribution.  Approximately 570 agents of the Company’s independent agents produced new business production during 2006.  The remaining 7.9% of premium revenue consists of the following:  a book of premium acquired from a state guaranty association in 2000 (1.4%), premium generated through direct sales of school accident insurance (1.3%), and other miscellaneous business serviced directly through the home office (5.2%).

The products offered by NSIC primarily consist of term and whole life insurance and supplemental accident and health insurance. NSIC does not sell annuities, interest sensitive whole life or universal life insurance products. Term life insurance policies provide death benefits if the insured’s death occurs during the specific premium paying term of the policy. The policies generally do not provide a savings or investment element included as part of the policy premium. Whole-life insurance policies demand a higher premium than term life, but provide death benefits which are payable under effective policies regardless of the time of the insured’s death and have a savings and investment element which may result in the accumulation of a cash surrender value. Accident and health insurance provides coverage for losses sustained through sickness or accident and includes individual hospitalization and accident policies, group supplementary health policies, and specialty products, such as cancer policies. These policies generally provide a specified fixed benefit and therefore have not experienced the escalating health care costs, which many health and accident insurance policies have experienced in recent years.

The following table displays a schedule of 2006 life segment premium produced by product and distribution method (dollars in thousands):

Line of Business		Home Service Agent		Independent Agent		Other
Industrial	$	138	$	-	$	96
Ordinary		2,150		2,313		246
Group Life		-		44		78
A&H Group		-		-		100
A&H Other		407		904		74
Total Premium by Distribution Method	$	2,695	$	3,261	$	594

8

The following table sets forth certain information with respect to the development of the Life Company’s business:

			Year Ended December 31
			(Amounts In Thousands)
			2006		2005		2004
Life insurance in force at end of period:
	Ordinary-whole Life	$	140,800	$	137,100	$	112,400
	Term Life		46,400		38,400		36,500
	Industrial life		30,000		28,100		29,100
	Other		-		-		-
		$	217,200	$	203,600	$	178,000
Life insurance issued:
	Ordinary-whole life	$	39,100	$	35,600	$	46,150
	Term Life		3,700		3,500		3,400
	Industrial		-		-		-
	Other		-		-		100
		$	42,800	$	39,100	$	49,650
	Net premiums earned:
	Life insurance	$	5,065	$	4,819	$	4,798
	Accident and health insurance		1,485		1,415		1,375
		$	6,550	$	6,234	$	6,173

Life Insurance Segment Reserves

We engage an independent consulting actuary to calculate our reserves for traditional life insurance products. The methodology used requires that the present value of future benefits to be paid under life insurance policies less the present value of future net premiums be calculated. The calculation uses assumptions including estimates of any adverse deviation, investment yields and changes in investment yields, mortality, maintenance expenses and any non-forfeiture options or termination benefits. The assumptions determine the level and sufficiency of reserves and reserves are calculated and reviewed by our consulting actuary at the end of each quarter. The independent consulting actuary also reviews our estimates for other insurance products including claims reserves under accident and health contracts. Management believes that the reserve amounts reflected in the accompanying financial statements are adequate.

Investments

Investment income is a significant portion of the Company’s total income. Assets that will eventually be used to pay reserve liabilities and other policyholder obligations along with Company capital are invested to generate investment income while held by the Company. Investment income is comprised primarily of interest and dividend income on debt and equity securities and realized capital gains and losses generated by debt and equity securities. For 2006, investments comprise 79% of total assets and investment income (including realized gains) comprises 10% of total revenues evidencing the significant impact investments can have on financial results. Because the Company’s insurance subsidiaries are regulated as to the types of investments they may make and the amount of funds they may maintain in any one type of investment, the Company has developed a conservative value oriented investment philosophy, in order to meet regulatory requirements. The central theme of the Company’s investment philosophy is to conserve capital resources and assets while meeting the investment requirements of its reserves and providing a reasonable return on investments. This return is generated through current yield from invested assets as well as capital appreciation of investments.

9

The single most significant investment for the Company is The Mobile Attic, Inc. (Mobile Attic), a joint venture with a local manufacturing firm established in the fourth quarter of 2001. Mobile Attic, through a network of franchises, leases portable storage units in locations across the Southeastern United States. During January of 2004, Mobile Attic established Mobile Attic Franchising Company (MAFCO), a wholly owned subsidiary. The primary focus of MAFCO will be to market Mobile Attic portable storage leasing franchises in the continental United States. The primary customers of Mobile Attic are building contractors, retail establishments, and residential consumers.

When established in 2001, the investment in Mobile Attic was accounted for under the equity method of accounting as management of the Company does not participate in the day-to-day management of Mobile Attic nor does the Company own a controlling interest in Mobile Attic. As discussed in note 2 to the Consolidated Financial Statements, due to preexisting guarantees of Mobile Attic debt, The Financial Accounting Standards Board’s adoption of FIN 46R dictated that the Company consolidate the results of Mobile Attic beginning in the first quarter of 2004.

The Company guarantees Mobile Attic debt totaling $9.4 million. Additional details of investments, including further discussion on the operations of Mobile Attic are discussed in detail in the accompanying management’s discussion and analysis.

Marketing and Distribution

NSIC products are marketed through a field force of agents and service representatives who are employees of the Life Company and through a network of independent agents. The Company’s use of independent agents is expected to be more cost effective in the long term and has become the fastest growing method of distribution. In an effort to boost productivity and better educate agents on the products and services of NSIC, our marketing team routinely holds training sessions across the various regions we serve. We also offer our best agents opportunities to attend retreats at least twice a year to network with the home office staff that helps serve them and our policyholders. In addition, the retreats provide agents with additional knowledge of the products we offer, and serve as a forum for feedback on how we can better serve our agency force and policyholders.

NSFC and Omega products are marketed through a network of independent agents and brokers, who are independent contractors and generally maintain relationships with one or more competing insurance companies. Similar to NSIC, NSFC marketing representatives routinely visit with agents both in their office and at training sessions throughout the regions we serve with the primary objective of educating agents about our products and services.

Agents receive compensation for their sales efforts. In the case of life insurance agents, compensation is paid in the form of sales commissions plus a servicing commission. Commissions paid by NSIC in 2006 averaged approximately 22% of premiums. Commissions paid by NSFC in 2005 averaged approximately 14% of premiums. During 2006, no one independent agent accounted for more than 10% of total net earned premium of the property-casualty insurance subsidiaries. NSFC also offers a “profit sharing bonus plan” to independent agents in order to promote better field underwriting and encourage retention of profitable business. This plan not only rewards our agents but also enhances profitability by giving the agent a vested interest in our success and also aids in maintaining price stability for all our customers as agents have a financial incentive to use good field underwriting practices when completing an application for insurance.

At December 31, 2006, NSIC employed 14 home service agents and one manager. NSIC also had approximately 570 independent agents’ actively producing new business.

At December 31, 2006, NSFC had contracts with approximately 1,300 independent agencies in eleven states.

Competition

In both of our insurance segments, we operate in a very competitive environment. There are numerous insurance companies competing in the various states in which we offer our products. Many of the companies with which we compete are much larger, have significantly larger volumes of business, offer much broader ranges of products and have more significant financial resources than we do. We compete directly with many of these companies, not only in the sale of products to consumers, but also in the recruitment and retention of qualified agents. We believe the main areas in which a smaller company, like us, can compete is in the areas of providing niche products in underserved areas of the insurance market at competitive prices while providing excellent service to our agents and policyholders during the entire insurance product lifecycle from policy issuance to final payment of a claim. We pride ourselves on being accessible to our independent agent force and maintain a presence through the efforts of a field marketing staff and easy access to any and all home office staff. We believe we have made significant advancements in developing a competitive advantage, especially over the last five years. We also have longstanding relationships with many of our agents. We believe we compete effectively within the markets we serve and continue to evolve our processes and procedures in order to garner further competitive advantages.

10

Regulation

Our insurance subsidiaries are directly regulated by the insurance department in our state of domicile, Alabama. We are subject to the Alabama Insurance Holding Company System Regulatory Act and report to the Alabama Department of Insurance. Consequently, we are subject to periodic examination and regulation under Alabama Insurance Laws.

Our insurance subsidiaries are also subject to licensing and supervision by the various governmental agencies in the jurisdictions in which we do business. The nature and extent of such regulation varies, but generally has its source in state statutes which bestow regulatory, supervisory and administrative authority to State Insurance Commissioners and their respective insurance departments. The regulations may require the Company to meet and maintain standards of solvency, comply with licensing requirements, periodically examine market conditions and financial activities and report on the condition of operations and finances. In addition, most of our insurance rates are subject to regulation and approval by regulatory authorities within the respective states in which we offer our products.

Our insurance subsidiaries are subject to various statutory restrictions and limitations relating to the payment of dividends or distributions to stockholders. The restrictions are generally based on certain levels of surplus, net income or operating income as determined by statutory accounting practices. Alabama law permits dividends in any year which, together with other dividends made within the preceding 12 months that do not exceed the greater of (1) 10% of statutory surplus as of the end of the preceding year or (2) for property and casualty insurers, statutory net income for the preceding year or for life companies, statutory net gain from operations. Dividends in excess of the restricted amounts are payable only after obtaining regulatory approval. Future dividends from the insurance subsidiaries may be limited by business or regulatory considerations. The Group relies on the ability of insurance subsidiaries to pay dividends to fund quarterly stockholder dividends and for payment of most operating expenses of the group, including interest and principal payments on debt. We are not currently under any regulatory dividend limitations that may limit our liquidity in the Group. Further discussion of dividend payment capacity of subsidiaries can be found in Note 12 of the Consolidated Financial Statements included herein.

Our insurance subsidiaries are subject to risk based capital requirements adopted by the National Association of Insurance Commissioners (NAIC). These requirements direct our insurance companies to calculate and report information according to a risk based formula which attempts to measure statutory capital and surplus needs based on the risk in our product mix and investment portfolio. The formula is designed to allow state insurance regulators to identify companies that are potentially inadequately capitalized. Under the formula, the Company calculates Risk Based Capital (RBC) by taking into account certain risks inherent in an insurer’s assets, including investments and an insurer’s liabilities. Risk based capital rules provide for different levels of action depending on the ratio of a company’s total adjusted capital to its “authorized control level” RBC. Based on calculations made by each of our insurance subsidiaries at December 31, 2006, each subsidiary significantly exceeds any levels that would require regulatory actions.

Employees

The Company itself has no management or operational employees. Instead all human resource activities are held by subsidiary National Security Insurance Company. NSIC employed 159 staff members as of December 31, 2006. The Company and its property and casualty subsidiary have a Management Service Agreement (“Agreement”) with The National Security Insurance Company whereby the Company and the property and casualty subsidiary reimburse NSIC for salaries and expenses of employees provided under the Agreement. Involved are employees in the areas of Underwriting, Customer Service, Policy Services, Accounting, Marketing, Administration, Document Management, Data Processing, Programming, Personnel, Claims, and Management. The Company, through NSIC, was represented by 14 employee agents in Alabama. The Company’s property and casualty subsidiaries had over 1,300 independent agents producing business at December 31, 2006. The Company strives to maintain high employee morale and considers excellent employee relations to be an important factor in the Company’s success.

11

Additional information with respect to The National Security Group’s business

We maintain a website (www.nationalsecuritygroup.com). The National Security Group, Inc.’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to such reports that we file or furnish pursuant to Section 13(a) of the Securities Exchange Act of 1934 are available through our Internet website, free of charge, as soon as reasonably practical upon having been electronically filed or furnished to the Securities and Exchange Commission.

Our code of ethical conduct is also available on our website and in print to any stockholder who requests copies by contacting The National Security Group, Attn: Investor Relations, P. O. Box 703, Elba, AL 36323.

Any of the materials we file with the SEC may also be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1.800.SEC.0330. Our periodic reports filed with the SEC, which include Forms 3, 4 and 5, Form 10-K, Form 10-Q, Form 8-K and any amendments thereto may also be accessed free of charge from the SEC’s website at www.sec.gov.

Additional information about the Company’s 50% owned subsidiary, The Mobile Attic, Inc., can be found on its website www.mobileattic.com.

Item 1A. Risk Factors

Risk factors are events and uncertainties over which the Company has limited or no control and which can have a material adverse impact on our financial condition or results of operations. We are subject to a variety of risk factors. The following information sets forth our evaluation of the risk factors we deem to be most material. We work to actively manage these risks, but the reader should be cautioned that we are only able to mitigate the impact of most risk factors, not eliminate. Also, there may be other risks which we do not presently deem material that may become material in the future.

Underwriting and product pricing

The insurance subsidiaries maintain underwriting departments that seek to evaluate the risks associated with the issuance of an insurance policy. NSIC accepts standard risks and, to an extent, substandard risks and engages medical doctors who review certain applications for insurance. In the case of the property and casualty subsidiaries, the underwriting staff attempts to assess, in light of the type of insurance sought by an applicant, the risks associated with a prospective insured or insurance situation. Depending upon the type of insurance involved, the process by which the risks are assessed will vary. In the case of automobile liability insurance, the underwriting staff assesses the risks involved in insuring a particular driver, and in the case of dwelling insurance, the underwriting staff assesses the risks involved in insuring a particular dwelling. Where possible, the underwriting staff of the property-casualty insurance subsidiary utilizes standard procedures as guides that quantify the hazards associated with a particular occupancy. In general, the property and casualty subsidiaries specialize in writing nonstandard risks.

The nonstandard market in which the property and casualty subsidiaries operate reacts to general economic conditions in much the same way as the standard market. When insurers’ profits and equity are strong, companies sometimes cut rates or do not seek increases. Also, underwriting rules are less restrictive. As profit and/or capital fall, companies may tighten underwriting rules, and seek rate increases. Premiums in the nonstandard market are higher than the standard market because of the increased risk of the insured, which generally comprises more frequent claims. Drivers of autos who have prior traffic convictions are one such increased risk that warrants higher premiums. Lower valued dwellings and mobile homes also warrant higher premiums because of the nature of the risk. The costs of placing such nonstandard policies and making risk determinations are similar to those of the standard market. The added costs due to more frequent claims servicing is reflected in the generally higher premiums that are charged.

12

Our ability to maintain profitability is contingent upon our ability to actively manage our rates and underwriting procedures. Premium rate inadequacy may not become apparent quickly and we will incur lag-time to correct. If our rates or underwriting processes become inadequate, our results of operations and financial condition could be adversely impacted.

Approval of rates

Most lines of business written by our property and casualty insurers are subject to prior approval of premium rates in the majority of the states in which we operate. The process of obtaining regulatory approval can be expensive and time consuming and can impair our ability to make necessary rate adjustments due to changes in loss experience, cost of reinsurance or other factors. If our requests to regulatory bodies for rate increases are not approved in an adequate or timely manner, our results of operations and financial condition may be adversely impacted.

Reinsurance

Both insurance subsidiaries customarily reinsure with other insurers certain portions of the insurance risk. The primary purpose of such reinsurance arrangements is to enable the Company to limit its risk on individual policies, and in the case of property insurance, limit its risk in the event of a catastrophe in various geographic areas. A reinsurance arrangement does not discharge the issuing company from primary liability to the insured, and the issuing company is required to discharge its liability to the insured even if the reinsurer is unable to meet its obligations under the reinsurance arrangements. Reinsurance, however, does make the reinsurer liable to the issuing company to the extent of any reinsurance in force at the time of the loss. Reinsurance arrangements also decrease premiums retained by the issuing company since that company pays the reinsuring company a portion of total premiums based upon the amount of liability reinsured.

NSIC generally reinsures all risks in excess of $50,000 with respect to any one insured. NSFC and Omega generally reinsure with third parties any liability in excess of $225,000 on any single policy. In addition, the property and casualty subsidiaries have catastrophe excess reinsurance, which provided protection in part with respect to aggregate property losses arising out of a single catastrophe, such as a hurricane. In 2006, the property and casualty subsidiaries had catastrophe protection up to a $42.5 million loss. Under the property and casualty subsidiaries reinsurance arrangement in force during 2006, the Company retained the first $3 million of insured losses from any single catastrophic event. The next $14.5 million in insured losses from any single event was 95% reinsured with the Company’s net retention being 5%. The final layer of reinsurance protection provided coverage for 100% of insured losses exceeding $25 million and up to $42.5 million. The amount of catastrophe reinsurance protection purchased by the Company was based on computer modeling of actual Company exposure. The Company generally seeks protection for worst case scenarios based on the computer modeling that mitigates losses up to a 1 in 250 year event further described as a loss that has less than a ½ of 1% chance of occurring in any given year. NSFC and Omega had a provision for one reinstatement (coverage for two catastrophic events) during 2006. NSFC discontinued the 60% quota share reinsurance agreement on ocean marine exposure with additional excess of loss coverage during 2006.

Our inability to procure reinsurance, primarily catastrophe reinsurance, could adversely impact our ability to maintain our level or premium revenue.

Risk of loss from catastrophic events and geographic concentration:

As described above, we maintain catastrophe reinsurance in amounts that provides protection to the Company’s financial condition in all but the most remote likelihood of occurrences. Our most critical catastrophe risk is from hurricanes due to our proximity to the Atlantic Ocean and the Gulf of Mexico. Our results of operations are very likely to be materially impacted in the event of the landfall of a major hurricane striking the Northern Gulf Coast or Southern Atlantic Coast in Georgia or South Carolina where we maintain significant concentrations of business. We are also exposed to the risk of significant tornado activity in many of the states in which we operate. Our most significant catastrophic event risk is the risk of a loss in excess of the Company’s upper catastrophe limit which could adversely impact the Company’s financial condition if such an event occurs.

13

Reserve liabilities

NSIC maintains life insurance reserves for future policy benefits to meet future obligations under outstanding policies. These reserves are calculated to be sufficient to meet policy and contract obligations as they arise. Liabilities for future policy benefits are calculated using assumptions for interest, mortality, morbidity, expense and withdrawals determined at the time the policies were issued. As of December 31, 2006, the total reserves of NSIC (including the reserves for accident and health insurance) were approximately $27.5 million. NSIC believes that such reserves for future policy benefits were calculated in accordance with generally accepted actuarial methods and that these reserves are adequate to provide for future policy benefits. Wakely Actuarial, consulting actuaries, provided actuarial services in calculating reserves.

The property and casualty subsidiaries are also required to maintain loss reserves (claim liabilities) for all lines of insurance. Such reserves are intended to cover the probable ultimate cost of settling all claims, including those incurred but not yet reported. The reserves of the property and casualty subsidiaries reflect estimates of the liability with respect to incurred claims and are determined by evaluating reported claims on an ongoing basis and by estimating liabilities for incurred but not reported claims. Such reserves include adjustment expenses to cover the cost of investigating losses and defending lawsuits. The establishment of accurate reserves is complicated by the fact that claims in some lines of insurance are settled many years after the policies have been issued, thus raising the possibility that inflation may have a significant effect on the amount of ultimate loss payment, especially when compared to initial loss estimates. The subsidiaries, however, attempt to restrict their writing to risks that settle within one to four years of issuance of the policy. As of December 31, 2006, the property and casualty subsidiaries had reserves for unpaid claims of approximately $12.5 million before subtracting unpaid claims, due from reinsurers of $1.8 million leaving net unpaid claims of $10.7 million. The reserves are not discounted for the time value of money. No changes were made in the assumptions used in estimating the reserves during the years ending December 31, 2006, 2005 or 2004. The Company believes such reserves are adequate to provide for settlement of claims. Employees of the Company calculate NSFC and Omega loss reserves. Milliman, Inc., an independent actuarial consulting firm, reviews loss reserve estimates and issues a Statement of Actuarial Opinion regarding the adequacy of reserves.

We incur the risk that we may experience excessive losses due to unanticipated claims frequency, severity or both that may not be factored into our loss reserve liabilities. Unexpected frequency and severity can be adversely impacted by outcomes of claims litigation, adverse jury verdicts related to claims settlements and adverse interpretations of insurance policy provisions which results in increased liabilities. We are also subject to the risk of unanticipated assessments from state underwriting associations or windstorm pools related to losses in excess of the association’s or pool’s ability to pay. Such costs are often allocated to companies operating in the jurisdiction of the association or windstorm pool and the likelihood and amount of such assessments are difficult to predict. These events could adversely impact our historical loss reserving methodology and cause financial adjustments that could materially impact our financial condition and results of operations.

Financial Ratings

The insurance subsidiaries are rated by AM Best Company, an insurance company-rating agency. NSFC is rated B++ (Good), Omega is rated B+ (Good) and NSIC is rated B (Fair) by AM Best Company. A downgrade in our AM Best ratings could adversely impact our ability to maintain existing business or generate new business.

Regulation

The insurance subsidiaries are each subject to regulation by the insurance departments of those states in which they are licensed to conduct business. Although the extent of regulation varies from state to state, the insurance laws of the various states generally establish supervisory departments having broad administrative powers with respect to, among other matters, (1) the granting and revocation of licenses to transact business, (2) the licensing of agents, (3) the establishment of standards of financial solvency (including reserves to be maintained) and the nature of investments and (5) in most cases premium rates; the approval of forms and policies; and the form and content of financial statements. The primary purpose of these regulations is the protection of policyholders and do not necessarily confer a benefit upon shareholders.

Many states in which the insurance subsidiaries operate, including Alabama, have laws requiring that insurers become members of guaranty associations. These associations guarantee that benefits due policyholders of insurance companies will continue to be provided even if the insurance company which wrote the business is financially unable to fulfill its obligations. To provide these benefits, the associations assess the insurance companies licensed in a state that write the line of insurance for which coverage is guaranteed. The amount of an insurer’s assessment is generally based on the relationship between that company’s premium volume in the state and the premium volume of all companies writing the particular line of insurance in the state. The Company has paid no material amounts to guaranty associations over the past three years. These payments, when made, are principally related to association costs incurred due to the insolvency of various insurance companies. Future assessments depend on the number and magnitude of insurance company insolvencies and such assessments are therefore difficult to predict.

14

Most states have enacted legislation or adopted administrative rules and regulations covering such matters as the acquisition of control of insurance companies, transactions between insurance companies and the persons controlling them. The National Association of Insurance Commissioners has recommended model legislation on these subjects and all states where the Company’s subsidiaries transact business have adopted, with some modifications, that model legislation. Among the matters regulated by such statutes are the payments of dividends. These regulations have a direct impact on the Company since its cash flow is substantially derived from dividends from its subsidiaries. However, the Company has not had nor does it foresee a problem obtaining the necessary funds to operate because of the regulation. Statutory limitations of dividend payments by subsidiaries are disclosed in Note 12 to the accompanying Consolidated Financial Statements.

While most regulation is at the state level, the federal government has increasingly expressed an interest in regulating aspects of the insurance industry. All of these regulations at various levels of government increase the cost of conducting business through increased compliance expenses. Also, existing regulations are constantly evolving through administrative and court interpretations and new regulations are often adopted. It is difficult to predict what impact changes in regulation may have on the Company in the future. Changes in regulations could occur that might adversely impact our ability to achieve acceptable levels of profitability and limit our growth.

Competition

The insurance subsidiaries are engaged in a highly competitive business and compete with many insurance companies of substantially greater financial resources, including stock and mutual insurance companies. Mutual insurance companies return profits, if any, to policyholders rather than shareholders; therefore, mutual insurance companies may be able to charge lower net premiums than those charged by stock insurers. Accordingly, stock insurers must attempt to achieve competitive premium rates through greater volume, efficiency of operations and control of expenses.

NSIC primarily markets its life and health insurance products through the home service system and independent producers. Direct competition comes from home service companies and other insurance companies that utilize independent producers to sell insurance products, of which there are many. NSIC’s life and health products also compete with products sold by ordinary life companies. NSIC writes policies primarily in Alabama, Georgia and Mississippi. The market share of the total life and health premiums written is small because of the number of insurers in this highly competitive field. The primary methods of competition in the field are service and price.

