UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-5486

Presidential Life Corporation


Delaware		13-2652144
(State of incorporation)		(IRS Employer Identification No.)

69 Lydecker Street, Nyack, NY		10960
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(845) 358-2300

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 R No ¨

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨		Accelerated filer R

Non-accelerated filer ¨		Smaller reporting company ¨
(Do not check if a smaller reporting company)

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

The number of shares of registrant’s common stock outstanding as of November 7, 2012 was 29,591,739.

INDEX



Part I	Financial Information		Page No.

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets
	As of September 30, 2012 (Unaudited) and December 31, 2011		3

	Consolidated Statements of Comprehensive Income (Unaudited)
	For the three and nine months ended September 30, 2012 and 2011		4

	Consolidated Statements of Shareholders' Equity (Unaudited)
	For the nine months ended September 30, 2012 and 2011		5

	Consolidated Statements of Cash Flows (Unaudited)
	For the nine months ended September 30, 2012 and 2011		6

	Notes to Consolidated Financial Statements (Unaudited)		7

Item 2.	Management's Discussion and Analysis of
	Financial Condition and Results of Operations		29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		40

Item 4.	Controls and Procedures		40

Part II -	Other Information		41

	Item 1.	Legal Proceedings
	Item 1A.	Risk Factors
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3.	Defaults Upon Senior Securities
	Item 4.	Mine Safety Disclosures
	Item 5.	Other Information
	Item 6.	Exhibits

Signatures			45

Certification of Chief Executive Officer Certification of Chief Financial Officer Certification of Chief Executive Officer Certification of Chief Financial Officer			46
			47
			48
			49


PART 1 - FINANCIAL INFORMATION
PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
Item 1. Financial Statements			September 30,		December 31,
			2012		2011
ASSETS:			(Unaudited)
Investments:
	Fixed maturities:
		Available for sale at market (Amortized cost
		of $ 3,162,017 and $ 3,206,884 respectively)	$	3,584,243	$	3,520,755
	Common stocks (Cost of $ 748 and
		$ 748, respectively)		1,468		1,302
	Derivative instruments, at fair value			1,651		3,358
	Real estate			415		415
	Policy loans			19,565		18,442
	Short-term investments			126,723		61,233
	Limited Partnerships			171,729		166,923
		Total Investments	$	3,905,794	$	3,772,428

Cash and cash equivalents				15,802		47,110
Accrued investment income				45,489		47,289
Deferred policy acquisition costs				37,732		41,746
Furniture and equipment, net				2,385		1,065
Amounts due from reinsurers				29,962		19,116
Amounts due from investment transactions				228		23,880
Federal income taxes recoverable				15,477		-
Other assets				2,321		1,649
TOTAL ASSETS			$	4,055,190	$	3,954,283

LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Policy Liabilities:
	Policyholders' account balances		$	2,286,808	$	2,323,364
	Annuity			624,608		634,397
	Life and accident and health			92,357		83,855
	Other policy liabilities			17,528		20,633
		Total Policy Liabilities	$	3,021,301	$	3,062,249
Deposits on policies to be issued				659		490
General expenses and taxes accrued				4,002		2,521
Federal income taxes payable				-		1,411
Deferred federal income taxes, net				136,036		82,355
Amounts due for investment transactions				6,173		268
Other liabilities				18,550		17,045
		Total Liabilities	$	3,186,721	$	3,166,339

Commitments and Contingencies

Shareholders’ Equity:
	Capital stock ($.01 par value; authorized
	100,000,000 shares outstanding,
	29,591,739 and 29,574,697 shares, respectively)		$	296	$	296
	Additional paid in capital			7,532		7,408
	Accumulated other comprehensive income			266,642		192,815
	Retained earnings			593,999		587,425
		Total Shareholders’ Equity		868,469		787,944
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	4,055,190	$	3,954,283

The accompanying notes are an integral part of these Consolidated Financial Statements.


PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except share data)

				THREE MONTHS ENDED				NINE MONTHS ENDED
				September 30,				September 30,
				(Unaudited)				(Unaudited)
REVENUES:				2012		2011		2012		2011
	Insurance Revenues:
		Premiums		$	4,615	$	4,572	$	12,896	$	13,533
		Annuity considerations			5,661		1,586		14,203		5,983
		Universal life and investment type policy fee income			828		849		2,477		2,647
	Equity in earnings (losses) on limited partnerships				182		103		1,312		2,067
	Net investment income				45,754		48,212		138,981		146,555
	Net realized investment gains (losses):
		Total Other-than-temporary impairment ("OTTI") losses		$	(586)	$	(3,971)	$	(5,660)	$	(10,687)
		OTTI losses recognized in other comprehensive income			235		836		235		3,924
		Net OTTI losses recognized in earnings		$	(351)	$	(3,135)	$	(5,425)	$	(6,763)
		Net realized capital gains, excluding OTTI losses			4,313		2,215		12,229		27,626
	Other income				1,404		257		2,837		2,201
			TOTAL REVENUES	$	62,406	$	54,659	$	179,510	$	193,849

BENEFITS AND EXPENSES:
	Death and other life insurance benefits			$	4,416	$	4,519	$	13,113	$	13,435
	Annuity benefits				19,810		20,426		59,651		62,284
	Interest credited to policyholders' account balances				24,348		25,428		73,514		76,454
	Other interest and other charges				434		243		1,112		950
	Decrease in liability for future policy benefits				(3,522)		(6,836)		(12,380)		(21,293)
	Commissions to agents, net				1,289		700		3,673		3,064
	General expenses and taxes				6,588		4,460		20,109		17,583
	Change in deferred policy acquisition costs				1,105		1,295		2,336		4,457
			TOTAL BENEFITS AND EXPENSES	$	54,468	$	50,235	$	161,128	$	156,934

	Income before income taxes			$	7,938	$	4,424	$	18,382	$	36,915

	Provision (benefit) for income taxes:
		Current		$	(13,273)	$	16,051	$	(7,667)	$	18,341
		Deferred			16,023		(14,525)		13,927		(5,605)
				$	2,750	$	1,526	$	6,260	$	12,736

NET INCOME				$	5,188	$	2,898	$	12,122	$	24,179

OTHER COMPREHENSIVE INCOME (after tax)
	Net unrealized investment gains from available for sale securities, net of income tax expense of $39,753 and $52,613, respectively.				29,000		63,203		73,827		97,711
TOTAL OTHER COMPREHENSIVE INCOME				$	29,000	$	63,203	$	73,827	$	97,711
TOTAL COMPREHENSIVE INCOME				$	34,188	$	66,101	$	85,949	$	121,890

	Earnings per common share, basic			$	0.18	$	0.10	$	0.41	$	0.82
	Earnings per common share, diluted			$	0.18	$	0.10	$	0.41	$	0.82

	Weighted average number of shares outstanding during the period, basic				29,591,739		29,574,697		29,588,007		29,574,697
	Weighted average number of shares outstanding during the period, diluted				29,609,653		29,574,697		29,597,614		29,574,697

The accompanying notes are an integral part of these Consolidated Financial Statements.


PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(In thousands)
(Unaudited)

							Accumulated
			Additional				Other
	Capital		paid-in-		Retained		Comprehensive
Nine Months Ended September 30, 2011	stock		Capital		Earnings		Income		Total

Balance at January 1, 2011	$	296	$	7,123	$	555,880	$	118,609	$	681,908

Comprehensive Income:

Net income						24,179			$	24,179

Net unrealized investment gains								97,711		97,711

Share based compensation				239						239

Dividends paid to shareholders						(5,544)				(5,544)

Balance at September 30, 2011	$	296	$	7,362	$	574,515	$	216,320	$	798,493

Nine Months Ended September 30, 2012

Balance at January 1, 2012	$	296	$	7,408	$	587,425	$	192,815	$	787,944

Comprehensive Income:

Net income						12,122			$	12,122

Net unrealized investment gains								73,827		73,827

Share based compensation				124						124

Dividends paid to shareholders						(5,548)				(5,548)

Balance at September 30, 2012	$	296	$	7,532	$	593,999	$	266,642	$	868,469


The accompanying notes are an integral part of these Consolidated Financial Statements.


PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

				NINE MONTHS ENDED
				SEPTEMBER 30,
				(Unaudited)
				2012		2011
OPERATING ACTIVITIES:
Net income				$	12,122	$	24,179
	Adjustments to reconcile net income to net cash provided by operating activities:
	Benefit (provision) for deferred income taxes				13,927		(5,605)
	Depreciation and amortization				68		95
	Stock option expense				124		239
	Amortization of fixed maturity discounts and premiums				(1,893)		(4,565)
	Equity in earnings on limited partnerships				(1,312)		(2,067)
	Realized investment gains including OTTI charges				(6,804)		(20,863)
	Changes in:
		Accrued investment income			1,830		(3,306)
		Deferred policy acquisition costs			2,336		4,457
		Federal income tax recoverable			(16,888)		8,615
		Liability for future policy benefits, net of reinsurance			(10,821)		(20,014)
		Other items, net			(3,497)		2,766
			Net Cash Used in Operating Activities	$	(10,808)	$	(16,069)

INVESTING ACTIVITIES:
	Fixed Maturities: Available for sale
			Acquisitions	$	(155,629)	$	(308,355)
			Sales and maturities		205,825		326,626
	Common Stock:
			Acquisitions		-		(7,458)
			Sales		14		7,752
	Purchase of subsidiary, net of cash				(6,060)		-
	Increase in short-term investments and policy loans				(64,185)		(36,308)
	Limited partnership investments:
		Contributions to limited partnerships			(13,285)		(16,858)
		Distributions from limited partnerships			24,925		51,534
	Net change in amounts due from/for investment transactions				29,557		56,162
			Net Cash Provided By Investing Activities	$	21,162	$	73,095

FINANCING ACTIVITIES:
	Decrease in policyholders’ account balances			$	(36,556)	$	(51,552)
	Change in bank overdrafts				272		(1,837)
	Change in deposits on policies to be issued				170		(330)
	Dividends paid to shareholders				(5,548)		(5,544)
			Net Cash Used In Financing Activities	$	(41,662)	$	(59,263)

	Decrease in Cash and Cash Equivalents				(31,308)		(2,237)
	Cash and Cash Equivalents at Beginning of Period				47,110		5,924

	Cash and Cash Equivalents at End of Period			$	15,802	$	3,687

	Supplemental Cash Flow Disclosure:

			Income Taxes Paid	$	9,222	$	13,957
			Interest Paid	$	-	$	-


The accompanying notes are an integral part of these Consolidated Financial Statements.

PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Presidential Life Corporation (the “Company”), through its principal wholly owned subsidiary, Presidential Life Insurance Company (“Insurance Company”), is engaged in the sale of annuity contracts, life insurance and accident and health insurance. We manage our business and report as a single business segment. We are a Delaware corporation founded in 1965. We are licensed to market our products in all 50 states and the District of Columbia. Unless the context otherwise requires, the “Company,” “we,” “us,” “our” and similar references shall mean Presidential Life Corporation and the Insurance Company, collectively.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to stock life insurance companies for interim financial statements and in accordance with the requirements of Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP applicable to stock life insurance companies for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Interim results for the nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. Management believes that, although the disclosures are adequate, these consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2011.

Segment Reporting

The Company manages and reports the business as a single segment in accordance with Financial Accounting Standards Board (“FASB”) guidance, which views certain qualitative and quantitative criteria for determining whether different lines of business should be aggregated for financial reporting purposes. Our Chief Executive Officer, who is our chief operating decision maker, evaluates financial information for our business as a single segment in allocating resources and assessing performance. Substantially all of the Company’s 2012 premiums and deposits received from policyholders are divided between annuities (approximately 72%), life insurance (approximately 20%) and accident and health insurance (approximately 8%). The nature of these product lines is sufficiently similar to permit their aggregation as a single reporting segment.