Because of the increased costs associated with a home service company, premium rates are generally higher than ordinary products, as a result competition from these ordinary insurers must be met through service. Initial costs of distribution through independent agents are generally more than through home service distribution methods, but lower commissions are paid in years subsequent to the first year of the policy so costs decline rapidly as policies renew after the first year. The primary factor in controlling cost under the independent agent distribution method is maintaining a high persistency rate. The persistency rate is the rate at which new business is maintained in renewal periods subsequent to the first year. If a high persistency rate can be maintained, the overall costs of distribution are lowered due to lower commission rate payments on policies in force subsequent to the first year.

The property and casualty subsidiaries market their products through independent agents and brokers, concentrating primarily on dwelling fire, homeowners and nonstandard auto coverage. NSFC, though one of the larger writers of lower value dwelling fire insurance in Alabama, nevertheless faces a number of competitors in this niche. Moreover, larger general line insurers also compete with NSFC. The market share in states other than Alabama is small. Price is the primary method of competition. Because the Company utilizes independent agents, commission rates and service to the agent are also important factors in whether the independent agent agrees to offer NSFC products over those of its competitors.

15

Significant changes in the competitive environment in which we operate could materially impact our financial condition or results of operations.

Inflation

The Company shares the same risks from inflation as other companies. Inflation causes operating expenses to increase and erodes the purchasing power of the Company’s assets. A large portion of the Company’s assets is invested in fixed maturity investments. The purchasing power of these investments will be less at maturity because of inflation. This is generally offset by the reserves that are a fixed liability and will be paid with cheaper dollars. Also, inflation tends to increase investment yields, which may reduce the impact of the increased operating expenses caused by inflation.

Investment Risk and Liquidity

Our invested assets are managed by company personnel. The majority of these investments consist of fixed maturity securities. These securities are subject to price fluctuations due to changes in interest rates and unfavorable changes could materially reduce the market value of the Company’s investment portfolio and adversely impact our financial condition and results of operations. Fixed maturity investments are managed in light of anticipated liquidity needs. Should we experience a significant change in liquidity needs for any reason, we may be forced to sell fixed maturity securities at a loss to cover these liquidity needs. Changes in general economic conditions, the stock market and various other external factors could also adversely impact the value of our investments and consequently our results of operations and financial condition.

Dependence of the Company on Dividends from Insurance Subsidiaries

The Company is an insurance holding company with no significant operations. The primary asset of the Company is its stock in the insurance subsidiaries. The Company relies on dividends from the insurance subsidiaries in order to pay operating expenses and to provide liquidity for the payment of dividends to shareholders. The ability of the insurance subsidiaries to pay dividends is subject to regulatory restrictions discussed in detail in note 12 of the consolidated financial statements included herein. Should the insurance subsidiaries become subject to restrictions imposed by insurance regulations regarding the payment of dividends, the ability of the Company to pay expenses, meet debt service requirements and pay cash dividends to shareholders could be adversely impacted.

Accounting Standards

Our financial statements are prepared based upon generally accepted accounting standards issued by the Financial Accounting Standards Board along with standards set by other regulatory organizations. We are required to adopt newly issued or revised accounting standards that are issued periodically. Future changes could impact accounting treatment applied to financial statements and could have a material adverse impact on the Company’s results of operations and financial conditions. Potential changes in accounting standards that are currently expected to impact the Company are disclosed in the Notes to Financial Statements included herein.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The Company owns no property. The Life insurance subsidiary owns its principal executive offices located at 661 East Davis Street, Elba, Alabama. The executive offices are shared by the insurance subsidiaries. The building was constructed in 1977 and is approximately 26,000 square feet. The Company believes this space to be adequate for its immediate needs but is currently exploring the feasibility of adding an additional 3,500 square feet to the current office facility projected to be occupied in 2008.

The Company’s subsidiaries own certain real estate properties, including approximately 2,700 acres of timberland in Alabama.

16

Item 3. Legal Proceedings

The Company and its subsidiaries are named as parties to litigation related to the conduct of their insurance operations. Further information regarding details of pending suits can be found in Note 15 to the consolidated financial statements.

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

There were no matters submitted to a vote of security holders during the three months ended December 31, 2006.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

The capital stock of the Company is traded in the NASDAQ Global Market. Quotations are furnished by the National Association of Security Dealers Automated Quotations System (NASDAQ). The trade symbol is NSEC.

The following table sets forth the high and low sales prices per share, as reported by NASDAQ during the period indicated:

	Stock Closing Prices
	High	Low
2006
First Quarter	$             18.25	$         15.70
Second Quarter	18.11	15.77
Third Quarter	17.90	15.40
Fourth Quarter	17.47	15.64
2005
First Quarter	$            23.91	$           18.23
Second Quarter	24.29	20.65
Third Quarter	22.25	18.10
Fourth Quarter	19.03	15.05

Shareholders

The number of shareholders of the Company’s capital stock as of January 31, 2007, was approximately 1,400.

Dividends

The following table sets forth quarterly dividend payment information for the Company for the periods indicated:

	Dividends
	Per Share
2006
First Quarter	0.220
Second Quarter	0.220
Third Quarter	0.220
Fourth Quarter	0.225
2005
First Quarter	0.215
Second Quarter	0.215
Third Quarter	0.215
Fourth Quarter	0.220

17

Discussion regarding dividend restrictions may be found on page 29 of the Managements’ Discussion and Analysis as well as in Note 12 of the consolidated financial statements.

There is a present expectation that dividends will continue to be paid in the future but future dividends are dependent on future earnings, the Company’s financial condition and other factors.

Item 6. Selected Financial Data

Five-Year Financial Information:

(Amounts in thousands, except per share)

Operating results		2006		2005		2004		2003		2002
Net premiums earned	$	58,874	$	53,563	$	52,985	$	47,536	$	32,631
Net investment income		4,463		3,964		4,230		4,023		4,235
Net realized investment gains		2,615		3,727		2,162		1,416		1,168
Net revenues from leasing operations		1,887		3,360		2,459		1,433		942
Other income		1,211		1,416		1,312		1,395		1,051
Total revenues	$	69,050	$	66,030	$	63,148	$	55,803	$	40,027
Net Income	$	4,250	$	1,558	$	3,113	$	4,090	$	908
Net income per share	$	1.72	$	0.63	$	1.26	$	1.66	$	0.37

Other Selected Financial Data		2006		2005		2004		2003		2002
Total shareholders' equity	$	45,379	$	43,556	$	46,767	$	45,872	$	42,159
Book value per share		18.39		17.66		18.92		18.60		17.09
Dividends per share		0.885		0.865		0.845		0.825		0.805
Net change in unrealized
capital gains (net of tax)		(244)		(2,544)		(225)		1,658		(1,647)
Total assets	$	134,911	$	139,226	$	128,631	$	127,236	$	101,602

Quarterly information:

		Premiums		Leasing Revenues		Investment & Other Income		Realized Investment Gains or Losses		Benefits		Net Income		Net Income Per Share
2006
1st QTR	$	14,491	$	453	$	1,492	$	609	$	10,680	$	(141)	$	(0.06)
2nd QTR		14,755		472		1,347		540		9,566		970		0.39
3rd QTR		15,297		406		1,452		770		9,026		1,836		0.74
4th QTR		14,331		556		1,383		696		8,724		1,585		0.65
	$	58,874	$	1,887	$	5,674	$	2,615	$	37,996	$	4,250	$	1.72
2005
1st QTR	$	13,664	$	602	$	1,451	$	198	$	8,113	$	1,292	$	0.52
2nd QTR		13,696		988		1,560		683		8,496		1,346		0.55
3rd QTR		11,969		700		1,273		1,394		15,161		(3,896)		(1.58)
4th QTR		14,234		1,070		1,096		1,452		6,471		2,816		1.14
	$	53,563	$	3,360	$	5,380	$	3,727	$	38,241	$	1,558	$	0.63

18

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

The following discussion highlights significant factors influencing the consolidated financial position and results of operations of The National Security Group, Inc. (referred to in this document as we, our, us, the Company or NSEC) and its subsidiaries for the three years ended December 31, 2006. This discussion and analysis of the consolidated results of operations and financial condition of the Company should be read in conjunction with the Selected Financial Data and Consolidated Financial Statements and related notes included elsewhere herein. Please refer to our note regarding forward-looking statements on page 3 of this report.

Financial results for 2006 marked a significant turnaround compared to the years 2005 and 2004. Results for 2005 were marred by losses incurred from Hurricanes Dennis, Katrina and Rita. This marked the first time in the history of the Company that we incurred losses from three hurricanes in the same year. Results for 2004 were also adversely impacted by Hurricane Ivan. We did not incur any losses from hurricanes in 2006, however the property and casualty subsidiaries still incurred catastrophe related losses from tornadoes and hail storms totaling $2.0 million pre-tax in the first six months of the year. In addition to the storm related losses, the life subsidiary incurred additional charges related to the final settlement of a long-standing class action lawsuit totaling over $1.1 million pre-tax. While the storm related losses were within the range of losses to be expected in an average year, the litigation related expenses reduced net income by $726,000 or $0.29 per share. Despite the adverse impact of the litigation, we were able to post earnings of $4,250,000, our third best year in Company history and an increase of 173% over 2005 earnings of $1,558,000.

RESULTS OF OPERATIONS

The following analysis of the Results of Operations should be read in conjunction with the Consolidated Financial Statements, which begin on Page 34 of this Form 10-K. Primary reference is made to the Consolidated Statements of Income on page 36 and segment information provided in Note 14 to the Consolidated Financial Statements.

Consolidated Results of Operations:

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

The year 2006 marked the sixth consecutive year of record premium revenue for the Company. Our premium revenue for 2006 increased 9.9% over levels achieved in 2005. However, premium revenue in 2005 was reduced by catastrophe reinsurance reinstatement premium totaling $2,400,000 as a result of reinstatement provisions of our catastrophe reinsurance contract triggered by Hurricane Katrina. We did not incur any hurricane losses in 2006 and therefore incurred no reduction in earned premium due to charges for catastrophe reinstatement premium. Without the impact of the reduction in 2005 premium revenue for catastrophe reinstatement premium, year over year premium revenue increased by 5.4%. While the rate of growth is significantly below our 17% annualized growth rate experienced since 2000, the reduction of our growth rate has been necessitated by market conditions and a more moderate growth rate is to be expected over the next two years as we work to build capital and recover from the adverse operating conditions caused by the unprecedented hurricane activity experienced in 2005 and 2004. Life segment revenue accounted for 11.1% of consolidated premium revenue while property and casualty segment revenue accounted for 88.9% of consolidated premium, virtually unchanged from the same period last year.

Consolidated income before income taxes increased 134% from $2,400,000 in 2005 to $5,619,000 in 2006. A significant improvement in our property-casualty segment operations due to the lack of hurricane activity was the primary factor contributing to the improved consolidated results. Life segment operations incurred a net loss before taxes in 2006 of ($1,741,000), comparable to the loss incurred in 2005 of ($271,000). Upward revisions in a litigation settlement adversely impacted life operations for both years. However, the longstanding litigation was settled in 2006 and no further material impact is expected going forward. Non-insurance operations consists of the operations of The National Security Group and a 50% owned subsidiary, The Mobile Attic, consolidated under the provisions of FIN 46R.

Consolidated net income for 2006 was $4,250,000 compared to $1,558,000 in 2005. On a per share basis, net income was $1.72 in 2006 compared to $0.63 in 2005. Hurricane losses reduced our 2005 net income by

19

$6,804,000 or $2.76 per share. Despite the lack of hurricane activity in 2006, we still incurred losses from catastrophic events in the form of tornado and hail losses that totaled $1,386,000 net of tax and reduced 2006 net income by $0.56 per share. These tornado and hail losses were incurred during the January through April time period of 2006. Partially offsetting 2005 hurricane losses, we realized investment gains of $3,727,000 resulting from the sale of investment securities. Realized investment gains in 2006 totaled $2,615,000, down 30% compared to 2005. Our decisions to sell securities and therefore realize investment gains on our investments is dictated by considerations of market conditions and tax implications, among other factors, and are subject to significant fluctuation from period to period.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Total premium revenue for 2005 was $53,563,000, an increase of just over 1% over 2004 premium revenue of $52,985,000. Premium revenue in 2005 included reductions for catastrophe reinsurance reinstatement premium triggered by Hurricane Katrina of $2,400,000 and premium revenue in 2004 included reductions for catastrophe reinsurance reinstatement premium triggered by Hurricane Ivan of $1,400,000. Without the impact of the reinstatement premium charges in both years, premium revenue increased 2.9%. Life segment revenue accounted for 11.6% of consolidated premium revenue while property and casualty segment revenue accounted for 88.4% of consolidated premium.

Consolidated income before income taxes declined 37.7% in 2005 to $2,400,000 compared to $3,853,000 in 2004. Third quarter hurricanes Dennis, Katrina and Rita were the primary factors contributing to the decline in income before taxes in 2005 compared to the same period last year. Gross incurred losses in 2005, before reinsurance recoveries, from the third quarter hurricanes totaled $38,949,000.

After reinsurance recoveries, pre-tax losses and expenses from third quarter hurricanes totaled over $7,909,000 and a catastrophe reinsurance reinstatement premium of $2,400,000 was also incurred in the third and fourth quarters of 2005. Third quarter losses from Hurricanes Dennis, Katrina and Rita were the primary reason for the decline in net income. Losses and related expenses from 2005 hurricanes reduced 2005 net income by $6,804,000 or $2.76 per share.

Consolidated net income for 2005 was $1,558,000 compared to $3,113,000 in 2004, a decline of 49.95%. On a per share basis earnings were $0.63 in 2005 compared to $1.26 in 2004.

Additional details on the sources of premium revenue growth and the impact of individual segments on consolidated income will be discussed in the respective Segment Results of Operations sections that follow.

Industry Segment Data

Certain financial information for The National Security Group’s three segments (Life segment, property and casualty segment, and other (non-insurance) is summarized as follows (amounts in thousands) :

Premium revenues:
		2006	%		2005	%		2004	%
Life, accident and health insurance	$	6,550	11.13%	$	6,234	11.64%	$	6,173	11.65%
Property and casualty insurance		52,324	88.87%		47,329	88.36%		46,812	88.35%
	$	58,874	100.00%	$	53,563	100.00%	$	52,985	100.00%
Income before taxes and minority interest:
		2006	%		2005	%		2004	%
Life, accident and health insurance	$	(1,741)	-30.98%	$	(271)	-11.29%	$	216	5.61%
Property and casualty insurance		9,282	165.19%		2,698	111.42%		4,224	109.63%
Other		(85)	-1.51%		1,113	46.38%		140	3.63%
Interest expense		(1,837)	-32.69%		(1,140)	-47.50%		(727)	-18.87%
	$	5,619	100.00%	$	2,400	100.00%	$	3,853	100.00%

20

In addition to the preceding table, reference is made to Note 14 of the Consolidated Financial Statements contained in this report for the segment information that follows.

Life and Accident and Health Insurance Operations:

The Company’s life, accident and health insurance business is conducted through National Security Insurance Company (NSIC), a wholly owned subsidiary of the Company organized in 1947. Our life segment is the smaller of our insurance segments contributing 11% and 12% of total insurance premium revenue for 2006 and 2005 respectively.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005:

Premium revenue increased 5% to $6,550,000 in 2006 compared to $6,234,000 in 2005. Insurance products sold through independent agents now account for 50% of total premium revenue, while the home service method of distribution accounts for 41% of total premium revenue. Premium revenue through the independent agent distribution method continues to grow at a healthy pace, with revenue increasing 15% in 2006 compared to 2005. Home service premium revenue has continued its consistent rate of decline, dropping 5.3% in 2006 compared to 2005.

While the rate of overall premium revenue in the life segment has moderated, the quality of business has continued to improve. The lapse rate is a measure of the percentage of business in force that is cancelled during the year due to non-payment of premium or surrender for cash value by the policyholder. In our traditional home service market, the lapse rate has often approached 50%; however, with the shift to the independent agent method of distribution we have experienced significant improvement in our lapse rate. The lapse rate for 2006 was 19.6% a marginal improvement over our lapse rate in 2005 of 20.4%. Our lapse rates will generally be higher than the insurance market as a whole because our products are primarily intended for low to middle income consumers that may face other economic pressures from time to time. With decreases in disposable income during economic downturns, often life and supplemental health insurance products are among the first items to be trimmed from household budgets. Also, lapse rates are significantly higher in the first year after an insurance policy is sold to a consumer. As was discussed last year, during 2005 we became more selective in the appointment of new agents and terminated agreements with agents that produced little new business or had very high lapse rates. We believe these efforts are beginning to show results as our lapse rate continues to improve.

Commission expense, including field servicing cost from the home service method of distribution, as a percent of premium revenue had a moderate decrease of 0.6% in 2006 compared to 2005. Independent agent commission expense and other costs of distribution declined 4.9 percentage points in 2006 compared to 2005. Life insurance commission rates for independent agents are typically front loaded meaning that higher commissions are paid in the early years of a policy and commission rates decline as the policy ages. Because the independent agent method of distribution is a relatively new method of distribution, overall commission rates are skewed higher because the majority of in force policies are still paying the higher commission rates of the early years. Management is continuing to focus on reducing commissions through improving the rate of retention of new and existing business.

NSIC incurred a net loss before taxes of $(1,741,000) in 2006 compared to a net loss of $(271,000) in 2005. Litigation expenses totaling over $1.1 million and $375,000 in 2006 and 2005 respectively were the primary factors contributing to the poor results. The litigation related expenses are primarily related to a longstanding class action lawsuit that was settled in 2006. Due to the nature of this litigation, it has been difficult to predict the ultimate outcome over the last five years and consequently, we have experienced several upward revisions in our estimates. However, the litigation is now settled and no material additional costs are expected to be incurred.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004:

Premium revenue increased to $6,234,000 in 2005 compared to $6,173,000 in 2004, a marginal increase of 1%. As we have discussed over the last few years, we have began a shift to the independent agent method of distribution of NSIC’s products. In 2005, for the first time in Company history, we had more business in-force that was produced by independent agents than was in-force and produced by our traditional home service method of distribution. Independent agent premium revenue grew by 11.5% year over year in 2005 while home service premium revenue declined by 5.5%.

21

NSIC has had a primary focus on the production of new business in the independent agent method of distribution over the last five years. During the process of establishing this position, NSIC has had very low thresholds for business production and persistency. NSIC has appointments with approximately 300 independent agents that actively produced new business in 2005. During 2005 we did begin the process of implementing new performance standards that will require minimum amounts of premium production and persistency in order to retain a contract with our Company. As a result of these standards, we have become more selective in the appointment of new agents and will discontinue appointments with many current agents. In undertaking this exercise, we will be able to offer more exceptional service to fewer agents and produce higher quality business in the process. This process will take a couple of years to implement but will help improve profitability of NSIC in the future.

Commission expense, including field servicing costs from the home service method of distribution, as a percent of premium revenue increased 2 percentage points in 2005 compared to 2004. This increase was primarily due to increased separation cost associated in reducing home service management personnel. Independent agent commission expense and other costs of distribution declined 3.7 percentage points in 2005 compared to 2004. These costs are expected to continue to decline 3 to 5 percentage points per year for the next couple of years until the renewal book of business reaches a point of maturity that will support short term profitability. Unfortunately, the shift to the independent agent method of distribution is expensive as life insurance commission rates for independent agents are typically front loaded meaning that higher commissions are paid in the early years of a policy and commission rates decline as the policy ages. Because the independent agent method of distribution is a relatively new method of distribution, overall commission rates are skewed higher because the majority of in force policies are still paying the higher commission rates of the early years. Management is continuing to focus on reducing commissions through improving the rate of retention of new and existing business.

NSIC had a net loss before income taxes in 2005 of $(271,000) compared to net income of $216,000 in 2004. Expenses related to ongoing litigation totaled over $375,000 and $250,000 in 2005 and 2004, respectively. As discussed earlier in this report, the litigation that has caused a significant strain on profitability and company resources was settled in December of 2006 and no additional material charges are expected to be incurred in periods beyond 2006.

Property & Casualty Operations:

The Company’s property and casualty insurance business is conducted through National Security Fire & Casualty Company (NSFC), a wholly owned subsidiary of the Company organized in 1959, and Omega One Insurance Company (Omega), a wholly owned subsidiary of National Security Fire & Casualty Company organized in 1992. Property and casualty operations constitute our largest segment composing 89% and 88% of our total premium revenue in 2006 and 2005, respectively.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005:

Property and casualty premium revenues totaled $52,324,000 in 2006 compared to $47,329,000 in 2005, an increase of 10.6%. Catastrophe reinstatement premium charges totaling $2,400,000 reduced 2005 premium revenue by five percentage points. We did not experience any losses that exceeded our catastrophe reinsurance retention limit of $3,000,000 per event in 2006, so no catastrophe reinstatement premium charges were incurred in 2006. Without the reinstatement premium charge in 2005, premium revenue in 2006 increased 5.2% over 2005.

Overall premium revenue growth has moderated significantly over the past two years, compared to our 17% compound annual growth rate experienced since 2000. We expect the trend of more moderate growth to continue in 2007 as we focus on improvement in profitability of all lines of business, institute rate increases dictated by the significant increase in our catastrophe reinsurance protection and rebuild capital levels after the adverse impact of the 2004 and 2005 hurricane seasons.

While the lack of hurricane activity in the Gulf of Mexico and Atlantic Coast were the primary drivers of our improved operating performance, we still incurred significant losses in our two primary lines of business. Our dwelling and homeowners lines of business incurred $2.0 million in tornado and hail storm related losses in the first half of 2006. These events increased our combined ratio for the year by four percentage points.

22

However, these amounts were within our expectations of losses to be incurred in a more normal year and losses from catastrophe related events were down significantly compared to 2005 and 2004.

We are still working to improve the adequacy of our rates in our core lines of business. Due to the unprecedented hurricane activity in 2004 and 2005, we have experienced a significant increase in the cost of our catastrophe reinsurance. Our catastrophe reinsurance rate in 2006 increased 18%. In order to minimize the impact of the rate increase, we increased our reinsurance retention by 50% to $3 million. Reinsurance rates are not subject to review by state insurance regulators and are more market driven allowing reinsurers to react more rapidly to changing market conditions. Consequently, we incur significant lag time between the time we incur an increase in our cost of reinsurance and the time we are able to reflect these increased costs in our rates. Our rates are subject to review and approval by state regulators and consequently we experience significant delays in our ability to adjust rates. These delays result in lag times of at least six months and can last up to 18 months. Also, we have experienced political climates in some states that make it difficult for us to factor in the full impact of our increased cost of claims and reinsurance. However, we made significant progress in adjusting our rates in 2006 and experienced some moderation in our catastrophe reinsurance rate increases for 2007, so we expect a more favorable pricing environment in 2007.

The primary line of business in which we are continuing to adjust rates in order to improve profitability is our homeowners line of business. This line of business composes 23% of our total property and casualty premium revenue. The line of business has not performed to our expectations with a combined ratio of 112% in 2006. Improving profitability in this line of business will be a primary focus of our rate and underwriting review efforts in 2007.

Our core dwelling fire line of business produced solid results in 2006 with a combined ratio of 93%. The dwelling fire line of business produces 41% of total property and casualty premium revenue and is our largest contributor to underwriting profits.

We routinely evaluate our claims frequency and severity statistics in order to better understand the nature of our risks and aide in the loss reserve liability evaluation process. Claims frequency is a measure of the number of claims incurred during a measurement period regardless of amount. Claims severity is a measure of the average dollar amount of claims during a measurement period.

Claims frequency decreased significantly in 2006 compared to 2005. In 2006, we incurred 6,500 claims compared to over 15,800 claims in 2005. Claims frequency in 2005 was higher due to 8,450, 1,600 and 500 claims from Hurricanes Katrina, Rita and Dennis. Non-hurricane related claims in 2005 totaled 5,250. The increase in claims, not counting hurricanes, from 2005 to 2006 is primarily related to early season hail storm and tornado losses experienced in the first half of 2006. Hail storms significantly increase frequency but usually carry a relatively low severity while tornado claims carry a lower frequency than hurricanes but usually carry a higher average severity than hurricanes.

While the overall frequency of claims declined significantly in 2006 compared to 2005, the more severe spring storm season resulted in a higher frequency of tornado losses elevated the average severity of claims in the dwelling fire and homeowners line of business. The average severity for 2006 was $4,272 per claim compared to $4,086 per claim in 2005, again the increase is primarily attributable to the increased tornado related losses in the first half of 2006 compared to 2005.

While this event had no material impact on our earnings, we did incur an additional assessment from the Mississippi Windstorm Underwriting Association (MWUA) in 2006 totaling over $6,200,000. This assessment was in addition to assessments totaling over $3,000,000 paid in 2005. This assessment was for additional losses incurred by MWUA from Hurricane Katrina in 2005. MWUA is a form of residual market or pooling arrangement that provides coverage to those that are unable to find private insurers willing to insure them. All licensed property and casualty insurers writing applicable coverage are required to participate in these pooling entities. Should the pooling entity incur losses in excess of its ability to pay, the industry participants in the respective states are assessed for the excess losses. Due to the extensive growth and development in the coastal regions of the Gulf of Mexico over the last decade, many of the pools in the states in which we operate, particularly Alabama and Mississippi, have experienced extensive growth. Fortunately, in the case of the MWUA assessment we had adequate reinsurance protection in place and this assessment was covered 100% by our catastrophe reinsurance. We did incur an additional charge for pro-rata reinstatement premium due to the assessment. However, this charge was not material to our earnings.

23

While the MWUA assessment was covered by our catastrophe coverage and had no impact on 2006 earnings, it is still noteworthy because it brings to light the magnitude of risk that companies incur from coastal pools. First of all, this charge further depleted our remaining reinsurance protection available to cover claims we pay directly for Hurricane Katrina. The assessment brought us to within less than $1,000,000 of depleting our final layer of reinsurance protection. While we do not expect any additional material development associated with Katrina, should we exceed our final layer of coverage, we would incur additional charges to earnings for the losses in excess of our catastrophe reinsurance protection. Also, this assessment exposes the magnitude to which many of the coastal pools maintain inadequate catastrophe reinsurance protection. While some states in which we operate are pursuing changes in the structure of their coastal underwriting pools and seeking additional reinsurance protection, our risk in these pools remains difficult to quantify. We continue to actively pursue options to better manage this risk, however, as discussed earlier in our risk factors section of this report, organizational structure and equitability of state underwriting pools remain a primary concern and focus for us going forward.

Property and casualty income before income taxes was $9,282,000 for 2006 compared to $2,698,000 in 2005. Our combined ratio for 2006 was 95.7% compared to 106.6% in 2005. The combined ratio for 2006 of 95.7% included catastrophe related tornado and hail storm losses totaling over $2,100,000 and adding 4.0% to our combined ratio. Without the impact of hurricanes in 2005, our combined ratio was 89.9%. As discussed previously and as indicated by evaluation of our combined ratio, the significant decline in catastrophe losses was the primary driver of the improved results.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004:

Property and casualty premium revenues totaled $47,329,000 in 2005 compared to $46,812,000 in 2004, an increase of just over 1%. The property and casualty subsidiaries have generated significant growth in revenue over the last four years. While growth has slowed, 2005 premium revenue was reduced 5% due to additional ceded reinsurance premium paid under the reinstatement provisions of our catastrophe reinsurance contracts triggered by Hurricane Katrina. Premium revenue for 2004 was reduced by 3% due to similar provisions triggered by Hurricane Ivan.

While overall premium revenue growth moderated significantly in 2005 compared to 2004, the property and casualty subsidiaries continued to grow primary dwelling property lines of dwelling fire, homeowners and mobile homeowners with growth rates of 11.7%, 7.9% and 13.4% respectively. Offsetting these gains were declines in non-standard private passenger automobile and ocean marine lines of business. We expect the trend of more moderate premium revenue growth to continue in 2006 with premium revenue growth expected to be in the range of 5%.

The 2005 hurricane season was the overriding event that led to a decline in earnings for the year and of course property and casualty operations was the operating segment that bore the full brunt of the 2005 hurricane season. Income before income tax in the segment declined to $2,698,000 in 2005 compared to $4,224,000 in 2004, a decrease of 36.1%.

Claims frequency increased significantly in 2005 compared to 2004 with claims on dwelling lines of business (homeowners and dwelling fire) exceeding 15,800 claims compared to 12,500 claims in 2004. Approximately 8,450 claims were reported from Hurricane Katrina in 2005, very close to the 8,500 claims reported from Hurricane Ivan in 2004. However, the average severity of claims from Hurricane Katrina was much higher with losses averaging over $3,500 each compared to less than $2,000 per occurrence from Hurricane Ivan. The increase in the average loss per claim is due to the widespread impact of this huge storm causing severe damage in coastal areas of Alabama, Louisiana and the most heavily impacted coastal area, Mississippi. The most heavily impacted coastal area for us from Hurricane Ivan was concentrated in Baldwin County, Alabama. Additionally, we paid nearly $3.5 million in underwriting association assessments due to losses from Hurricane Katrina. In addition to Katrina, we incurred over 1,600 claims from Hurricane Rita with an average severity of $3,000 and Hurricane Dennis with over 500 claims and an average severity of $1,300. Non-hurricane related dwelling property claims totaled 5,200 in 2005 which remained consistent with 2004 non-hurricane related claims of just over 5,000. Average severity for all dwelling property claims was $4,000 per occurrence in 2005 compared to $2,900 in 2004. As discussed earlier, 2004 average severity was skewed downward due to lower average claims from Hurricane Ivan. Hurricanes typically cause higher number of claims (frequency) and a lower average cost per claim (severity) than tornado related losses. Tornadoes tend to affect a more isolated area and therefore have a lower frequency but typically cause more structural damage including a higher proportion of total losses;

24

therefore, severity is greater from tornado losses. Non-catastrophe related dwelling losses typically have an average per loss severity in the $3,500 to $4,000 range for the P&C subsidiaries.

To help add a little perspective to the magnitude of the 2005 hurricane season, we thought it may be useful to give a few statistics. Total insured losses from Hurricane Katrina alone totaled more than the cumulative amount of hurricane losses paid in previous Company history dating back to 1959. Hurricane Katrina was the most expensive Hurricane in Company history, exceeding the previous most costly storm, Hurricane Ivan, by over 200%. Hurricane Rita, which was a bit of an afterthought in the media, was the fourth most costly hurricane in Company history with losses of $5,093,000. Our property and casualty subsidiaries had previously never incurred two major hurricanes in a season until Hurricanes Katrina and Rita in 2005. We had also never incurred consecutive hurricane seasons with a major hurricane until 2004 and 2005 with Ivan (2004), Katrina (2005) and Rita (2005).

While we would like to think that the events of the last two years are statistical anomalies, we are taking a critical look at our hurricane risk mitigation program with a goal of better managing this risk should we actually be entering an era of more frequent and severe Atlantic and Gulf Coast hurricanes. This is especially challenging for us as a regional carrier with a large percentage of total business concentrated primarily in the Southeastern United States. Because of our geographic concentration of risk, we will be unable to totally eliminate the impact of future storms, but we do believe that the events of the last two years will allow some changes in the markets we serve to help mitigate the impact of future storms on short term profits.

We are in the process of making several changes to help reduce future storm exposure. We will be reviewing rates and minimum deductibles on over 20 of our programs during 2006. Obviously the risk/reward paradigm for writing in coastal areas of the Southeastern U.S. has shifted in the last two years. While we do not want to abandon areas that we have served successfully for many years, we find it necessary to seek higher margins on our insurance products in certain coastal areas in an effort justify the economic feasibility of continuing to write in these areas. We are increasing marketing efforts in the non-coastal states that we serve in order to gain greater geographic diversity. Of course this opens us up to more significant exposure to other types of risk such as more frequent tornados, hail storms and ice storms but these types of events are generally more geographically concentrated and help mitigate the risk of the widespread exposure posed by Atlantic and Gulf Coast hurricanes.

Another challenge posed by the events of 2005 that will have an impact on future earnings of the property and casualty subsidiaries is the cost that we pay for catastrophe reinsurance. We incurred an increase in catastrophe reinsurance in 2006 of 18% as a result the frequency of storm related losses over the last two years. In addition, we were required to increase our catastrophe deductible by 50% to $3,000,000 in order to limit the increase in catastrophe reinsurance rates to only 18%. This has necessitated that we increase rates in many of the areas we serve. Our reinsurance rate increase took effect January 1, 2006. Unfortunately, due to regulatory hurdles and backlogs created from a large number of other insurers filing revised rates in the affected states as well, we will be unable to reflect the increased reinsurance rates we pay in rates charged to our insureds for up to a year. This will result in a drag on 2006 earnings of approximately $500,000 pre-tax. However, we believe that the short term earnings drag will be offset by increased pricing power and less competition in many of the areas impacted by the 2005 hurricane season.

Property & Casualty Combined Ratio:

A measure used to analyze a property/casualty insurer’s underwriting performance is the combined ratio. It is the sum of two ratios:

a. The loss and loss expense ratio, which measures losses and loss adjustment expenses incurred as a percentage of premium revenue.

b. The underwriting expense ratio, which measures underwriting expenses incurred (e.g., agents’ commissions, premium taxes, and other administrative underwriting expenses) as a percentage of premium revenue.

25

The results of these ratios for the past three years were:

	2006	2005	2004
Loss and LAE Ratio	63.5%	74.4%	68.2%
Underwriting Expense Ratio	32.2%	32.2%	31.4%
Combined Ratio	95.7%	106.6%	99.6%

Maintaining a combined ratio below 100%, which indicates that the company is making an underwriting profit, depends upon many factors including hurricane activity in the Gulf of Mexico and the southern Atlantic coast, strict underwriting of risks, and adequate and timely premium rates. A major hurricane hitting the coast of Alabama, Georgia, South Carolina, Mississippi, Louisiana, or Texas could cause the combined ratio to fluctuate materially from prior years. The property and casualty subsidiaries maintain catastrophe reinsurance to minimize the effect of a major catastrophe.

The combined ratio for 2006 improved significantly at 95.7% compared to 106.6% in 2005. No hurricane activity was experienced in 2006 which led to the reduction in the combined ratio.

The combined ratio for 2005 compared to 2004 increased 7 percentage points. This increase was entirely due to losses incurred from Hurricanes Dennis, Katrina and Rita which each added 1.4, 10.7 and 4.6 percentage points to the combined ratio respectively. Hurricane Ivan added 8.9 percentage points to the combined ratio for 2004.

Non-insurance Operations:

The non-insurance operations of the Company consist of our parent company, National Security Group and a 50% owned subsidiary consolidated under the provision of FIN 46R. The National Security Group has no material sources of revenue and relies almost entirely on dividends from the insurance operations to pay expenses. These dividends are eliminated upon consolidation of the subsidiaries in the audited financials included herein. The expenses of the group consist of expenses associated with the public listing of our stock, taxes and fees, and directors’ fees. The most significant expense of the group is interest expense associated with $11,450,000 in debt. This debt is composed of $2,171,000 in borrowing set to mature in 2007. Management has not yet determined whether this debt will be paid in full or refinanced, but we do not expect any difficulties in refinancing should we decide to do so. The remaining $9,279,000 in debt is the proceeds from a trust preferred security offering undertaken in December of 2005. The primary use for these proceeds was to add capital to the property and casualty subsidiaries to allow flexibility in continuing to increase new business production at a moderate rate. Total interest expense for the Group associated with these borrowings in 2006 was $1,005,000 compared to $201,000 in 2005 as the trust preferred offering was not completed until December 15, 2005.

The 50% owned subsidiary, The Mobile Attic, is not considered a major segment of the Company contributing 2.7% of total gross revenue of the Company. Mobile Attic is consolidated under the provision of FIN 46R due to the existence of debt guarantees provided by the Company on $9,409,000 in debt of Mobile Attic. The debt is backed by all of the assets of Mobile Attic and the guarantee of the Company was facilitated in order to obtain more favorable financing for Mobile Attic.

As is disclosed in the notes to the financial statements, we are in discussions to dispose of the majority of our interest in Mobile Attic. While terms of the arrangement have yet to be finalized, any disposal would be contingent upon the release of the Company from any guarantees of Mobile Attic debt. We will release further details in subsequent 8-K filings with the SEC once the consummation of an agreement becomes imminent.

Asset Portfolio Review:

The life insurance and property/casualty subsidiaries primarily invest in highly liquid investment grade debt and equity securities. At December 31, 2006, the company’s holdings in debt securities amounted to 76.7% of total investments and 59.8% of total assets. The following is a breakdown of the bond portfolio quality according to National Association of Insurance Commissioners (NAIC) Securities Valuation Office (SVO) rating standards, and the nationally recognized rating organization equivalents of Moody’s and Standard and Poor’s:

26

SVO Equivalents
SVO Class	Moody's	Standard and Poor's	% of Total Bond Portfolio
1	Aaa to A3	AAA to A-	94.37%
2	Baa to Baa3	BBB+ to BBB-	4.75%
3	Ba1 to Ba3	BB+ to BB-	0.30%
4	B1 to B3	B+ to B-	0.59%
5	Caa to Ca	CCC to C	0.00%
6	Caa to Ca	C1 to D	0.00%

As of January 1, 1994, the Company adopted Financial Accounting Standards Board Statement 115 and reclassified a portion of its fixed maturity securities portfolio as “available-for-sale,” with the remainder being classified as “held-to-maturity.” With that reclassification, the fixed maturity securities classified as “available-for-sale” are carried at fair value and changes in fair values, net of related income taxes, are charged or credited to shareholders’ equity (see Note 4 to the consolidated financial statements).

The insurance subsidiaries’ fixed maturity securities include mortgage-backed bonds, primarily collateralized mortgage obligations (CMO’s), of $15.1 million and $13.1 million at December 31, 2006 and 2005 respectively. The mortgage-backed bonds are subject to risks associated with variable prepayments of the underlying mortgage loans. Prepayments cause those securities to have different actual maturities than were expected at the time of purchase. Securities that are purchased at a premium to par value and prepay faster than expected will incur a reduction in yield or loss. Securities that are purchased at a discount to par value and prepay faster than expected will generate an increase in yield or gain. The degree to which a security is susceptible to either gains or losses is influenced by the difference between amortized cost and par value, the relative sensitivity of the underlying mortgages backing the assets to prepayments in a changing interest rate environment and the repayment priority of the securities in the overall securitization structure. In order to minimize risk associated with prepayments on collateralized mortgage obligations, the Company typically invests primarily in more predictable planned amortization class (PAC) structures of CMO’s and typically avoids investment in CMO’s priced at significant premiums above par value.

The results with respect to the foregoing investments are as follows:

		Year Ended December 31
		2006		2005		2004
Net investment income	$	4,463	$	3,964	$	4,230
Average current yield on investments		4.4%		4.0%		4.4%
Total return on investments		6.6%		4.1%		6.2%
Net realized gains on investments (before taxes)		2,615		3,727		2,162
Changes in net unrealized gains on investments
(before income taxes)	$	(366)	$	(3,688)	$	(339)

27

As of December 31, 2006, the maturity schedule for all bonds and notes held by the Company, stated at amortized cost, was as follows:

Maturity Schedule (Amounts in thousands)

Maturity		Available for sale		Held to Maturity		Total	Percentage of Total
Maturity in less than 1 year	$	1,691	$	-	$	1,691	2.1%
Maturity in 1-5 years		15,366		2,709		18,075	22.1%
Maturity in 5-10 years		19,583		7,503		27,086	33.1%
Maturity after 10 years		26,340		8,552		34,892	42.7%
	$	62,980	$	18,764	$	81,744	100.0%

It should be noted that the above table is maturities based on stated maturity. Due to call and prepayment features inherent in some debt securities, actual repayment will differ from stated maturities. The Company routinely evaluates the impact of changing interest rates on the projected maturities of bonds in the portfolio and actively manages the portfolio in order to minimize the impact of interest rate risk.

Liquidity and Capital Resources

Due to regulatory restrictions, the majority of the Company’s cash is required to be invested in investment-grade securities to provide ample protection for policyholders. The liabilities of the property and casualty insurance subsidiaries are of various terms and, therefore, those subsidiaries invest in securities with various maturities spread over periods usually not exceeding 10 years. The liabilities of the life insurance subsidiary are typically of a longer duration, and therefore, a higher percentage of securities in the life insurance subsidiary are invested for periods exceeding 10 years.

The liquidity requirements for the Company are primarily met by funds generated from operations of the life insurance and property/casualty insurance subsidiaries. Premium and investment income as well as maturities and sales of invested assets provide the primary sources of cash for both the life and property/casualty businesses, while applications of cash are applied by both businesses to the payment of policy benefits, the cost of acquiring new business (principally commissions), operating expenses, purchases of new investment, and in the case of life insurance, policy loans.

The National Security Group’s consolidated statement of cash flows indicates that operating activities provided (used) cash of $7,802,000, $(5,449,000), and $886,000 in 2006, 2005, and 2004, respectively. The significant increase in cash flow from operating activities in 2006 was primarily due to the improvement in underwriting results in the property and casualty subsidiaries. The negative cash flow from operations in 2005 was due to the significant increase in hurricane losses. Cash flow from operations in 2004 was also adversely impacted by the significant increase in hurricane claims associated with Hurricane Ivan.

The consolidated statement of cash flows also reflects a (decrease) increase in cash from financing activities of $(4,264,000), $4,934,000, and $(2,274,000), respectively. The decrease in cash flow from financing activities in 2006 reflects the reduction of debt held by Mobile Attic of $1,779,000 and the payment of shareholder dividends of $2,183,000. Cash flow from financing activities in 2005 reflects proceeds from a trust preferred securities offering of $9,279,000, repayment of Mobile Attic debt of $2,209,000 and payment of shareholder dividends of $2,134,000. Cash flow from financing activities in 2004 consists primarily of shareholder dividends of $2,084,000.

28

Contractual Obligations and Commitments
		Payments due by period
		($ in thousands)
Contractual Obligations		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Debt Obligations	$	20,859	$	11,580	$	-	$	-	$	9,279
Property and casualty claim reserves	$	12,498	$	7,623	$	3,998	$	625	$	252

Short term debt obligations consist of $2,171,000 held directly by the Company and $9,409,000 in debt held by Mobile Attic. The Company will most likely seek to refinance the $2,171,000 in debt at maturity. We do not foresee any issues arising that would prevent us from refinancing at rates comparable to what we are now paying. Should the negotiations to sell Mobile Attic materialize, the terms of the sale would include the assumption of Mobile Attic debt by the purchaser and the release of our guarantees of the debt. Otherwise, we expect that Mobile Attic will refinance its debt and we will remain guarantor of the debt until such time that Mobile Attic can obtain more favorable financing on its own.

Included in long term debt held directly by the Company is the issuance of $9,279,000 in subordinated debentures completed on December 15, 2005. The proceeds from the debentures were used to make a $6,000,000 capital infusion in the P&C subsidiary National Security Fire and Casualty with the remainder to be held for general corporate purposes. The subordinated debentures mature December 15, 2035. It is anticipated that principal payments will not be made until the expiration of the fixed rate period on the debt in 2015. For further discussion of the subordinated debentures please review Note 8 to the consolidated financial statements and Form 8-K filed December 12, 2005, which is incorporated herein by reference.

In estimating the time interval for payment of property and casualty claim reserves, the Company utilized historical payment patterns. By the nature of the insurance contracts under which these liabilities exist, there can be no certainty that actual payments will fall in the periods indicated above. However, management feels that current liquidity and capital resources are sufficient to pay these obligations as they come due. Also, due to the relatively short-tail nature of the majority of the Company’s claim liabilities, management can conclude with a reasonable level of confidence that historical patterns indicate that approximately 70% of claim liabilities at the end of a given year are settled within the following two year period.

The ability of the Company to meet its commitments for timely payment of claims and other expenses depends, in addition to current cash flow, on the liquidity of its investments. On December 31, 2006, the Company had no known impairments of assets or changes in operation, which would have a material adverse effect upon liquidity. Approximately 87% of the Company’s insurance subsidiary assets are invested in cash; investment grade fixed income securities, short-term investments and broadly traded equity securities, which are highly liquid. The values of these investments are subject to the conditions of the markets in which they are traded. Past fluctuations in these markets have had little effect on the liquidity of the Company. The Company has relatively little exposure to lower grade fixed income investments which might be especially subject to liquidity problems due to thinly traded markets.

Except as discussed in Note 15 to the consolidated financial statements, the Company is aware of no known trends, events, or uncertainties reasonably likely to have a material effect on its liquidity, capital resources, or operations. Additionally, the Company has not been made aware of any recommendations of regulatory authorities, which if implemented, would have such an effect.

As disclosed in Note 12 to the consolidated financial statements, in 2006, the amount that The National Security Group’s insurance subsidiaries can transfer in the form of dividends to the parent company is limited to $934,000 in the life insurance subsidiary and $4,222,000 in the property/casualty insurance subsidiary. However, that condition poses no current short-term or long-term liquidity concerns for the parent company.

29

Off-Balance Sheet Arrangements

With the consolidation of 50% owned subsidiary The Mobile Attic, Inc., triggered by preexisting debt guarantees and the adoption of Financial Accounting Standards Board Interpretation 46 (FIN 46R), the Company has no off balance sheet arrangements.

Statutory Risk-Based Capital of Insurance Subsidiaries

The NAIC has adopted Risk-Based Capital (RBC) requirements for life/health and property/casualty insurance companies to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks such as asset quality, mortality and morbidity, asset and liability matching, benefit and loss reserve adequacy, and other business factors. State insurance regulators will use the RBC formula as an early warning tool to identify, for the purpose of initiating regulatory action, insurance companies that potentially are inadequately capitalized. In addition, the formula defines minimum capital standards that will supplement the current system of low fixed minimum capital and surplus requirements on a state-by-state basis. Regulatory compliance is determined by a ratio of the company’s regulatory total adjusted capital, as defined by the NAIC, to its authorized control level RBC, as defined by the NAIC. Companies below specific trigger points or ratios are classified within levels, each of which requires corrective action.

The levels and ratios are as follows:

Ratio of Total Adjusted Capital to

Authorized Control Level RBC

Regulatory Event(Less Than or Equal to)

Company action level                                                            2.0

Regulatory action level                                                          1.5

Authorized control level                                                        1.0

Mandatory control level                                                        0.7

The ratios of Total Adjusted Capital to Authorized Control Level RBC for The National Security Group’s life/health and property/casualty insurance subsidiaries are all in excess of 6.2 to 1 at December 31, 2006.

National Security Insurance Company (life insurer) has regulatory adjusted capital of $10.30 and $10.78 million at December 31, 2006 and 2005, respectively, and a ratio of regulatory total adjusted capital to authorized control level RBC of 11.7 and 13.3 at December 31, 2006 and 2005 respectively. Accordingly, National Security Insurance Company exceeds the minimum RBC requirements.

National Security Fire & Casualty Company (property/casualty insurer) has regulatory adjusted capital of $32.6 million and $27.2 million at December 31, 2006 and 2005, respectively, and a ratio of regulatory total adjusted capital to authorized control level RBC of 6.2 and 4.4 at December 31, 2006 and 2005 respectively. Accordingly, National Security Fire & Casualty Company exceeds the minimum RBC requirements.

Omega One Insurance Company (property/casualty insurer), which began writing business in late 1995, has regulatory adjusted capital of $9.0 million and $8.0 million at December 31, 2006 and 2005, respectively, and a ratio of regulatory total adjusted capital to authorized control level RBC of 21.8 and 17.4 at December 31, 2006 and 2005, respectively. Accordingly, Omega One Insurance Company exceeds the minimum RBC requirements.

Application of Critical Accounting Policies

Our consolidated financial statements are based upon the development and application of accounting policies that require management to make significant estimates and assumptions. Accounting policies may be based on (including but not limited to) GAAP authoritative literature, statutory authoritative literature, regulations and industry standards. The Company’s financial results would be directly impacted by changes in assumptions and judgments used to select and apply our accounting policies. It is management’s opinion that the following are

30

some of the more critical judgment areas in regards to the application of our accounting policies and their affect on our financial condition and results of operations.