Approximately 68% of the Company’s life insurance liabilities reflect single premium universal life policies, which bear similar economic and business characteristics to our single premium deferred annuity products. Both products are funded by initial single premiums, both maintain accreting fund values credited with interest as earned, both can be surrendered before maturity with surrender charges in the early years and, both are classified within policyholder account balances in the balance sheet. Moreover, the two products generate similar returns to the Company and carry similar risks of early surrender by the product holder. Both are marketed and distributed by the same group of independent agents. The products are administered and managed within the same administrative facility, with centralized administrative functions. The products are also directed at a similar market, namely mature consumers seeking financial protection for secure future cash streams for themselves and their heirs and associated tax benefits. The regulatory frameworks for the products are also substantially the same, as the Insurance Company and its independent agents sell both products under single licenses issued by various state insurance departments. The remaining business of the Company is not material to the overall performance of the Company.

Investments

Fixed maturity investments available for sale represent investments that may be sold in response to changes in various economic conditions. These investments are carried at fair value and net unrealized gains (losses), net of the effects of amortization of deferred policy acquisition costs and deferred federal income taxes are credited or charged directly to shareholders’ equity, unless a decline in market value is considered to be other than temporary in which case the investment is reduced to its fair value and the portion related to credit loss is recorded in the income statement. Equity securities include common stocks and non-redeemable preferred stocks and are carried at market value, with the related unrealized gains and losses, net of deferred federal income tax effect, if any, charged or credited directly to shareholders’ equity, unless a decline in market value is deemed to be other than temporary in which case the investment is reduced to its fair value and the loss is recorded in the income statement. Premium and discounts on fixed maturity investments are amortized/accrued using methods that result in a constant yield over the securities expected lives. Amortization/accrual of premium and discounts on residential and/or commercial mortgage and asset-backed securities incorporate

prepayment assumptions to estimate the securities’ expected lives.

Where consolidation is not appropriate, the Company applies the equity method of accounting consistent with FASB Accounting Standards Codification (“ASC”) 323, Investments – Equity Method and Joint Ventures, to limited partnerships in which the Company holds either (a) a five percent or greater interest or (b) less than a five percent interest but the Company has more than virtually no influence over the operating or financial policies of the limited partnership. The Company considers certain qualitative factors in assessing whether it has more than virtually no influence for partnership interests of less than five percent. The Company records realized and unrealized earnings (or losses) of the limited partnerships accounted for under the equity method in net income each period and classifies such income in one line, equity in earnings (losses) on limited partnerships. Generally, the Company records its share of its limited partnership earnings using a three-month lag.

The Company applies the fair value method of accounting consistent with ASC 944, Financial Services—Insurance, to those limited partnerships in which the Company holds less than a five percent interest and does not have more than virtually no influence over the operating or financial policies of the limited partnership. The Company recognizes the unrealized change in fair value of a limited partnership interest accounted for under the fair value method as a component of equity (other comprehensive income or loss) each period. Generally, the Company records unrealized changes in fair value using a three-month lag. The Company recognizes cash distributions from the limited partnerships accounted for under the fair value method as either a return on capital in earnings or a return of capital that reduces the investment’s carrying amount. This distinction is based on whether the cash distribution represents earnings or loss of the investee, or a return of our investment. A cash receipt that does not represent earnings (or loss) of the investee is treated as a return of capital, which the Company records as a reduction of the basis in the investment, rather than as a credit (or charge) to the income statement. Earnings from distributions are classified as realized capital gains or losses in earnings each period.