•Reinsurance Receivables

•Deferred Policy Acquisition Costs

•Deferred Taxes

•Valuation of Investments

•Reserves for losses and loss adjustment expense

•Recognition of Revenue

•Evaluation of Litigation

Reinsurance

As part of our risk management strategy we routinely cede risks associated with insurance policies we underwrite to reinsurers pursuant to contractual agreements. Reinsurance provides protection for individual loss occurrences, including catastrophes, to alleviate fluctuation in the results of our underwriting activities and to limit our net liability for individual risks. The estimated reinsurance recoverable on paid losses, including an estimate for losses incurred but not reported, and amounts paid to reinsurers applicable to unexpired terms of policies in force are reported as assets.

A reinsurance arrangement does not discharge the issuing company from primary liability to the insured, and the issuing company is required to discharge its liability to the insured even if the reinsurer is unable to meet its obligations under the reinsurance arrangements. Reinsurance, however, does make the reinsurer liable to the issuing company to the extent of any reinsurance in force at the time of the loss. Reinsurance arrangements also decrease premiums retained by the issuing company since that company pays the reinsuring company a portion of total premiums based upon the amount of liability reinsured.

When a claim is made under a policy we have reinsured, we initially pay the full amount owed to the policyholder or claimant. Subsequently, we initiate the process to recover any amounts due from reinsurers in accordance with the terms of applicable reinsurance treaties. The estimated recoverable is recorded as an asset on the financial statements.

At December 31, 2006, the estimated reinsurance recoverable recorded was $2,242,000. The Company does not anticipate any issues with collection of the recorded amount.

The reinsurance related amounts recorded have been estimated based upon management’s interpretation of the related reinsurance treaty. Areas in which judgment has been used regarding said estimates include: assessing the financial viability and credit quality of each reinsurer as well as the ability of each reinsurer to pay amounts owed.

There is a possibility that the actual amounts recovered from reinsurers could be materially less than the estimates recorded. This possibility could result in a material adverse impact on our financial condition and results of operations. Reinsurers may dispute claims under reinsurance treaties, such as the calculated amount of reinsurance recoverable. Management does not anticipate any issues with recoverability of reinsurance balances based on current evaluations of collectibility.

NSIC generally reinsures all risks in excess of $50,000 with respect to any one insured.

NSFC and Omega generally reinsure with third parties any liability in excess of $225,000 on any single policy. In addition, the property and casualty subsidiaries have catastrophe excess reinsurance, which protects it in part with respect to aggregate property losses arising out of a single catastrophe, such as a hurricane. In 2006, the property and casualty subsidiaries had catastrophe protection up to a $42.5 million loss with a retention/deductible of $3 million. Based on an evaluation using actual NSFC and Omega exposures and catastrophe modeling based on a 250

31

year loss, that is a loss that has a less than ½ of 1% probability of occurring in any given year, the property and casualty subsidiaries would pay (pre-tax) approximately $7.7 million in losses and reinstatement and reinsurers would pay (pre-tax) $38.4 million.

For 2007, the property and casualty subsidiaries maintained catastrophe reinsurance protection in the amount of $42.5 million. However, due to continued increases in rates, we increased our deductible from $3,000,000 to $3,500,000. The increase in the catastrophe reinsurance rate for 2007 was 9%. In addition to the increase in rates, we are currently seeking to add an additional layer or reinsurance protection, increasing our total reinsurance coverage up to $47.5 million. This has become necessary to maintain protection based on changes in computer models given the increase in hurricane frequency and severity in 2004 and 2005. This will provide protection up to at least a 100 year “near term” event as depicted in catastrophe modeling results. The “near term” catastrophe modeling results reflect a predicted increase in storm activity given the current weather pattern and various factors projected to impact our weather patterns in the near term. We believe that maintaining protection to at least a 100 year near term event will be comparable with our past practice of maintaining catastrophe reinsurance protection up to a 250 year event under the previous models.

For more information regarding reinsurance please see Note 10 to our consolidated financial statements.

Deferred Policy Acquisition Costs

Deferred policy acquisition costs (DAC) are those costs incurred in connection with acquiring new business or renewing existing business. DAC is primarily comprised of commissions and other costs related to issuing insurance policies, net of amounts ceded to reinsurers. In accordance with generally accepted accounting principles, these costs are not expensed in their entirety, rather they are recorded as an asset and amortized over the lives of the policies.

A reduction in DAC is recognized if the sum of the expected loss and loss adjustment expenses, unamortized acquisition costs, and maintenance costs exceeds related unearned premiums and projected investment income. Management reviews DAC calculations throughout the year to establish and assess their recoverability. Changes in management’s assumptions, estimates or judgment with respect to calculating DAC could materially impact our financial statements and financial condition. Changes in loss ratios, projected investment income, premium rates or overall expense levels could negatively impact the recoverability of DAC.

At December 31, 2006, we had recorded $7,922,000 as an asset for DAC in our financial statements. We do not foresee any issues related to recoverability of these capitalized costs. For more information regarding deferred policy acquisition costs, please see Note 1 to our financial statements.

Deferred Income Taxes

Deferred income taxes are created when there are differences between assets and liabilities for tax and financial reporting purposes, as well as tax credits, net operating losses and other carry forwards. SFAS 109 “Accounting for Income Taxes,” requires that deferred tax assets be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that all of the recorded deferred tax assets will not be realized in future periods. This standard requires management to exercise judgment in determining whether or not the deferred tax asset is realizable.

At December 31, 2006, there is no evidence to suggest to management that any deferred tax asset is unrealizable. For more information regarding deferred income taxes, please see Note 7 to our financial statements.

Valuation of Investments

Investments are recorded at fair value based upon quoted prices when available. Quoted prices are available for every investment debt and equity security included in the financial statements. Periodically, the carrying values of an individual investment may become temporarily impaired because of time value, volatility, credit quality and existing market conditions. Management evaluates investments to determine whether the impairment is other-than-temporary. Evaluation criteria include credit quality of security, severity of decrease between cost and market value, length of time of the impairment and likelihood that the impairment will reverse in the near future.

32

At December 31, 2006, there were no other-than-temporary impairments. For more information regarding valuation of investments, see Note 1 to our financial statements.

Loss and Loss Adjustment Expense

Property and casualty loss reserves are maintained to cover the estimated unpaid liability for losses and loss adjustment expenses with respect to reported and unreported incurred claims. Loss reserves are an estimation based on actuarial projection techniques common in the insurance industry. Reserves are management’s expectations of what the settlement and administration of claims will cost. Management estimated reserves are based on historical settlement patterns, estimated salvage and subrogation, and an appraisal of the related facts and circumstances. Management’s reserve estimates are reviewed by independent actuaries to determine their adequacy and reasonableness.

At December 31, 2006, the recorded liability for loss and loss and adjustment expense was $12,498,000. We believe this estimate of unpaid losses and loss adjustment expense to be sufficient based on currently available information and a review of our historical reserving practices. For more information regarding loss and loss adjustment expense, see Note 9 to our financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary objectives in managing its investment portfolio are to maximize investment income and total investment returns while minimizing overall credit risk. Investment strategies are developed based on many factors including changes in interest rates, overall market conditions, underwriting results, regulatory requirements and tax position. Investment decisions are made by management and reviewed by the Board of Directors. Market risk represents the potential for loss due to adverse changes in fair value of securities. The three potential risks related to the Company’s fixed maturity portfolio are interest rate risk, prepayment risk and default risk. The primary risk related to the Company’s equity portfolio is equity price risk.

Since the Company’s assets and liabilities are largely monetary in nature, the Company’s financial position and earnings are subject to risks resulting from changes in interest rates at varying maturities, changes in spreads over U.S. Treasuries on new investment opportunities, changes in the yield curve and equity pricing risks.

The Company is exposed to equity price risk on its equity securities. The Company holds common stock with a fair value of $16.1 million. Based on an evaluation of the historical risk measure of our portfolio relative to the S&P 500, if the market value of the S & P 500 Index decreased 10% from its December 31, 2006 value, the fair value of the Company’s common stock would decrease by approximately $1.5 million.

Certain fixed interest rate market risk sensitive instruments may not give rise to incremental income or loss during the period illustrated but may be subject to changes in fair values. Note 1 in the consolidated financial statements presents additional disclosures concerning fair values of Financial Assets and Financial Liabilities, and is incorporated by reference herein.

The Company limits the extent of its market risk by purchasing securities that are backed by stable collateral; the majority of the assets are issued by U.S. government sponsored entities. Also, the majority of all of the subsidiaries’ CMO’s are Planned Amortization Class (PAC) bonds. PAC bonds are typically the lowest risk CMO’s, and provide greater cash flow predictability. Such securities with reduced risk typically have a lower yield, but higher liquidity, than higher-risk mortgage backed bonds. To reduce the risk of loss of principal should prepayments exceed expectations, the Company does not purchase mortgage backed securities at significant premiums over par value.

The Company’s investment approach in the equity markets is based primarily on a fundamental analysis of value. This approach requires the investment committee to invest in well managed, primarily dividend paying companies, which have a low debt to capital ratio, above average return on capital for a sustained period of time, and low volatility rating (beta) relative to the market. The dividends provide a steady cash flow to help pay current claim liabilities, and it has been the Company’s experience that by following this investment strategy, long term investment results have been superior to those offered by bonds, while keeping the risk of loss of capital to a minimum relative to the overall equity market.

33

As for shifts in investment allocations, the major shift has been a move away from corporate bonds and into government agency issues. Corporate spreads have remained extremely tight relative to agency securities. Due to the tight interest rate spreads, the investment committee has not felt compelled from a risk/reward standpoint to increase or maintain the allocation to corporate bonds. Corporate bonds compose just 12.4% of bond investments compared to over 11.8% last year. In contrast, government securities, primarily agency issues, compose 56.5% of bond investments compared to 58.5% last year. Collateralized mortgage obligations, which primarily consist of planned amortization class structures, now compose 18.7% of bond investment compared to 17.4% last year. The Company does not anticipate any further major shifts in fixed income investment allocations in the near future.

34

Item 8. Consolidated Financial Statements and Supplementary Data

Index to Financial Statements
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	36
Consolidated Statements of Income –
Years Ended December 31, 2006, 2005, and 2004	37
Consolidated Balance Sheets –
December 31, 2006 and 2005	38
Consolidated Statements of Shareholders’ Equity –
Years Ended December 31, 2006, 2005, and 2004	39
Consolidated Statements of Cash Flows –
Years Ended December 31, 2006, 2005, and 2004	40
Notes to Consolidated Financial Statements –
December 31, 2006	41
Financial Statement Schedules:
Schedule I. Summary of Investments –
December 31, 2006 and 2005	63
Schedule II. Condensed Financial Information of Registrant –
December 31, 2006 and 2005	64
Schedule III. Supplementary Insurance Information –
December 31, 2006, 2005, and 2004	68
Schedule IV. Reinsurance –
Years Ended December 31, 2006, 2005, and 2004	69
All other Schedules are not required under related instructions or are
inapplicable and therefore have been omitted.

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

The National Security Group, Inc.

Elba, Alabama

We have audited the accompanying consolidated balance sheets of The National Security Group, Inc. and subsidiaries as of December 31, 2006 and 2005 and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2006. Our audits also included the financial statement schedules listed in the Index at page 34. These consolidated financial statements and schedules are the responsibility of the company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The National Security Group, Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Barfield, Murphy, Shank & Smith, P.C.

Birmingham, Alabama

March 28, 2007

36

CONSOLIDATED STATEMENTS OF INCOME
		(Dollars in thousands
		except per share amounts)
		Year Ended December 31,
			2006		2005		2004
REVENUES
	Net premiums earned	$	58,874	$	53,563	$	52,985
	Net investment income		4,463		3,964		4,230
	Net realized investment gains		2,615		3,727		2,162
	Net revenues from leasing operations		1,887		3,360		2,459
	Other income		1,211		1,416		1,312
			69,050		66,030		63,148
BENEFITS AND EXPENSES
	Policyholder benefits paid or provided		37,996		38,241		35,067
	Amortization of deferred policy acquisition costs		1,978		2,704		2,221
	Commissions		8,921		8,987		8,646
	General insurance expenses		9,141		7,911		8,608
	Expenses from leasing operations		1,829		2,404		2,008
	Insurance taxes, licenses and fees		1,729		2,243		2,018
	Interest expense		1,837		1,140		727
			63,431		63,630		59,295
Income Before Income Taxes and Minority Interest			5,619		2,400		3,853
INCOME TAX EXPENSE
	Current		1,907		531		482
	Deferred		(349)		174		364
			1,558		705		846
	Income Before Minority Interest		4,061		1,695		3,007
	Loss (Income) of Minority Interest		189		(137)		106
	Net Income	$	4,250	$	1,558	$	3,113
	EARNINGS PER COMMON SHARE
	Net Income	$	1.72	$	0.63	$	1.26

See accompanying notes to consolidated financial statements

37

The National Security Group, Inc.
CONSOLIDATED BALANCE SHEETS
			(Dollars in thousands)
			December 31,
ASSETS				2006		2005
Investments
	Fixed maturities held-to-maturity, at amortized cost (estimated fair value: 2006 - $18,172;
		2005 - $18,204)	$	18,764	$	18,831
	Fixed maturities available-for-sale, at estimated fair value (cost: 2006 - $62,980;
		2005- $56,704)		61,935		56,124
	Equity securities available-for-sale, at estimated fair value (cost: 2006 - $7,224
		2005 - $6,374)		16,119		15,169
	Receivable for securities			-		677
	Mortgage loans on real estate, at cost			504		387
	Investment real estate, at book value (accumulated depreciation: 2006 - $18; 2005 - $18)			4,154		3,842
	Policy loans			845		793
	Other invested assets			2,346		2,605
	Short-term investments			508		699
		Total Investments		105,175		99,127
Cash				1,106		2,350
Accrued investment income				786		701
Receivable from agents, less allowance for credit losses (2006 - $110; 2005 - $110)				3,098		2,663
Accounts receivable, less allowance for credit losses (2006 - $10; 2005- $48)				2,047		2,848
Inventory				447		1,238
Reinsurance recoverable				2,242		10,193
Deferred policy acquisition costs				7,922		6,567
Property and equipment, net				11,242		12,393
	Other Assets			846		1,146
		Total Assets	$	134,911	$	139,226
LIABILITIES AND SHAREHOLDERS' EQUITY
Property and casualty benefit and loss reserves			$	12,498	$	19,511
Accident and health benefit and loss reserves				824		575
Life and annuity benefit and loss reserves				26,265		24,552
Unearned premiums				17,818		15,791
Policy and contract claims				412		351
Other policyholder funds				1,275		1,309
Short-term debt				11,580		-
Long-term debt				9,279		22,906
Accrued income taxes				1,205		99
Other liabilities				5,645		7,185
Deferred income tax				2,031		2,502
Total Liabilities				88,832		94,781
Contingencies				-		-
Minority interest				700		889
Shareholders' Equity
	Preferred stock, $1 par value, 500,000 shares authorized, none issued or outstanding			-		-
	Class A common stock, $1 par value, 2,000,000 shares authorized, none issued or outstanding			-		-
	Common stock, $1 par value, 10,000,000 shares authorized
		2,466,600 shares issued and outstanding		2,467		2,467
	Additional paid-in capital			4,951		4,951
	Accumulated other comprehensive income			5,616		5,860
	Retained earnings			32,345		30,278
		Total Shareholders' Equity	$	45,379	$	45,556
		Total Liabilities and Shareholders' Equity	$	134,911	$	139,226

See accompanying notes to consolidated financial statements

38

THE NATIONAL SECURITY GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands)
											Accumulated
											Other
						Comprehensive		Retained			Comprehensive		Common	Paid-in
				Total	Income (Loss)			Earnings			Income		Stock	Capital
Balance at December 31, 2003			$	45,872			$		29,825	$	8,629	$	2,467	$	4,951
Comprehensive income:
	Net income for 2004			3,113		3,113			3,113		-		-		-
	Other comprehensive loss, net of tax
		Unrealized loss on securities, net
		of reclassification adjustment of $1,483		(225)		(225)			-		(225)		-		-
Comprehensive income						2,888
	Cash dividends ($0.845 per share)			(2,084)					(2,084)		-		-		-
Balance at December 31, 2004				46,676					30,854		8,404		2,467		4,951
Comprehensive loss:
	Net income for 2005			1,558		1,558			1,558		-		-		-
	Other comprehensive loss, net of tax
		Unrealized loss on securities, net
		of reclassification adjustment of $2,504		(2,544)		(2,544)			-		(2,544)		-		-
Comprehensive loss						(986)
	Cash dividends ($0.865 per share)			(2,134)					(2,134)		-		-		-
Balance at December 31, 2005				43,556					30,278		5,860		2,467		4,951
Comprehensive income:
	Net income for 2006			4,250		4,250			4,250		-		-		-
	Other comprehensive loss, net of tax
		Unrealized loss on securities, net
		of reclassification adjustment of $1,845		(244)		(244)			-		(244)		-		-
Comprehensive income						4,006
	Cash dividends ($0.885 per share)			(2,183)					(2,183)		-		-		-
Balance at December 31, 2006			$	45,379			$		32,345	$	5,616	$	2,467	$	4,951

See accompanying notes to consolidated financial statements.

39

THE NATIONAL SECURITY GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
			(Dollars in thousands)
			Year ended December 31,
				2006		2005		2004
Cash flows from operating activities:
Net income			$	4,250	$	1,558	$	3,113
Adjustments to reconcile net income to net cash provided by (used in)
	operating activities:
		Change in accrued investment income		(85)		43		186
		Change in reinsurance recoverable		7,951		(6,875)		(1,519)
		Amortization of deferred policy acquisition costs		1,978		2,704		2,221
		Change in receivable for securities		677		(677)		-
		Net realized gains on investments		(2,615)		(3,727)		(2,162)
		Change in accounts receivable		801		(2,103)		(265)
		Change in inventory		791		(1,016)		(178)
		Policy acquisition costs deferred		(3,333)		(3,054)		(2,621)
		Change in prepaid reinsurance premiums		196		271		29
		Depreciation expense and amortization/accretion		793		944		700
		Change in policy liabilities and claims		(5,051)		8,073		3,396
		Change in income tax payable		1,106		99		(1,486)
		Change in deferred income taxes		349		174		362
		Change in other liabilities		(1,540)		(691)		(1,246)
		Loss (Gain) of minority interest		189		(137)		106
		Other, net		1,345		(1,035)		250
		Net cash provided by (used in) operating activities		7,802		(5,449)		886
Cash flows from investing activities:
	Purchases of held-to-maturity securities			(1,484)		(1,193)		(19,379)
	Purchases of available-for-sale securities			(24,396)		(23,037)		(4,933)
	Proceeds from maturities of held-to-maturity securities			909		2,770		3,176
	Proceeds from sales of available-for-sale securities			19,569		22,576		25,687
	Proceeds from sales of real estate held for investment			838		189		124
	Purchases of real estate held for investment			(821)		(2,451)		-
	Purchase of other invested assets			-		-		(3,358)
	Proceeds from sales of other invested assets			259		368		385
	Net proceeds (purchases) from sale of short-term investments			191		(449)		50
	Advances on policy loans, net			(52)		(22)		(41)
	Purchase of property and equipment			(331)		(457)		(1,327)
	Proceeds from sale of property and equipment			770		-		-
	Capitalized software development costs			(234)		4,211		69
		Net cash (used in) provided by investing activities		(4,782)		2,505		453
Cash flows from financing activities:
	Proceeds from debt			-		9,279		243
	Payments on debt			(2,047)		(2,209)		(328)
	Change in other policyholder funds			(34)		(2)		(105)
	Dividends paid			(2,183)		(2,134)		(2,084)
		Net cash (used in) provided by financing activities		(4,264)		4,934		(2,274)
		Net (decrease) increase in cash		(1,244)		1,990		(935)
Cash at beginning of year				2,350		360		1,295
Cash at end of year			$	1,106	$	2,350	$	360

See accompanying notes to consolidated financial statements.

40

Note 1 - SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of The National Security Group, Inc. (the Company) and its wholly-owned subsidiaries: National Security Insurance Company (NSIC), National Security Fire and Casualty Company (NSFC) and NATSCO, Inc. (NATSCO). NSFC includes a wholly-owned subsidiary - Omega One Insurance Company (Omega). All significant intercompany transactions and accounts have been eliminated.

The accompanying consolidated financial statements also include an investment in affiliate, which consists of a fifty percent interest in The Mobile Attic, Inc. and its wholly owned subsidiary established in January of 2004, Mobile Attic Franchising Company (MAFCO). The Mobile Attic, Inc. is a portable storage leasing company that began operations in 2001. MAFCO was established in the first quarter of 2004 to conduct the business of selling Mobile Attic portable storage leasing franchises. Effective in the first quarter of 2004 the Company consolidated the accounts of Mobile Attic, Inc. and subsidiary MAFCO according to guidance in Financial Accounting Standards Board Interpretation 46 as revised December 2003 (FIN 46R).

(b) Description of Major Products

NSIC is licensed in the states of Alabama, Florida, Georgia, Mississippi, South Carolina and Texas and was organized in 1947 to provide life and burial insurance policies to the homeservice market. Business is now produced by both company and independent agents. Primary products include ordinary life, accident and health, supplemental hospital, and cancer insurance products.

NSFC is licensed in Alabama, Arkansas, Florida, Georgia, Kentucky, Mississippi, Oklahoma, South Carolina, Tennessee and West Virginia. In addition NSFC operates on a surplus lines basis in Louisiana, Missouri, and Texas. NSFC operates in various property and casualty lines, the most significant of which are dwelling property fire and extended coverage, homeowners, mobile homeowners, ocean marine, nonstandard automobile physical damage and liability and nonstandard commercial auto liability.

Omega is licensed in the states of Alabama and Louisiana. Omega operates in property and casualty lines, the most significant of which are homeowners and nonstandard automobile physical damage and liability.

(c)      Basis of Presentation

The significant accounting policies followed by the Company and subsidiaries that materially affect financial reporting are summarized below. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) which, as to the subsidiary insurance companies, differ from statutory accounting practices permitted by regulatory authorities.

(d)      Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the more significant estimates included in these financial statements are reserves for future policy benefits, losses and loss adjustment expenses and deferred policy acquisition costs. Actual results could differ from those estimates.

(e)      Investments

The Company’s securities are classified in two categories and accounted for as follows:

• Securities Held-to-Maturity. Bonds, notes and redeemable preferred stock for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts which are recognized in interest income using methods which approximate level yields over the period to maturity.

41

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

•Securities Available-for-Sale. Bonds, notes, common stock and non-redeemable preferred stock not classified as either held-to-maturity, or trading are reported at fair value, adjusted for other-than-temporary declines in fair value. The Company and its subsidiaries have no trading securities.

Unrealized holding gains and losses, net of tax, on securities available-for-sale are reported as a net amount in a separate component of shareholders’ equity until realized.

Realized gains and losses on the sale of investments available-for-sale are determined using the specific-identification method.

Generally, realized gains and losses on sales of investments are recognized in net income using the specific identification method.

Mortgage loans and policy loans are stated at the unpaid principal balance of such loans. Investment real estate is reported at cost, less allowances for depreciation computed on the straight-line basis. Short-term investments are carried at cost, which approximates market value. Investments with other than temporary impairment in value are written down to estimated realizable values and losses recognized in the determination of net income.

Other invested assets consist principally of state sponsored investments with a portion of the investment yield derived from insurance premium tax credits. These investments are reported at the unpaid principal balance.

(f) Receivable from Agents

Agent balances are reported at unpaid balances, less a provision for credit losses.

(g) Accounts Receivable

Accounts receivable are reported at net realizable value. Management determines the allowance for doubtful accounts based on historical losses and current economic conditions. On a continuing basis, management analyzes delinquent receivables and, once these receivables are determined to be uncollectible, they are written off through a charge against an existing allowance account or against earnings.

(h) Inventory

Inventory consists of finished goods inventory and is carried at the lower of cost (first-in, first-out

method) or market.

(i) Property and Equipment

Property and equipment is carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Significant cost incurred for internally developed software are capitalized and amortized over estimated useful lives of 3 years. Maintenance, repairs, and minor renovations are charged to expense as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the respective account and the resulting gain or loss is included in the results of operations. The Company provides for depreciation of property and equipment using the straight-line method designed to amortize costs over estimated useful lives. Estimated useful lives range up to 40 years for buildings and from 3-8 years for electronic data processing equipment and furniture and fixtures.

(j) Fair Value of Financial Instruments

The table below presents the carrying value and fair value of the Company’s financial instruments, as defined in accordance with applicable requirements. Fair values of the Company’s financial instruments are estimated by reference to quoted prices from market sources and financial institutions, as well as other valuation techniques. In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. The fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, such as estimates of timing and amount of expected future cash flows. Such estimates do

42

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.

Certain financial instruments, particularly insurance liabilities other than financial guarantees and investment contracts are excluded from the disclosures. In evaluating the Company’s management of interest rate and liquidity risk, the fair values of all assets and liabilities should be taken into consideration.

The fair values of cash, cash equivalents, short-term investments and balances due on accounts from agents, reinsurers and others approximate their carrying amounts as reflected in the consolidated balance sheet due to their short-term availability or maturity.

	In Thousands of Dollars at December 31,
	2006				2005
	Carrying			Estimated	Carrying			Estimated
	Value			Fair Value	Value			Fair Value
Assets and related instruments
Debt and equity securities	$	95,136	$	94,545	$	90,124	$	89,497
Mortgage loans		504		504		387		387
Policy loans		845		845		793		793
Other invested assets		2,346		2,346		2,605		2,605
Liabilities and related instruments
Other policyholder funds		1,275		1,275		1,309		1,309
Long-term debt		20,859		20,859		22,906		22,906

(k) Statement of Cash Flows

For purposes of reporting cash flows, cash includes cash-on-hand, demand deposits with banks and overnight investments.

(l) Revenue Recognition

Life insurance premiums are recognized as revenues when due. Property and casualty insurance premiums, less amounts ceded to reinsurers, are recognized on a pro rata basis over the terms of the policies. Reinsurance premiums assumed are recognized as reported by the ceding company.

Mobile Attic, Inc. recognizes leasing revenues from royalties, storage unit rentals and sales on a monthly basis. Revenues from delivery charges are recognized when these services are billed. Mobile Attic executes franchise agreements that set the terms of its arrangement with each franchisee. The franchisee agreement requires the franchisee to pay an initial, non-refundable fee ranging from $35,000 to $55,000 and continuing fees based on percentage of rents. The initial term of the franchise is 20 years and, subject to Mobile Attic’s approval and payment of a renewal fee, a franchise may generally renew its agreement upon its expiration for an additional 10 years.

When an individual franchise is sold, Mobile Attic agrees to provide certain services to the Franchisee, including training on the operations of the business as well as training on the loading and unloading of the storage containers. Mobile Attic recognizes initial fees as revenue when substantially all initial services required by the franchise agreement are performed, which is generally upon opening of a franchise location.

Mobile Attic sold 5 individual franchise licenses during 2006 and 15 during 2005. Initial fees included in revenues for the years ended December 31, 2006 and 2005 were $300,000 and $625,000, respectively. Deferred revenue at December 31, 2006 and 2005 was $70,000 and $175,000, respectively, and

43

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

represents that portion of total revenues from franchises not yet open. There were two company-owned locations in operation during the years ended December 31, 2006 and 2005.

As territory is assigned to each franchise sold, Mobile Attic may reach the point where existing markets become saturated and initial franchising revenue declines. Unless new markets are entered, franchise revenues after market saturation will come primarily from renewal fees for existing franchises.

(m) Deferred Policy Acquisition Costs

The costs of acquiring new insurance business are deferred and amortized over the lives of the policies. Deferred costs include commissions, other agency compensation and expenses, and other underwriting expenses directly related to the level of new business produced.

Acquisition costs relating to life contracts are amortized over the premium paying period of the contracts, or the first renewal period of term policies, if earlier. Assumptions utilized in amortization are consistent with those utilized in computing policy liabilities.

The method of computing the deferred policy acquisition costs for property and casualty policies limits the amount deferred to a percentage of related unearned premiums.

(n) Policy Liabilities

The liability for future life insurance policy benefits is computed using a net level premium method including the following assumptions:

Years of Issue	Interest Rate
1947 - 1968	4%
1969 - 1978	6% graded to 5%
1979 - 2006	7% graded to 6%

Mortality assumptions include various percentages of the 1955-60 and 1965-70 Select and Ultimate Basic Male Mortality Table. Withdrawal assumptions are based on the Company’s experience.

(o) Claim Liabilities

The liability for unpaid claims represents the estimated liability for claims reported to the Company and its subsidiaries plus claims incurred but not yet reported and the related adjustment expenses. The liabilities for claims and related adjustment expenses are determined using case-basis evaluations and statistical analyses and represent estimates of the ultimate net cost of all losses incurred through December 31 of each year. Although considerable variability is inherent in such estimates, management believes that the liabilities for unpaid claims and related adjustment expenses are adequate. The estimates are continually reviewed and adjusted as necessary; such adjustments are included in current operations.

(p) Earnings Per Share

Earnings per share of common stock is based on the weighted average number of shares outstanding during each year. The adjusted weighted average shares outstanding were 2,466,600 (2,466,600 in 2005 and 2004).

(q) Reinsurance

In the normal course of business, NSFC seeks to reduce the loss that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. In 2006, NSFC maintained catastrophe reinsurance protection for losses from a single catastrophic event with an upper limit of $42.5 million with a $3 million deductible and 5% coinsurance on reinsured losses up to $17.5 million.

Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. Amounts paid for prospective reinsurance contracts are reported as prepaid reinsurance premiums and amortized over the remaining contract period. In the normal

44

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

course of business, NSIC seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage contracts. NSIC retains a maximum of $50,000 of coverage per individual life. The cost of reinsurance is amortized over the contract period of the reinsurance.

(r) Reclassifications

Certain reclassifications have been made in the previously reported financial statements to make the prior year amounts comparable to those of the current year. Such reclassifications had no effect on the previously reported net income or shareholders’ equity.

(s) Advertising

The Company expenses advertising costs as incurred except for nondirect-response advertising costs, which are expensed the first time the advertising takes place. Advertising costs charged to expense were $446,000 for the year ended December 31, 2006 ($250,000 and $142,000 for the years ended December 31, 2005 and 2004, respectively). Advertising costs capitalized at December 31, 2005 were $192,000.

(t) Concentration of Credit Risk

The Company maintains cash depository accounts which, at times, may exceed federally insured limits. These amounts represent actual account balances held by financial institutions at the end of the period, and unlike the balance reported in the financial statements, the account balances do not reflect timing delays inherent in reconciling items such as outstanding checks and deposits in transit. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Reinsurance contracts do not relieve the Company of its obligations to policyholders. A failure of a reinsurer to meet their obligation could result in losses to the insurance subsidiaries. Allowances for losses are established if amounts are believed to be uncollectible. At December 31, 2006 and 2005, no amounts were deemed uncollectible. The Company, at least annually, evaluates the financial condition of all reinsurers and evaluates any potential concentrations of credit risk. At December 31, 2006, management does not believe the Company is exposed to any significant credit risk related to its reinsurance program.

(u) Recently Issued Accounting Standards

During 2006, the Financial Accounting Standards Board (FASB) issued the following pronouncements:

SFAS No. 155, Accounting for Certain Hybrid Financial Instruments eliminates the exception from applying SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to interests on securitized financial assets so similar instruments are accounted for similarly regardless of form. SFAS No. 155 is effective for all financial instruments acquired or issued in an entity’s first fiscal year beginning after September 15, 2006.The adoption of this statement is not expected to have a material impact on the Company’s financial position or results of operations.

SFAS No. 156, Accounting for Servicing of Financial Assets will require entities to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations. It also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value and allows a choice of either the amortization or fair value measurement method for subsequent measurement. The statement is effective for annual periods beginning after September 15, 2006. The adoption of this statement is not expected to have a material impact on the Company’s financial position or results of operations.

FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties, accounting for income taxes in interim periods, financial disclosures, and transition. This interpretation is effective for fiscal

45

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

years beginning after December 15, 2006. The Company is currently evaluating the impact this interpretation may have on its financial position or results of operations at the time it is adopted.

SFAS No. 157, Fair Value Measurements, changes the requirements for accounting and reporting of a change in accounting principle. The statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this statement at the time it is adopted.

SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans will require a company to recognize on a prospective basis an asset for a plan’s overfunded status or a liability for a plan’s underfunded status in its statement of financial position, to measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and to recognize changes in the funded status of a defined postretirement plan in the year in which the changes occur as a component of other comprehensive income. The requirement to recognize the funded status of a benefit plan and the disclosure requirements of the statement are effective for fiscal years ending after December 15, 2006. The requirement to measure the plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The Company does not have a defined benefit pension plan or other postretirement plans and as a result the adoption of this statement is not expected to have a material impact on the Company’s financial position or results of operations.

SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement is not expected to have a material impact on the Company’s financial position or results of operations.

NOTE 2 – VARIABLE INTEREST ENTITIES

In December 2003, the FASB issued Revised FIN 46 (FIN 46R) to clarify certain aspects of FIN 46 including the determination of who is the primary beneficiary of a variable interest entity (VIE). FIN 46R postponed the effective date as to when companies are required to apply the provisions prospectively for all variable interest entities in existence prior to January 31, 2003 until the first financial reporting period that ends after March 15, 2004. However, for entities that are considered to be special purpose entities, the effective date of FIN 46R is financial reporting periods after December 15, 2003. The Company does not have an interest in any special purpose entities. The Company consolidated its affiliate, Mobile Attic, Inc., upon adoption of FIN 46R in the first quarter 2004 due to the Company’s guarantee of Mobile Attic’s line of credit. The consolidation of Mobile Attic increased total assets by approximately $15 million and total liabilities by approximately $13 million. There was no effect on total shareholders’ equity. The consolidation of Mobile Attic did not have a material impact on the results of operations as the Company previously accounted for the investment under the equity method. See Note 17 for additional information related to the VIE.

In December 2005, the Company formed National Security Capital Trust I (the Trust), a statutory trust created under the Delaware Statutory Trust Act, for the sole purpose of issuing, in private placement transactions, $9 million of trust preferred securities (TPS) and using the proceeds thereof, together with the equity proceeds received from the Company in the initial formation of the Trust, to purchase $9.3 million of variable rate subordinated debentures issued by the Company. The Company owns all voting securities of the Trust and the subordinated debentures are the sole assets of the Trust. The Trust will meet the obligations of the TPS with the interest and principal paid on the subordinated debentures. The Company received net proceeds from the TPS transactions, after commissions and other costs of issuance, of $9.005 million. The Company also holds all the voting securities issued by the Trust and such trusts are considered to be VIE’s. The Trust is not consolidated

46

NOTE 2 – VARIABLE INTEREST ENTITIES – CONTINUED

because the Company is not the primary beneficiary of the trust. The Subordinated Debentures, disclosed in Note 8 are reported in the accompanying Consolidated Balance Sheet as a component of long-term debt. The Company’s equity investments in the Trust total $279,000 and are included in Other Assets.

NOTE 3 - STATUTORY ACCOUNTING PRACTICES

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) which vary in certain respects from reporting practices prescribed or permitted by insurance regulatory authorities. The significant differences for statutory reporting include: (a) acquisition costs of acquiring new business are charged to operations as incurred, (b) life policy liabilities are established utilizing interest and mortality factors specified by regulatory authorities, (c) the Asset Valuation Reserve (AVR) and the Interest Maintenance Reserve (IMR) are recorded as liabilities, and (d) non-admitted assets (furniture and equipment, agents’ debit balances and prepaid expenses) are charged directly to surplus.

Statutory net gains from operations and capital and surplus, excluding intercompany transactions, are summarized as follows:

			2006		2005		2004
	NSIC - including realized capital (losses) gains of $561, $129, and $(56), respectively	$	(1,580)	$	(101)	$	291
	NSFC - including realized capital gains of $1,803, $3,098, and $1,847, respectively	$	4,222	$	729	$	2,164
	Omega - including realized capital gains of $180, $180, and $35, respectively	$	621	$	645	$	667
Statutory risk-based adjusted capital:
	NSIC - including AVR of $ 955, $845, and $1,153, respectively	$	10,298	$	10,776	$	11,451
	NSFC	$	32,583	$	27,209	$	23,766
	Omega	$	9,038	$	8,016	$	7,573

The above amounts exclude allocation of overhead from the Company. NSIC, NSFC and Omega are in compliance with statutory restrictions with regard to minimum amounts of surplus and capital.

47

NOTE 4 - INVESTMENT SECURITIES

The amortized cost and aggregate fair values of investments in securities are as follows:

				(Dollars in thousands)
				December 31, 2006
						Gross			Gross
				Amortized		Unrealized			Unrealized			Fair
				Cost		Gains			Losses			Value
Available-for-sale securities:
	Corporate debt securities		$	11,521	$	39		$	133		$	11,427
	Obligations of states and political subdivisions			5,650		23			92			5,581
	U.S. Treasury securities and obligations of
		U.S. government corporations and agencies		45,809		60			942			44,927
Total fixed maturities				62,980		122			1,167			61,935
Equity securities				7,224		9,261			366			16,119
		Total	$	70,204	$	9,383		$	1,533		$	78,054
Held-to-maturity securities:
	Corporate debt securities		$	244	$	6		$	-		$	250
	Obligations of states and political subdivisions			2,787		22			54			2,755
	U.S. Treasury securities and obligations of
		U.S. government corporations and agencies		15,733		11			577			15,167
		Total	$	18,764	$	39		$	631		$	18,172
				December 31, 2005
						Gross			Gross
				Amortized			Unrealized			Unrealized			Fair
				Cost		Gains			Losses			Value
Available-for-sale securities:
	Corporate debt securities		$	8,958	$	148		$	121		$	8,985
	Obligations of states and political subdivisions			6,519		134			101			6,552
	U.S. Treasury securities and obligations of
		U.S. government corporations and agencies		41,227		114			754			40,587
Total fixed maturities				56,704		396			976			56,124
Equity securities				6,374		9,192			397			15,169
		Total	$	63,078	$	9,588		$	1,373		$	71,293
Held-to-maturity securities:
	Obligations of states and political subdivisions		$	244	$	-		$	47		$	197
	U.S. Treasury securities and obligations of			2,280		7			66			2,221
		U.S. government corporations and agencies
				16,307		9			530			15,786
		Total	$	18,831	$	16		$	643		$	18,204

48

NOTE 4 - INVESTMENT SECURITIES – CONTINUED

The amortized cost and aggregate fair value of debt securities at December 31, 2006, by contractual maturity, are as follows. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

		(Dollars in Thousands)
			Amortized		Fair
Available-for-sale securities:			Cost		Value
	Due in one year or less	$	1,691	$	1,682
	Due after one year through five years		15,366		15,228
	Due after five years through ten years		19,583		19,24
	Due after ten years		26,340		25,777

	Total	$	62,980	$	61,935
Held-to-maturity securities:
	Due in one year or less	$	-	$	-
	Due after one year through five years		2,709		2,647
	Due after five years through ten years		7,503		7,249
	Due after ten years		8,552		8,276
	Total	$	18,764	$	18,172

For 2006, gross gains of $2,637,000 ($3,793,000 for 2005 and $2,219,000 for 2004) and gross losses of $86,000 ($66,000 for 2005 and $130,000 for 2004) were realized on sales of available-for-sale-securities.

A summary of securities available-for-sale with unrealized losses as of December 31, 2006 and 2005 along with the related fair value, aggregated by the length of time that investments have been in a continuous unrealized loss position, is as follows:

			(Dollars in thousands) December 31, 2006
			Less than 12 months				12 months or longer				Total
					Gross				Gross				Gross	Total
			Fair		Unrealized		Fair		Unrealized		Fair		Unrealized	Securities in a
			Value		Losses		Value		Losses		Value		Losses	Loss Position
Fixed maturities
	Corporate	$	-	$	-	$	7,780	$	133	$	7,780	$	133	22
	Obligations of state and
	political subdivisions		-		-		4,817		92		4,817		92	19
	U.S. Treasury securities and
	obligations of U.S. government		-		-		-		-		-		-	-
	corporations and agencies		-		-		40,056		942		40,056		942	97
Equity securities			-		-		1,571		366		1,571		366	9
		$	-	$	-	$	54,224	$	1,533	$	54,224	$	1,533	147

49

NOTE 4 - INVESTMENT SECURITIES – CONTINUED

			(Dollars in thousands) December 31, 2005
			Less than 12 months				12 months or longer				Total
					Gross				Gross				Gross	Total
			Fair		Unrealized		Fair		Unrealized		Fair		Unrealized	Securities in a
			Value		Losses		Value		Losses		Value		Losses	Loss Position
Fixed maturities
	Corporate	$	-	$	-	$	3,562	$	121	$	3,562	$	121	16
	Obligations of state and
	political subdivisions		-		-		3,424		101		3,424		101	17
	U.S. Treasury securities and
	obligations of U.S. government
	corporations and agencies		-		-		33,426		754		33,426		754	78
Equity securities			-		-		998		397		998		397	7
		$	-	$	-	$	41,410	$	$           1,373	$	41,410	$	1,373	118

A summary of securities held-to-maturity with unrealized losses as of December 31, 2006 and 2005 along with the related fair value, aggregated by the length of time that investments have been in a continuous unrealized loss position, is as follows:

			(Dollars in thousands) December 31, 2006
			Less than 12 months				12 months or longer				Total
					Gross				Gross				Gross	Total
			Fair		Unrealized		Fair		Unrealized		Fair		Unrealized	Securities in a
			Value		Losses		Value		Losses		Value		Losses	Loss Position
Fixed maturities
	Corporate	$	-	$	-	$	-	$	-	$	-	$	-	-
	Obligations of state and
	political subdivisions		-		-		2,222		54		2,222		54	8
	U.S. Treasury securities and
	obligations of U.S. government
	corporations and agencies		-		-		14,490		577		14,490		577	43
		$	-	$	-	$	16,712	$	631	$	16,712	$	631	51

			(Dollars in thousands) December 31, 2006
			Less than 12 months				12 months or longer				Total
					Gross				Gross				Gross	Total
			Fair		Unrealized		Fair		Unrealized		Fair		Unrealized	Securities in a
			Value		Losses		Value		Losses		Value		Losses	Loss Position
Fixed maturities
	Corporate	$	-	$	-	$	244	$	47	$	244	$	47	1
	Obligations of state and
	political subdivisions		-		-		2,078		66		2,078		66	8
	U.S. Treasury securities and
	obligations of U.S. government
	corporations and agencies		-		-		15,203		530		15,203		530	43
		$	-	$	-	$	17,525	$	643	$	17,525	$	643	52

50

NOTE 4 - INVESTMENT SECURITIES – CONTINUED

All unrealized losses are reviewed to determine whether the losses are other than temporary.  Factors considered include whether the securities are backed by the U.S. Government or its agencies and concerns surrounding the recovery of full principal.  Management believes the unrealized losses are market driven and no ultimate loss will occur.

NOTE 5 - NET INVESTMENT INCOME

Major categories of investment income are summarized as follows:

		(Dollars in thousands)
		Year ended December 31,
			2006		2005		2004
Fixed maturities		$	3,706	$	3,505	$	3,704
Equity securities			333		408		503
Mortgage loans on real estate			28		22		18
Investment real estate			60		23		15
Policy loans			58		56		2
Other, principally short-term investments			399		95		223
			4,584		4,109		4,465
Less: Investment expenses			121		145		235
Net investment income		$	4,463	$	3,964	$	4,230
An analysis of investment gains follows:		Year ended December 31,
			2006		2005		2004
Net realized investment gains:
	Fixed maturities	$	99	$	132	$	431
	Other, principally equity securities		2,516		3,595		1,731
		$	2,615	$	3,727	$	2,162

An analysis of the net increase in unrealized appreciation on available-for-sale securities follows:

		Year ended December 31,
			2006		2005		2004
Net decrease in unrealized appreciation on available-
	for-sale securities before deferred tax	$	(366)	$	(3,689)	$	(339)
Deferred income tax			122		1,145		114
Net decrease in unrealized appreciation on available-
	for-sale securities	$	(244)	$	(2,544)	$	(225)

51

NOTE 6 - PROPERTY AND EQUIPMENT

At December 31, property and equipment consisted of the following:

		(Dollars in Thousands)
		2006		2005
Building and improvements	$	1,957	$	1,945
Electronic data processing equipment		2,093		2,027
Leasing equipment		9,932		10,955
Furniture and fixtures		1,021		1,098
		15,003		16,025
Less accumulated depreciation		3,761		3,632
	$	11,242	$	12,393

Depreciation expense for the year ended December 31, 2006 was $743,000 ($905,000 for the year ended December 31, 2005 and $805,000 for the year ended December 31, 2004).

NOTE 7 - INCOME TAXES

Total income tax expense varies from amounts computed by applying current federal income tax rates to income before income taxes. The reason for these differences and the approximate tax effects are as follows:

	(Dollars in thousands)
	Year ended December 31,
		2006		2005		2004
Federal income tax rate applied to pre-tax income	$	1,910	$	816	$	1,310
Dividends received deduction and tax-exempt interest		(149)		(183)		(196)
Other, net		(203)		72		(268)
Federal income tax expense	$	1,558	$	705	$	846

Net deferred tax liabilities are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of the enacted tax laws.

52

NOTE 7 - INCOME TAXES – CONTINUED

The tax effect of significant differences representing deferred tax assets and liabilities are as follows:

		(Dollars in Thousands)
		December 31,
		2006			2005
General insurance expenses			$	707		$	1,233
Unearned premiums				1,212			1,061
Claim liabilities				243			255
Policy liabilities				-			70
	Deferred tax assets			2,162			2,619
Depreciation				(216)			(534)
Deferred policy acquisition costs				(1,745)			(2,233)
Unrealized gains on securities available-for-sale				(2,232)			(2,354)
	Deferred tax liabilities			(4,193)			(5,121)
Net deferred tax liability			$	(2,031)		$	(2,502)

The appropriate income tax effects of changes in temporary differences are as follows:

	Year ended December 31,
		2006		2005		2004
Deferred policy acquisition costs	$	(488)	$	117	$	138
Policy liabilities		70		70		69
Unearned premiums		(151)		(88)		(65)
General insurance expenses		526		(55)		(71)
Depreciation		(318)		86		313
Claim liabilities		12		44		(20)
	$	(349)	$	174	$	364

Under pre-1984 life insurance company tax laws, a portion of NSIC's gain from operations was not subject to current income taxation, but was accumulated for tax purposes in a memorandum account designated "policyholders' surplus". The aggregate balance in this account, $3,720,000 at December 31, 2006, would be taxed at current rates only if distributed to shareholders or if the account exceeded a prescribed minimum. The Deficit Reduction Act of 1984 eliminated additions to policyholders' surplus for

1984 and thereafter. Deferred taxes have not been provided on amounts designated as policyholders' surplus. The deferred income tax liability not recognized is approximately $1,270,000 at December 31, 2006.

53

NOTE 8 – NOTES PAYABLE AND LONG-TERM DEBT

Short-term debt consisted of the following as of December 31, 2006 and December 31, 2005:

		2006		2005
Note payable to bank with an interest rate based on LIBOR (8.10% at December 31, 2006 and 7.12% at December 31, 2005) dated March, 2002; maturity March, 2007. Payments of $112,953 due quarterly with balloon payment at maturity. Unsecured	$	2,171	$	-
Note payable to bank with an interest rate based on prime minus 25 basis points (8.00% at December 31, 2006 and 7.00% at December 31, 2005) dated June, 2004; maturity June, 2007. Interest payments due quarterly. Secured by $9,005 of leasing equipment.		9,409		-
	$	11,580	$	-

Long-term debt consisted of the following as of December 31, 2006 and December 31, 2005:

		(Dollars in thousands)
		2006		2005
Subordinated debentures issued on December 15, 2005 with fixed interest rate of 8.83% each distribution period thereafter until December 15, 2015 when the coupon rate shall equal the 3-month LIBOR plus 3.75% applied to the outstanding principal; maturity December, 2035. Interest payments due quarterly. Unsecured	$	9,279	$	9,279
Note payable to bank with an interest rate based on LIBOR (7.12% at December 31, 2005) dated March, 2002; maturity March, 2007. Payments of $112,953 due quarterly with balloon payment at maturity. Unsecured		-		2,439
Note payable to bank with an interest rate based on prime minus 25 basis points (7.00% at December 31, 2005) dated June, 2004; maturity June, 2007. Interest payments due quarterly. Secured by Mobile Attic leasing equipment.		-		11,188
	$	9,279	$	22,906

Aggregate maturities of long-term debt for each of the five years subsequent to December 31, 2006 are as follows (dollars in thousands): 2007-$11,580; 2008-$0; 2009-$0; 2010-$0 and 2011-$0. The remaining $9,279 is due in 2035.

The subordinated debentures (debentures) have the same maturities and other applicable terms and features as the associated trust preferred securities (TPS). The debentures bear a fixed interest rate until December 15, 2015. Payment of interest may be deferred for up to 20 consecutive quarters; however, stockholder dividends cannot be paid during any extended interest payment period or any time the debentures are in default. All have stated maturities of thirty years but may be redeemed at any time following the tenth anniversary of issuance. None of the securities require the Company to maintain minimum financial covenants. The Company has guaranteed that amounts paid to the Trust (discussed in Note 2) will be remitted to the holders of the associated TPS. This guarantee, when taken together with the obligations of the Company under the

54

NOTE 8 – NOTES PAYABLE AND LONG-TERM DEBT – CONTINUED

debentures, the Indentures pursuant to which the debentures were issued, and the related trust agreement (including obligations to pay related trust fees, expenses, debt and other obligations with respect to the TPS), provides a full and unconditional guarantee of amounts due the Trust. The amount guaranteed is not expected to

at any time exceed the obligations of the TPS, and no additional liability has been recorded related to the guarantee.

NOTE 9 - POLICY AND CLAIM RESERVES

The following table is a reconciliation of beginning and ending property and casualty reserve balances for claims and claim adjustment expense for the years ended December 31:

		(Dollars in thousands)
		2006		2005		2004
Claims and claim adjustment expense
reserves at beginning of year	$	19,511	$	13,094	$	11,343
Less reinsurance recoverables on
unpaid losses		8,560		2,611		1,232
Net balances at beginning of year		10,951		10,483		10,111
Provision for claims and claim adjustment
expenses for claims arising in current year		32,311		36,660		32,702
Estimated claims and claim adjustment
expenses for claims arising in prior years		1,092		(1,599)		(1,091)
Total increases		33,403		35,061		31,611
Claims and claim adjustment expense
payments for claims arising in:
Current year		26,056		29,168		25,837
Prior years		7,583		5,425		5,402
Total payments		33,639		34,593		31,239
Net balance at end of year		10,715		10,951		10,483
Plus reinsurance recoverables on
unpaid losses		1,783		8,560		2,611
Claims and claim adjustment expense
reserves at end of year	$	12,498	$	19,511	$	13,094

The provision for claims and claim adjustment expenses for prior years (net of reinsurance recoveries) increased in 2006 primarily due to adverse development related to significant storm related losses in a concentrated coverage area in December of 2005 with the ultimate settlement of these claims exceeding preliminary estimates and due to adverse development of a single commercial auto policy with a loss occurring in 2004 and increases in reserves on these claims were made in late 2006. The provision for claims and claim adjustment expenses for prior years (net of reinsurance recoveries) decreased in 2005 and 2004 because of lower-than-anticipated losses primarily in homeowners and dwelling fire lines of business. As a result of changes in estimates of insured events in prior years, the provision for claims and claim adjustment expenses (net of reinsurance recoveries) decreased in 2005 by an additional $500,000.

The Company has a geographic exposure to catastrophe losses in certain areas of the country. Catastrophes can be caused by various events including hurricanes, windstorms, earthquakes, hail, severe winter weather, explosions and fires, and the incidence and severity of catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Most catastrophe losses are restricted to small geographic areas; however, hurricanes and earthquakes may produce significant damage in large, heavily populated areas. The Company generally seeks to reduce its exposure to catastrophes through individual risk selection and the purchase of catastrophe reinsurance. At December 31, 2006, the Company’s estimate of unpaid losses and adjustment

55

NOTE 9 - POLICY AND CLAIM RESERVES – CONTINUED

expenses for hurricane related claims incurred in prior years totaled $1 million. Because all remaining outstanding claims are covered by the companies reinsurance contract, net outstanding losses to the Company total less than $10,000 including an allowance for estimated incurred but not reported losses.

NOTE 10 – REINSURANCE

The Company’s insurance operations participate in reinsurance in order to limit losses, minimize exposure to large risks, provide additional capacity for future growth and effect business-sharing arrangements. Life reinsurance is accomplished through yearly renewable term. Property and casualty reinsurance is placed on both a quota-share and excess of loss basis. Reinsurance ceded arrangements do not discharge the insurance subsidiaries as the primary insurer, except for cases involving a novation. Failure of reinsurers to honor their obligations could result in losses to the insurance subsidiaries. The insurance subsidiaries evaluate the financial conditions of their reinsurers and monitor concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize their exposure to significant losses from reinsurance insolvencies. At December 31, 2006, reinsurance receivables with a carrying value of $175,000 ($233,000 at December 31, 2005) and prepaid reinsurance premiums of $16,000 ($196,000 at December 31, 2005) were associated with a single reinsurer. The amounts of recoveries pertaining to reinsurance contracts that were deducted from losses incurred during 2006, 2005 and 2004 were approximately $7,525,000, $32,613,000, and $11,284,000, respectively. The Company did not incur any losses from an event occurring in 2006. Amounts reported as ceded incurred losses in 2006 were due to development of losses from prior year catastrophic losses primarily associated with assessments from the Mississippi Windstorm Underwriting Association stemming from losses associated from Hurricane Katrina in 2005. This assessment, while increasing gross losses, was covered by the Company’s catastrophe reinsurance contract and no net losses were incurred due to this adverse development. The significant increase in recoveries pertaining to reinsurance contracts in 2005 compared to prior years was due to reinsurance associated with losses incurred from Hurricanes Katrina and Rita.

56

NOTE 10 – REINSURANCE – CONTINUED

The effect of reinsurance on premiums written and earned was as follows:

	(Dollars in Thousands)
	2006
	Life				Property & Casualty
	Written		Earned		Written		Earned
Direct	$	6,476	$	6,592	$	58,712	$	56,669
Assumed		-		-		-		-
Ceded		(42)		(42)		(4,165)		(4,345)
Net	$	6,434	$	6,550	$	54,547	$	52,324
	2005
	Life				Property & Casualty
	Written		Earned		Written		Earned
Direct	$	6,148	$	6,280	$	54,692	$	53,718
Assumed		-		-		-		-
Ceded		(46)		(46)		(6,117)		(6,389)
Net	$	6,102	$	6,234	$	48,575	$	47,329
	2004
	Life				Property & Casualty
	Written		Earned		Written		Earned
Direct	$	6,176	$	6,200	$	47,870	$	51,618
Assumed		-		-		-		-
Ceded		(27)		(27)		(4,835)		(4,806)
Net	$	6,149	$	6,173	$	43,035	$	46,812

57

NOTE 11 - EMPLOYEE BENEFIT PLAN

In 1989, the Company and its subsidiaries established a retirement savings plan (401K Plan) and transferred the assets from the defined contribution profit sharing plan into the new plan. All full-time employees who have completed six months of service at January 1 or July 1 are eligible to participate and all employee contributions are fully vested for employees who have completed 1,000 hours of service in the year of contribution. Company matching contributions for 2006, 2005, and 2004 amounted to $314,000, $217,000, and $189,000, respectively. The Company contributes matching contributions up to 5% of compensation subject to government limitations.

In 1987, the Company established a non-qualified deferred compensation plan for its Board of Directors. The Board members had an option of deferring their fees to a cash account or to a stock account and all share deferrals are recorded at the fair market value on the date of the award. Costs of the deferred compensation plan for 2006, 2005, and 2004 amounted to approximately $198,000, ($259,000), and $208,000, respectively. The directors’ non-qualified deferred compensation plan was frozen on December 31, 2004, and deferrals are no longer allowed. No deferrals of directors’ fees were allowed in 2005 prior to adoption of a new non-qualified plan. A new non-qualified plan became effective January 1, 2006 under which directors are allowed to defer all or a portion of directors’ fees into various investment options.

NOTE 12 - REGULATORY REQUIREMENTS AND DIVIDEND RESTRICTIONS

The amount of dividends paid from NSIC to the Company in any year may not exceed, without prior approval of regulatory authorities, the greater of 10% of statutory surplus as of the end of the preceding year, or the statutory net gain from operations for the preceding year. At December 31, 2006, NSIC’s retained earnings unrestricted for the payment of dividends in 2007 amounted to $934,000.

NSFC is similarly restricted in the amount of dividends payable to the Company; dividends may not exceed the greater of 10% of statutory surplus as of the end of the preceding year, or net income for the preceding year. At December 31, 2006, NSFC’s retained earnings unrestricted for the payment of dividends in 2007 amounted to $4,222,000.

At December 31, 2006, securities with market values of $3,827,000 ($3,780,000 at December 31, 2005) were deposited with various states pursuant to statutory requirements.

Under applicable Alabama insurance laws and regulations, NSFC is required to maintain a minimum total surplus (to include both paid-in and contributed and unassigned surplus) of $100,000.

Under applicable Alabama insurance laws and regulations, NSIC is required to maintain a minimum total surplus (to include both paid-in and contributed and unassigned surplus) of $200,000.

Under applicable Alabama insurance laws and regulations, Omega is required to maintain a minimum total surplus (to include both paid-in and contributed and unassigned surplus) of $600,000.

NOTE 13 - SHAREHOLDERS’ EQUITY

Preferred Stock

The Preferred Stock may be issued in one or more series as shall from time to time be determined and authorized by the Board of Directors. The directors may make specific provisions regarding (a) the voting rights, if any (b) whether such dividends are to be cumulative or noncumulative (c) the redemption provisions, if any (d) participating rights, if any (e) any sinking fund or other retirement provisions (f) dividend rates (g) the number of shares of such series and (h) liquidation preference.

58

NOTE 13 - SHAREHOLDERS’ EQUITY – CONTINUED

Common Stock

The holders of the Class A Common Stock will have one-twentieth of one vote per share, and the holders of the common stock will have one vote per share.

In the event of any liquidation, dissolution or distribution of the assets of the Company remaining after the payments to the holders of the Preferred Stock of the full preferential amounts to which they may be entitled as provided in the resolution or resolutions creating any series thereof, the remaining assets of the Company shall be divided and distributed among the holders of both classes of common stock, except as may otherwise be provided in any such resolution or resolutions.

NOTE 14 - INDUSTRY SEGMENTS

The Company and its subsidiaries operate primarily in the insurance industry. Premium revenues and operating income by industry segment for the years ended December 31, 2006, 2005 and 2004 are summarized below:

(Dollars in thousands)
			Total		P&C Operations		Life Insurance Operations		Non-Insurance Operations
Year ended December 31, 2006
Revenues
	Net premiums earned	$	58,874	$	52,324	$	6,550	$	-
	Net investment income		4,463		2,591		1,785		87
	Net realized investment gains		2,615		1,983		582		50
	Net revenues from leasing operations		1,887		-		-		1,887
	Other income (loss)		1,211		1,208		2		1
		$	69,050	$	58,106	$	8,919	$	2,025
Income (loss) before income taxes:		$	7,456	$	9,282	$	(1,741)	$	(85)
Interest expense			1,837		-		83		1,754
		$	5,619	$	9,282	$	(1,824)	$	(1,839)
Assets		$	134,911	$	75,893	$	45,247	$	13,771
Amortization of deferred policy aquisition costs		$	1,978	$	2,478	$	(500)	$	-
Depreciation expense		$	743	$	245	$	136	$	362
Capital expenditures		$	938	$	643	$	268	$	27

59

NOTE 14 - INDUSTRY SEGMENTS – CONTINUED

(Dollars in thousands)
			Total		P&C Operations		Life Insurance Operations		Non-Insurance Operations
Year ended December 31, 2005
Revenues
	Net premiums earned	$	53,563	$	47,329	$	6,234	$	-
	Net investment income		3,964		2,323		1,619		22
	Net realized investment gains		3,727		3,278		215		234
	Net revenues from leasing operations		3,360		-		-		3,360
	Other income (loss)		1,416		1,364		52		-
		$	66,030	$	54,294	$	8,120	$	3,616
Income (loss) before income taxes:		$	3,540	$	2,698	$	(271)	$	1,113
Interest expense			1,140		15		114		1,011
		$	2,400	$	2,683	$	(385)	$	102
Assets		$	139,226	$	74,967	$	45,565	$	18,694
Amortization of deferred policy aquisition costs		$	2,704	$	2,256	$	448	$	-
Depreciation expense		$	905	$	100	$	347	$	458
Capital expenditures		$	457	$	18	$	321	$	118

60

NOTE 14 - INDUSTRY SEGMENTS – CONTINUED

(Dollars in thousands)
			Total		P&C Operations		Life Insurance Operations		Non-Insurance Operations
Year ended December 31, 2004
Revenues
	Net premiums earned	$	52,985	$	46,812	$	6,173	$	-
	Net investment income		4,230		2,315		2,013		(98)
	Net realized investment gains		2,162		1,881		276		5
	Net revenues from leasing operations		2,459		-		-		2,459
	Other income (loss)		1,312		1,325		9		(22)
		$	63,148	$	52,333	$	8,471	$	2,344
Income (loss) before income taxes:		$	4,580	$	4,224	$	216	$	140
Interest expense			727		-		30		697
		$	3,853	$	4,224	$	186	$	(557)
Assets		$	128,631	$	65,462	$	45,947	$	17,222
Amortization of deferred policy aquisition costs		$	2,221	$	2,115	$	106	$	-
Depreciation expense		$	805	$	188	$	173	$	444
Capital expenditures		$	1,327	$	130	$	663	$	534

NOTE 15 - CONTINGENCIES

Litigation

The Company and its subsidiaries continue to be named as parties to litigation related to the conduct of their insurance operations.  These suits involve alleged breaches of contracts, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of the Company’s subsidiaries, and miscellaneous other causes of action.  Most of these lawsuits include claims for punitive damages in addition to other specified relief.

On December 12, 2005, the United States District court for the Middle District of Alabama (the “Court”) entered an order preliminarily approving a proposed settlement of a case pending against a subsidiary of the Company styled Mary W. Williams, et al v. National Security Insurance Company (“Williams Litigation”) and preliminarily certifying such case as a class action.  The Williams Litigation related primarily to claims that a subsidiary of the Company sold industrial burial insurance policies to racial minorities on which it charged higher premiums or provided inferior benefits than premiums charged to or policy benefits provided to similarly situated non-minority policyholders.  The Company’s subsidiary has not sold industrial burial insurance for more than 20 years.  Following a fairness hearing held on August 22, 2006, the Court, in an order dated August 30, 2006, granted final approval to the proposed settlement.  The effective date of the settlement was September 30, 2006, with an implementation date of December 29, 2006.  The settlement provided for the Company’s subsidiary to, among other matters, provide additional policyholder benefits, including premium adjustments and benefit enhancements on existing policies and additional benefits on matured policies and pay attorneys fees.  The Company had previously established litigation reserves with respect to this matter and had taken a policy reserve charge with respect to adjustments to the subject policies that were voluntarily made in 2000. The remaining costs associated with this settlement, including costs associated with prospective enhancements, are fully reflected in the attached financial statements for the period ending December 31, 2006.  The class, as certified, did not permit any class

61

NOTE 15 – CONTINGENCIES - CONTINUED

members to opt out of the settlement and enjoined all similar litigation against the Company’s subsidiary.  In the settlement, the Company’s subsidiary denied all claims and allegations made in the lawsuit.

The company establishes and maintains reserves on contingent liabilities.  In many instances, however, it is not feasible to predict the ultimate outcome with any degree of accuracy.  While a resolution of these matters may

significantly impact consolidated earnings and the Company’s consolidated financial position, it remains management’s opinion, based on information presently available, that the ultimate resolution of these matters will not have a material impact on the Company’s consolidated financial position. 

NOTE 16 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest during 2006 was $1,846,000 ($1,139,000 in 2005 and, $645,000 in 2004). Cash paid for income taxes in 2006 was $300,000 ($400,000 in 2005 and $2,000,000 in 2004). Noncash investing activities in 2006 and 2005 included converting $551,000 and $276,000, respectively, of storage units from furniture and equipment into inventory. Noncash investing activities in 2006 also included converting $746,000 of storage units from inventory into furniture and equipment.

NOTE 17 - RELATED PARTY TRANSACTIONS

During the years ended December 31, 2006, 2005 and 2004 the Company’s affiliate Mobile Attic acquired $2,861,000; $2,632,000; and $1,389,000, respectively, of equipment from Cash Brothers Leasing, Inc. (Cash Brothers).  The principal owners of Cash Brothers are also stockholders in Mobile Attic.  Cash Brothers is also a distributor of the mobile storage units.  During 2006, 2005 and 2004 Mobile Attic paid $36,000; $103,000; and $100,000, respectively, in commissions to Cash Brothers.  At December 31, 2006 and 2005, Mobile Attic had accrued expenses due Cash Brothers of $10,000 and $16,000, respectively.

Mobile Attic also acquired $4,213,000 and $4,977,000 of equipment from Bridgeville Trailers during the years ended December 31, 2006 and 2005, respectively.  Two of the majority shareholders of Bridgeville Trailers each own 25% of Mobile Attic. 

NOTE 18 – SUBSEQUENT EVENT

The Company has entered into discussions with a party regarding the sale of its interest in Mobile Attic, Inc.  The terms of the agreement have yet to be finalized but the consummation of an agreement would be contingent upon a provision to release the Company from any existing debt guarantees of Mobile Attic and consequently an elimination of the requirement to consolidate Mobile Attic under the provisions of FIN 46R. 

62

THE NATIONAL SECURITY GROUP, INC.
SCHEDULE I. SUMMARY OF INVESTMENTS (CONSOLIDATED)
(Dollars in Thousands)
				December 31, 2006						December 31, 2005
								Amount per						Amount per
						Fair		the Balance				Fair		The Balance
				Cost		Value		Sheet		Cost		Value		Sheet
Securities Held to Maturity:
	United States government		$	15,733	$	15,167	$	15,733	$	16,307	$	15,788	$	16,307
	States, municipalities and
		political subdivisions		2,787		2,755		2,787		2,280		2,220		2,280
	Public Utilities			-		-		-		-		-		-
	Industrial and Miscellaneous			244		250		244		244		196		244
	Total Securities Held to Maturity.		$	18,764	$	18,172	$	18,764	$	18,831	$	18,204	$	18,831
Securities Available for Sale:
Equity Securities:
	Public utilities		$	156	$	424	$	424	$	314	$	724	$	724
	Banks and insurance companies			1,819		3,809		3,809		911		2,942		2,942
	Industrial and all other			5,249		11,886		11,886		5,150		11,503		11,503
	Total equity securities		$	7,224	$	16,119	$	16,119	$	6,375	$	15,169	$	15,169
Debt Securities:
	United States government		$	45,810	$	44,927	$	44,927	$	41,227	$	40,587	$	40,587
	States, municipalities and
		political subdivisions		5,649		5,581		5,581		6,519		6,552		6,552
	Public Utilities			1,649		1,649		1,649		398		405		405
	Industrial and Miscellaneous			9,872		9,778		9,778		8,560		8,580		8,580
	Total Debt Securities		$	62,980	$	61,935	$	61,935	$	56,704	$	56,124	$	56,124
	Total Available for Sale		$	70,204	$	78,054	$	78,054	$	63,079	$	71,293	$	71,293
	Total Securities		$	88,968	$	96,226	$	96,818	$	81,910	$	89,497	$	90,124
Receivable for securities				-		-		-		677		-		677
Note Receivable From Affiliate				-		-		-		-		-		-
Mortgage loans on real estate				504		-		504		387		-		387
Investment real estate				4,154		-		4,154		3,842		-		3,842
Policy loans				845		-		845		793		-		793
Other invested assets				2,346		-		2,346		2,605		-		2,605
Short term investments				508		-		508		699		-		699
		Total investments	$	97,325	$	96,226	$	105,175	$	90,913	$	89,497	$	99,127

63

THE NATIONAL SECURITY GROUP, INC. (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
(Amounts in thousands)
			December 31,
			2006		2005
Assets
	Cash	$	144	$	2,952
	Investment in subsidiaries (equity method)
	eliminated upon consolidation		54,523		51,470
	Other assets		3,424		2,025
	Total Assets	$	58,091	$	56,447
Liabilities and Shareholders' Equity
	Accrued general expenses	$	1,262	$	1,174
	Notes payable		11,450		11,717
	Total Liabilities	$	12,712	$	12,891
	Total Shareholders' Equity	$	45,379	$	43,556
	Total Liabilities and Shareholders' Equity	$	58,091	$	56,447

64

THE NATIONAL SECURITY GROUP, INC. (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
(Amounts in thousands)
			For the Years Ended December 31,
			2006		2005		2004
Income
	From subsidiaries-eliminated upon consolidation
	Dividends	$	1,500	$	2,500	$	2,800
	Other income		414		395		381
			1,914		2,895		3,181
Expenses
	State taxes	$	2	$	24	$	7
	Other expenses		1,434		483		722
		$	1,436	$	507	$	729
Income before income taxes and equity in
	undistributed earnings of subsidiaries	$	478	$	2,388	$	2,452
Income tax expense (benefit)			(475)		105		(357)
Income before equity in undistributed earnings
	of subsidiaries	$	953	$	2,283	$	2,809
Equity in undistributed (losses) earnings of subsidiaries			3,297		(725)		304
	Net income	$	4,250	$	1,558	$	3,113

65

THE NATIONAL SECURITY GROUP, INC. (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
(Amounts in thousands)
			For the Years Ended December 31,
			2006		2005		2004
Cash flows from operating activities:
Net income		$	4,250	$	1,558	$	3,113
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in undistributed (income) loss of subsidiaries			(3,297)		725		(304)
Change in other assets			(1,399)		(321)		(24)
Change in other liabilities			88		(246)		105
	Net cash (used in) provided by
	operating activities	$	(358)	$	1,716	$	2,890
Cash flows from investing activities:
Capital contribution to subsidiary		$	-	$	(6,000)	$	-
	Net cash (used in)
	investing activities	$	-	$	(6,000)	$	-
Cash flows from financing activities:
Proceeds from notes payable		$	-	$	9,279	$	-
Payments on notes payable			(267)		(572)		(328)
Cash dividends			(2,183)		(2,134)		(2,084)
	Net cash provided by (used in)
	financing activities	$	(2,450)	$	6,573	$	(2,412)
Net increase (decrease) in cash and cash equivalents		$	(2,808)	$	2,289		478
Cash at beginning of year		$	2,952	$	663	$	185
Cash at end of year		$	144	$	2,952	$	663

66

THE NATIONAL SECURITY GROUP, INC. (PARENT COMPANY)
Notes to Condensed Financial Information of Registrant
Note 1-Basis of Presentation
	Pursuant to the rules and regulations of the Securities and Exchange Commission, the Condensed
	Financial Information of the Registrant does not include all of the information and notes normally
	included with financial statements prepared in accordance with generally accepted accounting
	principles. It is, therefore, suggested that this Condensed Financial Information be read in
	conjunction with the Consolidated Financial Statements and Notes thereto included in the
	Registrant's Annual Report as referenced in Form 10-K, Part II, Item 8, page 36.
Note 2-Cash Dividends from Subsidiaries
	Dividends of $1.5 million in 2006, $2.5 million in 2005, and $2.8 million in 2004 were paid to the
	Registrant by its subsidiaries.

67

THE NATIONAL SECURITY GROUP, INC.
SCHEDULE III SUPPLEMENTARY INSURANCE INFORMATION (CONSOLIDATED)
(Amounts in thousands)
									Deferred		Future
									Acquisition		Policy		Unearned
									Costs		Benefits		Premiums
At December 31, 2006:
	Life and accident and health insurance							$	4,649	$	27,501	$	-
	Property and casualty insurance								3,273		-		17,818
	Total							$	7,922	$	27,501	$	17,818
At December 31, 2005:
	Life and accident and health insurance							$	4,089	$	25,478	$	-
	Property and casualty insurance								2,478		-		15,791
	Total							$	6,567	$	25,478	$	15,791
At December 31, 2004:
	Life and accident and health insurance							$	3,961	$	24,834	$	-
	Property and casualty insurance								2,256		-		14,779
	Total							$	6,217	$	24,834	$	14,779
											Commissions,
									Benefits,		Amortization		General
									Claims,		of Deferred		Expenses,
					Net				Losses and		Policy		Taxes,
			Premium		Investment		Other		Settlement		Acquisition		Licenses
			Revenue		Income		Income		Expenses		Costs		and Fees
For the year ended December 31, 2006:
	Life and accident and health insurance	$	6,550	$	1,785	$	2	$	5,535	$	918	$	4,291
	Property and casualty insurance		52,234		2,591		1,208		32,461		9,981		6,380
	Other		-		87		1		-		-		3,865
	Total	$	58,784	$	4,463	$	1,211	$	37,996	$	10,899		14,536
For the year ended December 31, 2005:
	Life and accident and health insurance		6,234		1,619		52		3,904		1,833	$	3,525
	Property and casualty insurance		47,329		2,323		1,364		34,337		9,858		6,657
	Other		-		22		-		-		-		3,516
	Total		53,563		3,964		1,416		38,241		11,691	$	13,698
For the year ended December 31, 2004:
	Life and accident and health insurance	$	6,173	$	2,013	$	9	$	4,130	$	1,578	$	3,268
	Property and casualty insurance		46,812		2,315		1,325		30,937		9,289		6,909
	Other		-		(98)		(22)		-		-		3,184
	Total	$	52,985	$	4,230	$	1,312	$	35,067	$	10,867	$	13,361
Note: Investment income and other operating expenses are reported separately by segment and not allocated.

68

THE NATIONAL SECURITY GROUP, INC
SCHEDULE IV REINSURANCE (CONSOLIDATED)
(Amounts in thousands)
										Percentage
					Ceded		Assumed			of Amount
			Gross		to Other		from Other		Net	Assumed
			Amount		Companies		Companies		Amount	to Net
For the year ended December 31, 2006
Life insurance in force		$	228,257	$	11,076	$	-	$	217,181	0.00%
Premiums:
	Life insurance and accident and health insurance		6,592		42		-		6,550	0.00%
	Property and casualty insurance		56,669		4,345		-		52,324	-
	Total premiums	$	63,261	$	4,387	$	-	$	58,874	0.00%
For the year ended December 31, 2005:
Life insurance in force		$	217,152	$	13,541	$	-	$	203,611	0.00%
Premiums:
	Life insurance and accident and health insurance		6,280		46		-		6,234	0.00%
	Property and casualty insurance		53,718		6,389		-		47,329	-
	Total premiums	$	59,998	$	6,435	$	-	$	53,563	0.00%
For the year ended December 31, 2004:
Life insurance in force		$	186,474	$	8,441	$	-	$	178,033	0.00%
Premiums:
	Life insurance and accident and health insurance		6,200		27		-		6,173	0.00%
	Property and casualty insurance		51,676		4,864		-		46,812	-
	Total premiums	$	57,876	$	4,891	$	-	$	52,985	0.00%

69

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Company management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

The National Security Group, Inc., as a non-accelerated filer, must be in compliance with Section 404 of The Sarbanes-Oxley Act for yearend 2007. Management is currently performing documentation procedures in a preliminary assessment on internal controls over financial reporting in order to document and evaluate the current controls in place in order to form a basis for future testing required for compliance with Section 404 of the Sarbanes-Oxley Act. In the past, management has relied on existing controls although said controls may not have been in unabridged written form.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers

JACK E. BRUNSON (50) has served as a director since 1999 and as President of the Fire Company since 1997. He also serves on the Boards of Directors of the Fire Company and Omega One. He joined the Company in 1982. Mr. Brunson is a Chartered Property and Casualty Underwriter.

W. L. BRUNSON, JR. (48) has served as a director since 1999 and as President and Chief Executive Officer of the Company since 2000. He also holds the position of President of the Life Company. He joined the Company in 1983. Mr. Brunson is also a director of the Fire Company, NATSCO, the Life Company, Omega One and The Mobile Attic, Inc. Mr. Brunson is a member of the Alabama State Bar.

MICKEY L. MURDOCK (64) has served as a director since 1976 and as Chief Operating Officer and Senior Vice President. From 1982 to 2002 he served as Chief Financial Officer and Treasurer of the Company. Prior to that time, he served as Vice President and Controller of the Company. He joined the Company in 1970. Mr. Murdock is also a Director of the Life Company, the Fire Company, Omega One, NATSCO, and The Mobile Attic, Inc. Mr. Murdock is a Certified Public Accountant.

BRIAN R. MCLEOD (38) currently serves as Vice President, Chief Financial Officer and Treasurer of the Company. From 1992-2002 he served as controller. He joined the Company in 1992. Mr. McLeod is also a Director of the Life Company, the Fire Company, Omega One, NATSCO, and The Mobile Attic, Inc. Mr. McLeod is also a member of the Board of Directors for Trinity Bank, a community bank in Dothan, Alabama. Mr. McLeod is a Certified Public Accountant.

The information contained on pages 4-5 of The National Security Group’s Proxy Statement dated March 29, 2007, with respect to directors of the Company and Corporate Governance, is incorporated herein by reference in response to this item.

The information contained on page 6 of The National Security Group’s Proxy Statement dated March 29, 2007, with respect to Audit Committee and Audit Committee financial expert, is incorporated herein by reference in response to this item.

70

The information contained on page 14 of The National Security Group’s Proxy Statement dated March 29, 2007, with respect to information on the beneficial ownership reporting for directors and executive officers, is incorporated herein by reference in response to this item.

Item 11. Executive Compensation

The information contained on pages 9-11 of The National Security Group’s Proxy Statement dated March 29, 2007, with respect to executive compensation and transactions, is incorporated herein by reference in response to this item.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained on page 7 of The National Security Group’s Proxy Statement dated March 29, 2007, with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference to this item.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information contained on page 8 of The National Security Group’s Proxy Statement dated March 29, 2007, with respect to certain relationships and related transactions, is incorporated herein by reference in response to this item.

Item 14. Principal Accountant Fees and Services

The information contained on page 8 of The National Security Group’s Proxy Statement dated March 29, 2007, with respect to principal accountant fees and services, is incorporated herein by reference in response to this item.

PART IV

Item 15 Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

1.    Consolidated financial statements, notes thereto and related information of The National Security Group, Inc. (the “Company”) are included in Item 8 beginning on page 35:

•      Report of Independent Registered Public Accounting Firm

•      Consolidated Statements of Income

•      Consolidated Balance Sheets

•      Consolidated Statements of Shareholders’ Equity

•      Consolidated Statements of Cash Flows

•      Consolidated Notes to the Financial Statements

2.    Additional financial statement schedules and report of independent registered accounting firm are furnished herewith pursuant to the requirements of Form 10-K:

71

1. Exhibits filed as part of this Form 10-K:

3. Amended Certificate of Incorporation filed with the Secretary of State of Delaware on August 2, 2004 and By-Laws.

11.	Computation of Earnings Per Share Filed Herewith, See Note 1 to Consolidated Financial
		Statements

14. Code of Ethics, see additional information on page 9 of this report.

21. Subsidiaries of the registrant.

31.1 Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

31.2 Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

32.1 Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

32.1.1 Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the

Sarbanes Oxley Act of 2002

	(b)	During the last fiscal quarter of the period covered by this Report, the Company filed the following Current Reports on Form 8-K:
Date of Report			Date Filed	Description
November 10, 2006			November 13, 2006	Press release, dated November 13, 2006, issued by The National Security Group, Inc.

72

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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.

THE NATIONAL SECURITY GROUP, INC.

/s/ Brian R. McLeod	/s/ William L. Brunson, Jr.
Brian R. McLeod	William L. Brunson, Jr.
Chief Financial Officer and	President, Chief Executive
Treasurer

Date: March 28, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in their capacity as a Director of The National Security Group, Inc. on March 28, 2007.

SIGNATURE

/s/ Winfield Baird	/s/ Mickey L. Murdock
/s/ Carolyn Brunson	/s/ Donald Pittman
/s/ Jack E. Brunson	/s/ Fleming Brooks
/s/ William L. Brunson, Jr.	/s/ Paul C. Wesch
/s/ Fred D. Clark, Jr.	/s/ L. Brunson White
/s/ Frank B. O’Neil	/s/ Walter P. Wilkerson

73

Certification Chief Executive Officer The National Security Group, Inc.

Exhibit 31.1

Certification Chief Executive Officer The National Security Group, Inc.

CERTIFICATION

I, William L. Brunson, Jr. certify that:

1. I have reviewed this annual report on Form 10-K of The National Security 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(s) 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)) 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) 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

(c) 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(s) 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: March 28, 2007	/s/ William L. Brunson, Jr.
	Name: William L. Brunson, Jr. Title: Chief Executive Officer

74

Certification Chief Financial Officer The National Security Group, Inc.

Exhibit 31.2

CERTIFICATION

I, Brian R. McLeod, certify that:

1. I have reviewed this annual report on Form 10-K of The National Security 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(s) 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)) 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) 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

(c) 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(s) 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: March 28, 2007	/s/ Brian R. McLeod, CPA
	Name: Brian R. McLeod, CPA Title: Chief Financial Officer

75

Certification Chief Executive Officer The National Security Group, Inc.

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

Exhibit 32.1 Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, the undersigned officer of the National Security Group, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or 15 (d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 28, 2007	/S/ William L. Brunson Jr.
	Name: William L. Brunson, Jr. Title: Chief Executive Officer

76

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

Exhibit 32.2 Certification of Chief Financial Officer

Pursuant to 18 U.S.C. § 1350, the undersigned officer of The National Security Group, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or 15 (d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 28, 2007	/S/ Brian R. McLeod
	Name: Brian R. McLeod, CPA Title: Chief Financial Officer

77

EX-3

Exhibit 3.

CERTIFICATE OF INCORPORATION

OF

THE NATIONAL SECURITY GROUP, INC.

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is: The National Security Group, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. The location and principal office of the Corporation shall be Elba, Alabama.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. The Corporation shall have and may exercise any and all powers which a corporation incorporated under the General Corporation Law of the State of Delaware may have and exercise.

FOURTH: The total number shares of all classes of stock which the Corporation shall have authority to issue is 12 million five hundred thousand (12,500,000), of which five hundred thousand (500,000) shares are to be preferred stock (hereinfafter called the “Preferred Stock”), of the par value of $1.00 each, ten million (10,000,000) shares are to be common stock, of the par value of $1.00 (hereinafter called the “Corporation Common Stock” and two million (2,000,000) shares are to be Class A Common Stock (herinafter called the “Class A Common Stock”), of the par value of $1.00 each. (The Corporation Common Stock and Class A Common Stock are sometimes hereinafter collectively called “Common Stock”).

(A)(1)      The Preferred Stock may be issued in such one or more series as shall from time to time be created and authorized to be issued by the Board of Directors as hereinafter provided.

(2)       The Board of Directors is hereby expressly authorized, by resolution or resolutions from time to time adopted providing for the issuance of Preferred Stock, to fix and state, to the extent not fixed by the provisions hereinafter set forth, the designations, powers, preferences and relative, participating, optional and other special rights of the shares of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, including (but without limiting the generality of the foregoing) any of the following with respect to which the Board of Directors shall determine to make affirmative provisions:

(a) the distinctive name and serial designation;

(b) the annual dividend rate or rates and the dividend payment dates;

(c) whether dividends are to be cumulative or non cumulative and the

participating or other special rights, if any, with respect to the payment of dividends;

(d) whether any series shall be subject to redemption and, if so, the manner of

redemption and the redemption price or prices;

(e) the amount or amount of preferential or other payments to which any series is

entitled over any other series or over the Common Stock on voluntary liquidation, dissolution or winding up of the Corporation;

(f) any sinking fund or other retirement provisions and the extent to which the

charges therefore are to have priority over the payment of dividends on or the making of sinking fund or other like retirement provisions for shares of any other series or over dividends on the Common Stock;

(g) any conversion, exchange, purchase or other privileges to acquire shares of

any other series or of the Common Stock;

(h) the number of shares of such series; and

(i) the voting rights, if any, of such series

(3) Each share of each series of Preferred Stock shall have the same relative rights

and be identical in all respects with all the other shares of the same series.

(4) Before the Corporation shall issue any shares of Preferred Stock of any series

authorized as hereinbefore provided, a certificate setting forth a copy of the resolution or resolutions with respect to such series adopted by the Board of Directors of the Corporation pursuant to the foregoing authority vested in the Board of Directors shall be made, filed and recorded in accordance with the then applicable requirements, if any, of the laws of the State of Delaware, or, if no certificate is then so required, such certificate shall be signed and acknowledged on behalf of the Corporation by its Chairman of the Board of Directors, President or a Vice-President and its corporate seal shall be affixed thereto and attested by its Secretary or an Assistant Secretary and such certificate shall be filed and kept on file at the principal office of the Corporation, the registered office in the State of Delaware and in such other places as the Board of Directors shall designate.

(5) Shares of any series of Preferred Stock which shall be issued and thereafter

acquired by the Corporation through purchase, redemption, conversion or otherwise may, by resolution or resolutions of the Board of Directors, be returned to the status of authorized but unissued Preferred Stock of the same series. Unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issue thereof, the number of authorized shares of Preferred Stock of any such series may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution or resolutions of the Board of Directors and the filing of a certificate complying with the foregoing requirements. In case the number of shares of any such series of Preferred Stock shall be decreased, the shares representing such decrease shall, unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issuance thereof, resume the status of authorized but unissued Preferred Stock, undesignated as to series.                       

(B)       No holder of any of the shares of the Common Stock or Preferred Stock, or any series thereof, of the Corporation shall be entitled as of right to purchase or subscribe for any unissued shares of any such stock or series or of any additional shares of any class of stock or series to be issued by reason of any increase in the authorized capital stock of the Corporation of any class, or bonds, certificates of indebtedness, debentures or other securities convertible into stock of any class or series of the Corporation, or carrying any rights to purchase stock of any class or series, but any such unissued or such additional authorized issue of any stock of any class or series or other securities convertible into any stock of any class or series or carrying any right to purchase any stock of any class or series, may be issued and disposed of pursuant to resolution of the Board of Directors of the Corporation to such persons, firms, corporations or associations, upon such terms, as may be deemed advisable by the Board of Directors of the Corporation in the exercise of its discretion. The Corporation may from time to time issue its shares of stock of any class or series for such consideration as may be fixed from time to time by the Board of Directors and may receive in payment thereof, in whole or in part, cash, labor done, personal property or real property, whether tangible or intangible, or interests therein or leases thereof. In the absence of actual fraud in the transactions, the judgment of the Board of Directors as to the value of such labor, personal property, real property or interests therein or leases thereof shall be conclusive. Any and all shares so issued for which the consideration so fixed shall have been paid or delivered shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payment in respect thereof.

The authority of the Board of Directors to provide for the issuance of shares of the

Common Stock, and one or more series of the Preferred Stock, shall include, but shall not be limited to, authority to issue shares of the Common Stock and shares of any series of the Preferred Stock in any manner (including issuance pursuant to right, warrants or other options) and for any purpose permitted by law, including for delivery as all or part of the consideration for or in connection with the acquisition of all or part of the stock of another corporation or of all or part of the assets of another corporation or enterprise, irrespective of the amount by which the issuance of such stock shall increase the number of shares outstanding (but not in excess of the number of shares authorized), and adoption of this provision as part of this Certificate of Incorporation by the holders of the stock of the Corporation shall be deemed for all purposes in respect to each such acquisition to constitute advance approval by the holders of the stock of the Corporation of the issuance of such stock for such purpose or purposes.

(C)       The Following powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the stock of the Corporation are fixed as follows:

(1)       Dividends. Subject to paragraph (C)(2) hereof, whenever a dividend, payable in cash or property other than securities of the Corporation, is declared and paid to the holders of Corporation Common Stock, the Corporation also shall pay to the holders of Class A Common Stock dividend per share equal to the per share dividend paid to the holders of Corporation Common Stock. Dividends of the type described in this paragraph (C)(1) hereof shall be payable only out of earnings or assets of the Corporation legally available for the payments of such dividends and only as and when declared by the Board of Directors of the Corporation.

(2) Securities Distributions. If at any time a distribution is to be paid in Corporation

Common Stock, Class A Common Stock or any other securities of the Corporation, which distribution does not result in the payment to the Corporation of any new consideration (hereinafter sometimes referred to as a “Share Distribution” or as “Share Distributions”), such Share Distribution may be declared and paid only as follows:

(a) So long as no shares of Class A Common Stock have been issued and are

outstanding, a Share Distribution consisting of Class A Common Stock may be declared and paid to the holders of Corporation Common Stock.

(b) At Such time as shares of Class A Common Stock have been issued and

are outstanding, the following Share Distribution may be declared and paid:

(i) A Share Distribution consisting of Class A Common Stock may be

declared and paid to the holders of Class A Common Stock only or to holders of Class A Common Stock and Corporation Common Stock.

(ii) A Share Distribution consisting of Corporation Common Stock may be declared

and paid but only if such Share Distribution is paid on a pro rata basis equally to the holders of both Corporation Common Stock and Class A Common Stock.

(iii) A Share Distribution consisting of any other class of securities of the

Corporation, other than Common Stock, may be declared and paid to the holders of such class of securities only or to the holders of such class of securities, the holders of Corporation Common Stock and the holders of Class A Common Stock.

(3) Voting. (a) The holders of Corporation Common Stock shall have exclusive

voting power at any time when no shares of Class A Common Stock are issued and outstanding. Otherwise, the holders of Class A Common Stock and Corporation Common Stock shall, in all matters, vote together as a single class, except as may otherwise be required by law; provided, that the holders of Class A Common Stock shall be entitled to one-twentieth of one (1/20 of 1) vote per share and the holders of Corporation Common Stock shall be entitled to one (1) vote per share.

b. Except as expressly set forth in the resolution or resolutions of the Board

of Directors creating any series of the Preferred Stock, the holders of any series of the Preferred Stock entitled to vote shall vote, in accordance with the vote per share granted such holders by resolution or resolutions of the Board of Directors creating such series on all matters as a single class, together with the holders of the Common Stock.

(4) In the event of any liquidation, dissolution, or winding up of the Corporation or

upon the distribution of the assets of the Corporation remaining, after the payment to the holders of the Preferred Stock of the full preferential amounts to which they may be entitled as provided in the resolution or resolutions creating any series hereof, the Common Stock ratably, except as may otherwise be provided in any such resolution or resolutions. Neither the merger or consolidation of the Corporation with another corporation nor the sale or lease of all or substantially all the assets of the Corporation shall be deemed to be a liquidation, dissolution, or winding up of the Corporation or a distribution of its assets.

FIFTH: Unless and except to the extent that by the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

SIXTH: The Board of Directors is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board of Directors.

SEVENTH: Any director or any officer of the Corporation elected or appointed by the stockholders of the Corporation or by its Board of Directors may be removed at any time in such manner as shall be provided in the By-Laws of the Corporation.

EIGHTH: The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH: Except as otherwise provided in Article TENTH and FIFTEENTH, the Corporation reserves the right at any time from time to time to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force and not inconsistent with the provisions in the Certificate of Incorporation or in the By-Laws may be added or inserted in the manner now or hereafter prescribed by law. All rights, preferences, privileges of whatsoever nature conferred upon stockholders, directors or any other persons whosoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in the Article.

TENTH: Certain provisions respecting business combinations:

(A.) Definitions. For the purpose of the Article TENTH:

(1) An “Affiliate” of, or a person “Affiliated” with, a specified person, is a person

that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

(2) “Announcement Date” means, with respect to any Business Combination, the date

of the first pubic announcement of such Business Combinations.

(3) “Associate,” when used to indicate a relationship with any person, means (a) any

corporation or organization (other than the Corporation of a Subsidiary) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten (10) percent or more of any class of equity securities; (b) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity, other than any profit-sharing, employee stock ownership plan or other employee benefit plan of the Corporation or any wholly owned Subsidiary or any person organized, appointed or established by the Corporation or any wholly

owned Subsidiary for or pursuant to the terms of any such plan, or (c) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person.

(4) A person shall be “beneficial owner” of any Voting Stock:

(a) which such person or any of its Affiliates or Associates beneficially owns,

directly or indirectly;

(b) which such person or any of it Affiliates or Associates has (i) the right to

acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote or direct the vote pursuant to any agreement, arrangement or understanding; or

(c) which is beneficially owned, directly or indirectly, by any other person with

which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; provided, however, that no director or officer of the Corporation (nor any Affiliate or Associate of such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed the “beneficial owner” of any shares of Voting Stock that are beneficially owned by any other such director or officer.

(5) For the purpose of determining whether a person is an Interested Stockholder

pursuant to paragraph (A)(12) of this Article TENTH the number of shares of Voting Stock deemed to be outstanding shall include shares of Voting Stock deemed owned by the Interested Stockholder through application of paragraph (A)(4) of this Article TENTH but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.

(6) “Board” means the Board of Directors of the Corporation.

(7) A “Business Combination” shall mean any one or more of the following:

(a) any merger or consolidation of the Corporation or of any Subsidiary with or

into (i) any Interested Stockholder or (ii) any other corporation (whether or not itself of Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate of an Interested Stockholder;

(b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (

in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $250,000 or more;

(c) The issuance, pledge, transfer or other disposition by the Corporation or any

Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof having an aggregate Fair Market Value of $250,000 or more;

(d) The adoption of any plan or proposal for the liquidation or dissolution of the

Corporation proposed by or on behalf of an Interested Stockholder or an Affiliate of any Interested Stockholder;

(e) Any reclassification of securities (including any reverse stock split), or

recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the

outstanding shares of any class of equity securities, or securities convertible into equity securities of the Corporation or any Subsidiary, including without limitation, any class or series of Protected Stock, which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder; or

(f) Any agreement, contract or other arrangement providing for any one or

more of the actions specified in the foregoing clauses (a) through (e).

(8) “Consummation Date” means, with respect to any Business Combination, the date on which such Business Combination is effected.

(9) “Determination Date” means, with respect to any Interested Stockholder, the date on which such Interested Stockholder first became an Interested Stockholder.

(10) “Disinterested Director” means any member of the Board who is not an Affiliate,

nominee or representative of the Interested Stockholder and was a member of the Board prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Disinterested Director who is a member of the Board and who is not an Affiliate, nominee or representative of the Interested Stockholder and was recommended or elected to succeed a Disinterested Director by a majority of Disinterested Directors on the Board at the time of such recommendation or election; provided, however, that a person shall be deemed a Disinterested Director notwithstanding the fact that such person was nominated to serve in such capacity by the Board or any committee thereof at a time when the Interested Stockholder was serving as a director of the Corporation and voted, along with a majority of the Disinterested Directors on the Board at the time of such nomination, in favor of such nomination.

(11) ‘Fair Market Value” means (a) in the case of stock, the highest closing sale price

during the thirty day period immediately preceding the date in question of a share of such stock on the Composite Tape for new York Stock Exchange, Inc. Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, Inc.; or, if such stock is not listed on the New York Stock Exchange, Inc,; on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or , if such stock is not listed on any such exchange the highest closing bid quotation with respect to a share of such stock during the thirty day period preceding the date in question as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or any system then in use, or if no such quotation is available, the fair market value on the date in question of a share of such stock as determined in good faith by a majority of the Disinterested Directors; and (b) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Disinterested Directors.

(12) “Interested Stockholder” shall mean, in respect of any Business Combination, any

person (other than the Corporation or any wholly owned Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any wholly owned Subsidiary or any person organized, appointed or established by the Corporation or any wholly-owned Subsidiary for or pursuant to the terms of any such plan) who or which, as of the Announcement Date of such Business Combination, or on the day immediately prior to the consummation of any such Business Combination:

(a)	is the beneficial owner, directly or indirectly, of Voting Stock entitled to cast fifteen percent or more of the total number of votes entitled to be cast in respect of all the outstanding shares of Voting Stock in any vote of stockholders which may be taken pursuant to this Article TENTH; or
(b)	is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of Voting Stock then entitled to cast fifteen percent or more of the total number of votes entitled to be cast in respect of all the outstanding shares of Voting Stock in any vote of stockholders which may be taken pursuant to this Article TENTH; or

(c) is an assignee of or has otherwise succeeded to any shares of Voting Stock of the Corporation which were at any time within the two year period immediately prior to the date in question beneficially owned by an Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933; provided, however, there shall be disregarded in determining whether a person is an Interested Stockholder in respect of any Business Combination the beneficial ownership, both direct and indirect, of the voting power of the Voting Stock owned beneficially by such person or an ancestor of such person immediately after consummation of that plan of exchange whereby the Corporation initially becomes the holding company for national Security Insurance Company ( the “Consummation”), which for purposes of this paragraph (12) shall include any beneficial ownership of Voting Stock resulting from stock splits (including reverse stock splits), stock dividends or recapitalization of such Voting Stock occurring subsequent to the Consummation unless such person has acquired subsequent to the Consummation, other than by gift, devise, bequest or intestate succession, beneficial ownership, either direct or indirect, of one percent (1%) or more of the voting power of the outstanding Voting Stock in addition to the Voting Stock beneficially owned by such person or such person’s ancestor on the Consummation.

(13) A “person” shall mean any individual, firm, corporation or other entity.

(14) “Protected Stock” means all Voting Stock and all other shares of capital stock of

the Corporation having, or which may have upon the happening of some contingency, the right to vote for the election of some or all of the directors of the Corporation, regardless of whether at the time in question such shares then have a present right to so vote.

(15) “Subsidiary” means any corporation of which a majority of any class of equity

security is owned, directly or indirectly, by the Corporation.

(16) “Voting Stock” means, at any time, all shares of capital stock of the Corporation

entitled to vote in the election of directors, which shares shall be considered for the purpose of any vote required by this Article TENTH as, and shall vote together in any such vote as, one class. In any vote required by this Article TENTH, the holder of each share of Voting Stock shall be entitled to cast with respect to such share the same number of votes as such holder could cast generally in matters other than the election of directors.

(17) In the event of any Business Combination in which the Corporation survives, the

phrase “consideration other than cash to be received” as used in clauses (a) and (b) of paragraph (2) of Section (C) of this Article TENTH shall include the shares of Common Stock and/or the shares of any other class of outstanding Protected Stock retained by the holders of such shares.

(B) Higher Vote for Certain Business Combinations. In addition to any affirmative vote required by law or this Certificate of Incorporation, and except as otherwise expressly provided in Section (C) of this Article TENTH any Business Combination shall require the affirmative vote of at least seventy-five percent (75%) of the total number of votes entitled to be cast in respect of all the outstanding shares of Voting Stock. Such affirmative vote shall be required notwithstanding the fact that no vote my be required, or that some lesser percentage or separate class vote may be specified, by law or under the rules of, or in any agreement with, any United States securities exchange registered under the Securities Exchange Act of 1934, or any successor act thereto, on which any of the Voting Stock is listed, or otherwise.

(C)       When Higher Vote Is Not Required. The provisions of Section (B) of this Article TENTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only

such affirmative vote, if any, as is required by law and any other Article of this Certificate of Incorporation, if all of the conditions specified in either of the following paragraphs (1) or (2) are met:

(1) Approval by the Disinterested Directors. The Business Combination shall have

been approved, either specifically or as a transaction which is within a approved category of transactions, by a majority of the Disinterested Directors (whether such approval is made prior to or subsequent to the acquisitions of, or announcement or public disclosure of the intention to acquire, beneficial ownership of the Voting Stock that caused or will cause the Interested Stockholder to become an Interested Stockholder).

(2) Price and Procedure Requirements. All of the following conditions shall have

been met:

(a) Corporation Common Stock. The aggregate amount of the cash and the

Fair Market Value as of the Consummation Date of consideration other than cash to be received by holders of the Corporation Common Stock of the corporation in such Business Combination, computed on a per share basis, shall be at least equal to the higher of the following:

(i)                  (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Corporation Common Stock acquired by the Interested Stockholder (I) within the two-year period immediately prior to the Announcement Date or (II) in the transaction or transactions by which the Interested Stockholder became an Interested Stockholder, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to the Corporation Common Stock, whichever is higher; or

(ii)                 The Fair Market Value per share of the Corporation Common Stock on the Announcement Date or the Determination Date, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to the Corporation Common Stock, whichever is higher.

(b) Protected Stock. The aggregate amount of the cash and the Fair Market

Value as of the Consummation Date of consideration other than cash to be received per share by holders of shares of any other class of outstanding Protected Stock, regardless of whether the Interested Stockholder has previously acquired any shares of a particular class of such Protected Stock, shall be at least equal to the highest of the following:

(i) (if applicable) the highest per share price (including any brokerage

commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class of Protected Stock acquired by the Interested Stockholder (I) within the two-year period immediately prior to the Announcement Date or (II) in the transaction or transactions by which the Interested Stockholder became an Interested Stockholder, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such Protected Stock, whichever is higher;

(ii)       the highest preferential amount per share to which the holders of shares of such class of Protected Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, regardless of whether the Business Combination to be consummated constitutes such an event; or

(iii)       the Fair Market Value per share of such class of Protected Stock on the Announcement Date or the Determination Date, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such Protected Stock, whichever is higher.

(c) Form of Consideration. The consideration to be received by holders of a

particular class or series of outstanding Protected Stock (including Corporation Common Stock) shall be in cash or in the same form paid by or on behalf of the Interested Stockholder for shares of such class of Protected Stock prior to the Consummation Date. If there have been varying forms of the consideration so paid for shares of any class of Protected Stock, the form of consideration to be received by the holders of such class of Protected Stock shall be either cash or the form used to acquire the largest number of shares of such class of Protected Stock Previously so acquired.  

(d) Maintain Dividends. After such Interested Stockholder has become an

Interested Stockholder and prior to the consummation of such Business Combination: (i) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefore any full quarterly dividends (whether or not cumulative) on any outstanding Preferred Stock of the Corporation; and (ii) there shall have been (I) no reduction in the annual rate of dividends paid on the Corporation Common Stock except as necessary to reflect any subdivision of the Corporation Common Stock, except as approved by a majority of the Disinterested Directors, and (II) and increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Corporation Common Stock unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors.

(e) Acquisition of Additional Shares. After such Interested Stockholder has

become an Interested Stockholder and prior to the consummation of such Business Combination, such Interested Stockholder shall not have become the beneficial owner of any additional shares of Voting Stock except (A) as part of the transaction which results in such Interested Stockholder becoming and Interested Stockholder or (B) in a transaction which would not result in any increase in the percentage of beneficial ownership by the Interested Stockholder of any class or series of Voting Stock.

(f) No Disproportionate Benefits. After such Interested Stockholder has become

an Interested Stockholder, such Interested Stockholder, shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(g) Furnish Information. A proxy or information statement describing the

proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to all stockholders of the corporation at least thirty days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or any such subsequent provisions). Such proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Disinterested Directors, or any of them, may choose to make.

(h) Absence of Certain Changes. Such Interested Stockholder shall not have

made any substantial change in the business or equity capital structure of the Corporation without the approval of a majority of the Disinterested Directors.

(D) Powers of Board of Directors. A majority of the Disinterested Directors of the

Corporation shall have the power and the duty to determine for the purposes of this Article TENTH on the basis of the information known to them after reasonable inquiry, (a) the number of shares of Voting Stock beneficially owned by any person; (b) whether a person is an Interested Stockholder or is an Affiliate or Associate of another person; (c) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (4) of Section (A) of this Article TENTH (4) whether the assets which are the subject of the Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any Subsidiary in any Business Combination has, an aggregate Fair market Value of $250,000 or more; or (5) whether the requirements of paragraph (1) or (2) of section (C) of the Article TENTH have been met with respect to any Business Combination.

(E.) No Effect on Fiduciary Obligations of Interested Stockholders. Nothing contained in this

Article TENTH shall be construed to relieve an Interested Stockholder from any fiduciary obligation imposed by law.

(F.) No Fiduciary Duty Imposed on Board. The fact that any Business Combination complies

with the foregoing sections of this Article TENTH shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Corporation nor shall such compliance limit, prohibit or otherwise restrict in any manner of the Board, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

(G.) Amendment, Repeal, etc. Notwithstanding any other provisions of this Certificate of

Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of at least seventy five percent (75%) of the total number of votes entitled to be cast in respect to all of the outstanding shares of Voting Stock shall be required to amend, alter, change, or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with, this Article TENTH.

(H.) Construction. This Article TENTH shall be construed as supplementary to any other

provision provided by applicable law regarding acquisition of control of the Corporation, including, but not limited to, Section 203 of the General Corporation Law of the State of Delaware, as the same exists or may be hereafter amended.

ELEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (A) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (B) or acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (C) under Section 174 of the General Corporation law of the State of Delaware, as the same exists or may hereafter be amended, or (D) for any transaction which the director derived an improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability and the director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the General Corporation Law of the State of Delaware, as amended. Any repeal or modification of this Article ELEVENTH by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitations on the personal liability of the director of the Corporation existing at the time of such repeal or modification.

TWELFTH: The names and mailing addresses of the incorporators are as follows:

NAME MAILNG ADDRESS

J. R. Brunson Pine Circle, Elba, Alabama 36323

William L Brunson Jr. 604 West Davis Street, Elba, Alabama 36323

D.M. English 1010 Elm Street, Elba, Alabama 36323

THIRTEENTH: The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified are as follows:

NAME MAILNG ADDRESS

J. R. Brunson Pine Circle, Elba, Alabama 36323

D.M. English 1010 Elm Street, Elba, Alabama 36323

Jerry B. Brunson Route 2, Enterprise, Alabama 36330

M. L. Murdock Route 5, Box 33T6, Elba, Alabama 36323

Carolyn E. Brunson Route 4, Box 297, Elba, Alabama 36323

Walter P. Wilkerson 304 Holly Hill Road, Enterprise, Alabama 36330

Dr. J. E. Pittman 227 Sylvan Drive, Enterprise, Alabama 36330

Winfield Baird 3536 Victoria Road, Birmingham, Alabama 35223

Lewis Avinger 2837 Biltmore Avenue, Montgomery, Alabama 36109

Fred Clark Route 4, Box 336, Elba, Alabama 36323

Ray Pinckard 3350 Elba Highway, Troy, Alabama, 36081

James B. Saxon 431 Marie Circle, Leeds, Alabama 35094

FOURTEENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions Section 291 of Title 8 of the Delaware Code or on the application of the trustees and dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 Title 8 of the Delaware Code or a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. A majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, the binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation as the case may be, and also on this Corporation.

FIFTEENTH: Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, upon not less than ten nor more than fifty days’ written notice. Notwithstanding any other provisions of this Certificate or Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of at least seventy percent (70%) of the voting power of all of the shares of the Corporation entitled to vote for the election of directors at the time of such action shall be required to amend or repeal, or the adopt any provision inconsistent with, this Article FIFTEENTH.

THE UNDERSIGNED, being the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set their hand and seals this 16th day of March 1990.

_s/J.R. Brunson_____________(SEAL)
	J. R. Brunson

s/William L Brunson, Jr.______(SEAL)

William L Brunson, Jr.

_s/D.M. English____________(SEAL)
	D. M. English

BY-LAWS OF

THE NATIONAL SECURITY GROUP, INC

a Delaware corporation

ARTICLE I

OFFICES

Section 1.      Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Additional Offices. The principal office of the corporation is located in the City of Elba, County of Coffee, Alabama. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOKHOLDERS

Section 1. Place of Meeting. All meetings of the stockholders for the election of directors shall be held in the City of Elba, State of Alabama, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

Section 2 Annual Meetings. Annual meetings of stockholders, commencing with the year 1991, shall be held on the third Thursday in April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m.; or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Notice of Annual Meetings. Unless otherwise required by law, written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than then nor more than sixty days before the date of the meeting.

Section 4. List of Stockholders. The Officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address

of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the shares of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meetings. Unless otherwise required by law, written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business at Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Stockholder may submit proposals for consideration at the next duly called meeting by providing a written copy of such proposal no later than forty (40) days prior to the initial convenement of such meeting.

Section 8.      Quorum. The holders of 25% of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. At any meeting of the stockholders, whether annual or special, or any adjournment thereof, including any such meeting at which a quorum shall not be present or represented, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.      Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. All elections of directors by the stockholders of the corporation shall be by plurality vote.

Section 10.     Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after eleven moths from its date, unless the proxy provides for a longer period.

ARTICLE III

DIRECTORS

Section 1. Number and Term. The number of directors which shall constitute the whole board shall be not less than 9 nor more than 15, the exact number to be determined by a resolution of the Board of Directors approved by at least two-thirds (2/3’s) vote of the total number of directors; provided, however, that the total number of directors may not be increased by more than two (2) from the number determined by the Board of Directors in connection with the last previous selection of directors by the stockholders.

The Board of Directors shall be divided into three classes: Class A, Class B and Class C, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which such director was elected; provided, however, that each initial director in Class A shall hold office until the annual meeting of stockholders in 1991, each initial director in Class B shall hold office until the annual meeting of stockholders in 1992 and each initial director in Class C shall hold office until the annual meeting of stockholders in 1993.

In the event of any increase or decrease in the authorized number of directors, (1) each director then serving as such shall nevertheless continue as a director of the class in which he is a member until the expiration of his current term, or his earlier resignation, removal from office or death, and (2) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as near equal as possible.

This Article III, Section 1 shall not be altered, amended or repealed except by an affirmative vote of at least eighty percent (80%) of the total number of directors or by the stockholders of the corporation, as provided by the certificate of incorporation.

Section 2. Vacancies; Removal. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner removed. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created

directorships, or to replace the directors chosen by the directors then in office. A director elected for a vacancy shall be elected for the unexpired tern of his or her predecessor in office. Any director of the corporation may be removed from office at any time with or without cause, by the holders of a majority of shares of the corporation then entitled to vote at an election of directors.

Section 3.      Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors which my exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4. Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.       Annual Meetings. The first meeting of each newly elected Board of Directors shall be held at the same place as the annual meeting of the stockholders immediately following the adjournment of such annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.

Section 6.       Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7.       Quorum; Telephone Meetings. At all meetings of the board, a majority of the directors then constituting the total number of the board, shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any director or committee member may waive notice of any meeting. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent appears in the minutes of the meeting, or unless he files his written dissent to the action with the person acting as the secretary of the meeting before the adjournment, or forwards his dissent by registered mail to the corporation immediately after the adjournment of the meeting. This right to dissent does not apply to a director who voted in favor of the action.

Any director may participate in any meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to the provisions of this Section 8 shall constitute presence in person at such meeting.

Section 9.       Action by Consent. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as

the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section10.      Committees. At each annual meeting of the Board of Directors, the Board of Directors shall designate five (5) of its members to constitute an Executive Committee. During such period that the Board of Directors is not in session, the Executive Committee shall have and may exercise all the authority of the Board of Directors, except as set forth herein. The Board of Directors may, by resolution passed by a majority of the whole board, designate additional committees, each committee to consist of on or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and no disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but not such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in any resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151 (a) of the General Corporation Law of the State of Delaware, or any successor provision thereto, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware, or any successor provision thereto. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section11.      Minutes of Committees. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.      Compensation. The Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. Conflict of Interest.

(a)      No contract or other transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which on or more of the corporation’s directors or officers are directors or officers or have

a financial interest, shall be void or voidable solely for such reason, or solely because such director or directors or officer or officers are present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes or approves the contract or transaction, or solely because his or their votes are counted for such purpose, if (1) the material facts as to his or their relationships or interests and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or their relationships or interests as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

(b)      Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 14.      Advisory Board. The Board of Directors may establish and elect from time to time an Advisory Board, consisting of not more than seven (7) members. Members of the Advisory Board are authorized to attend meetings of the Board of Directors and make suggestions and recommendations.

ARTICLE IV

NOTICES

Section 1.       Notice. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director r stockholder, it shall not be constructed to mean personal notice only, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage theron prepaid, and such notice shall be deemed to be give at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or telecopy.

Section 2.       Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.       Offices. The officers of the corporation shall be chosen by the Board of Directors and shall be a chairman of the board, a president, a vice president, a secretary and a treasurer. The Board of Directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person except the offices of President and Secretary.

Section 2.       Additional Offices. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 3.       Compensation. The salaries and other compensation of all officers of the corporation shall be fixed by the Board of Directors. No officer shall be denied a salary because he or she is also a director of the corporation. The compensation of other employees and agents shall be fixed by the officers of the corporation.

Section 4.       Term of Office; Removal; Vacancies. The officers of the corporation shall serve at the pleasure of the Board of Directors and shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 5.       Duties of Officers. The officers of the corporation, if and when elected by the Board of Directors of the corporation, shall have the following duties:

(a)      Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and may sign certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments on behalf of the corporation in the event that the President in unable to do so. In general, he shall perform all duties instant to the office of Chairman of the Board and such other duties as may be prescribed by the Board of Directors.

(b)      Vice Chairman of the Board. In the absence of the Chairman of the Board or in the event of his death or inability to act, the Vice Chairman of the Board shall perform the duties of the Chairman of the Board, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board.

(c)      President. The president shall be the chief executive officer of the corporation and shall, subject to the direction of the Board of Directors, supervise and control the business sand affairs of the corporation. He shall, when present, preside at all meetings of the stockholders. He may sign certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments on behalf of the corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. In general, he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors or the chairman of the board.

(d)      Vice President. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the Board of Directors, the chairman of the board or the president may from time to time prescribe.

(e)      Secretary. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the chairman of the board or the president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. He shall keep a register of the address of each stockholder which has been given to the secretary by each stockholder. He shall have general charge of the stock transfer books of the corporation. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

(f)      Assistant Secretaries. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

(g)      Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. In general, the treasurer shall perform all duties instant to the office of treasurer and any other duties that may be assigned by the president or by the Board of Directors.

(h)      Assistant Treasurers. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1.       Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the Board of Directors or the president or a vice president, and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the corporation certifying the number of shares owned by him in the corporation. Each certificate will be consecutively numbered or otherwise identified. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefore and the amount paid thereon shall be stated. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions

of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate while the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of the State of Delaware, a lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2.       Signatures. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3.       Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.       Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5.       Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights to respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than then days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.       Registered Stockholder. The corporation shall be entitled to recognize the exclusion right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or

shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1.       Indemnification in Actions Arising Out of Capacity as Officer, Director, Employee or Agent. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses ( including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2.       Indemnification in Action by or in Right of Corporation. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3.       Indemnification When Successful on Merits or Otherwise. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.       Determination of Meeting Applicable Standard. Any indemnification under Sections 1 and 2 of this Article VII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth ins Section 1 and 2 of this Article VII. Such determination shall be made (a) by the Board of Directors by a majority vote of quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a writing opinion, or (c) by the stockholders.

Section 5.       Payment of Expenses in Advance of Disposition of Action. Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article VII. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 6.       Nonexclusivity of Article. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided by this Article VII shall not be exclusive of any powers, rights, agreements or undertakings which may be legally permissible or authorized by or under any applicable law but, notwithstanding any other provision of this Article VII, the indemnification authorized and provided by this Article VII shall be applicable only to the extent that such indemnification shall not duplicate indemnity or reimbursement which such person has received or shall receive otherwise than under this Article VII.

Section 7.       Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer ,employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or no the corporation would have the power to indemnify him against such liability under the provisions of this Article VII or otherwise.

Section 8.       Constituent Corporations. For purposes of this Article VII, references to “the corporation” shall include, in addition to this corporation, any constituent corporation (including any constituent of a constituent) absorbed by this corporation in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 9.       Definitions. For purposes of this Article VII, the phrases “other enterprises,” “fines,” “serving at the request of the corporation” and “not opposed to the best of the corporation” shall, in addition to the normal meanings of said phrases, be deemed to include the meanings ascribed to said phrases in Section 145 (i) of the General Corporation Law of the State of Delaware or any successor provision thereto.

ARTICLE VIII

GENERAL PROVISIONS

Section 1.       Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. The stock books, for dividend purposes, shall be closed to transfers for not less than fifteen (15) day prior to the payment of any dividend.

Section 2.       Reserves. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 3.       Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 4.       Checks. All checks or demands for money and notes of the corporation shall be signed in the manner and by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 5.       Fiscal Year. The fiscal year of the corporation shall begin on the 1^st day of January and end on the 31^st day of December in each year.

Section 6.       Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seat” and “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.       Contracts. The Board of Directors may authorize any officer, agent or employee to enter into any contract, instrument or agreement on behalf of the corporation, and the authority granted may be general or confined to specific instances. Except as provided in this section or as authorized by

the Board of Directors, no officer, agent, or employee, other than the president, any vice-president, the secretary or the treasurer, shall have any power or authority to bind the corporation by any contract, instrument or agreement, to pledge its credit, or to render it liable, for any purpose or any amount.

Section 8.       Voting of Corporation’s Securities. Unless otherwise ordered by the Board of Directors, the chairman of the board, the president or any vice president, or, such other officer as may be designated by the Board of Directors to act in the absence of the chairman of the board, the president or any vice president, shall have full power and authority on behalf of the corporation to attend and to act and to vote, and to execute a proxy or proxies empowering others to attend and to act and to vote, at any meetings of security holders of any corporation in which the corporation may hold securities, and at such meetings the chairman of the board, or such other officer of the corporation, or such proxy shall possess and my exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the corporation might have possessed and exercised, if present. The secretary or any assistant secretary may affix the corporate seal to any such proxy or proxies so executed by the chairman of the board, or such other officer, and attest the same. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

Section 9.       Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in the name of the corporation unless authorized by a resolution of the Board of Directors. The authority so conferred by such a resolution may be general or confined to specific instances.

Section 10.      Deposits. All the funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in banks, trust companies or other depositaries that the Board of Directors selects.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 1.       Procedure. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

Amendment No. 1

RESOLUTION AMDING BYLAWS

THE NATIONAL SECURITY GORUP, INC

I hereby certify that the following is an excerpt of the minutes of a regular Board of Directors’ meeting of The National Security Group, Inc. held January 19, 2002:

“W.L. Brunson stated that in accordance with the Bylaws the Board may not be increased by more than two. He moved, and J.R. Brunson seconded that Article III, Section 1 of the Bylaws be amended to reflect that the Board may not be changed by “no more than three” (instead of two). The motion carried.”

The first paragraph of ARTICLE III, Section 1, as amended reads:

“Number and Term. The number of directors which shall constitute the whole board shall be less than 9 nor more than 15, the exact number to be determined by a resolution of the Board of Directors approved by at least two-thirds (2/3’s) vote of the total number of directors; provided, however, that the total number of directors may not be increased by more than three (3) from the number determined by the Board of Directors in connection with the last previous selection of directors by the stockholders.”

Dated: January 19, 2002	Signed:	s/Bette Ham
			Bette Ham, Secretary

 

Exhibit 21.