For limited partnerships as well as common stock investments reported at fair value, if the Company concludes that an other than temporary impairment has occurred, the unrealized loss at the time of write-down becomes realized as a result of reducing the cost-basis of the investment and reporting a corresponding charge to realized gain (loss) in the Consolidated Statements of Income. With respect to limited partnerships, the Company bases its review on a number of factors, including, but not limited to, the severity and duration of the decline in fair value of the investment as well as the cause of the decline, our ability and intent to hold for the remaining duration of the fund to allow for a sufficient period of time for recovery in value, correspondence from managers regarding investment strategies and credit considerations of individual asset holdings, our review of the underlying assets holdings within the limited partnership, and the financial condition and near-term prospects of the underlying assets and their industries taking into consideration the economic prospects of the industry and geographical location. The timing of OTTI recognition on limited partnerships can also be affected by the changing status of a limited partnership position whereby the nature of remaining unrealized gains and losses within the investment portfolio of a limited partnership are apt to change after each distribution, particularly large distributions often made near the close date of the fund.

When assessing our intent to sell a fixed maturity security or if it is more likely than not that the Company will sell a fixed maturity security before recovery of its cost basis, we evaluate facts and circumstances such as, but not limited to, decisions to reposition our security portfolio and sale of securities to meet cash flow needs. In order to determine the amount of the credit loss for a fixed maturity security, we calculate the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover. The discount rate is the effective interest rate implicit in the underlying fixed maturity security. The effective interest rate is the original yield or the coupon if the fixed maturity security was previously impaired. If an OTTI exists and we have the intent to sell the security, we conclude that the entire OTTI is credit-related and the amortized cost for the security is written down to current fair value with a corresponding charge to realized loss on our Consolidated Statements of Income. If we do not intend to sell a fixed maturity security or it is not more likely than not we will be required to sell a fixed maturity security before recovery of its amortized cost basis but the present value of the cash flows expected to be collected is less than the amortized cost of the fixed maturity security (referred to as the credit loss), we conclude that an OTTI has occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge to realized loss on our Consolidated Statements of Income, as this is also deemed the credit portion of the OTTI. The remainder of the decline to fair value is recorded to Other Comprehensive Income (“OCI”), as an unrealized OTTI loss on our Consolidated Balance Sheets, as this is considered a noncredit (i.e., recoverable) impairment.

To determine the recovery period of a fixed maturity security, we consider the facts and circumstances surrounding the underlying issuer, including, but not limited to, the following:

Historic and implied volatility of the security;

Length of time and extent to which the fair value has been less than amortized cost;

Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area;

Failure, if any, of the issuer of the security to make scheduled payments; and

Recoveries or additional declines in fair value subsequent to the balance sheet date.

For all fixed maturities securities evaluated for OTTI, we consider the timing and amount of the cash flows. When evaluating whether our collateralized mortgage obligations (“CMOs”) are other-than-temporarily impaired, we also examine the characteristics of the underlying collateral, such as delinquency, loss severities and default rates, the quality of the underlying borrower, the type of collateral in the pool, the vintage year of the collateral, subordination levels within the structure of the collateral pool, the quality of any credit guarantors, the susceptibility to variability of prepayments, our intent to sell the security and whether it is more likely than not we will sell the security before the recovery of its amortized cost basis. In assessing corporate fixed maturities securities for OTTI, we evaluate the ability of the issuer to meet its debt obligations and the value of the company or specific collateral securing the debt position including the fundamentals of the issuer to determine what we would recover if they were to file bankruptcy versus the price at which the market is trading; fundamentals of the industry in which the issuer operates; expectations regarding defaults and recovery rates; and changes to the rating of the security by a rating agency.

Realized gains and losses on disposals of investments are determined for fixed maturities and equity securities by the specific-identification method.

Investments in short-term securities, which consist primarily of commercial paper and corporate debt issues maturing in less than one year, are recorded at amortized cost, which approximate market. Policy loans are stated at their unpaid principal balance.

The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits and money market instruments.

The Company's investments in real estate consist of two acres of undeveloped land and two buildings in Nyack, New York, which are occupied entirely by the Company. The investments are carried at cost less accumulated depreciation. Both buildings are fully depreciated. The carrying value of real estate in the balance sheet relates to the original cost of land owned in Nyack, NY.

Fair Value Measurements

The following estimated fair value disclosures of financial instruments have been determined using available market information, current pricing information and appropriate valuation methodologies. If quoted market prices were not readily available for a financial instrument, management determined an estimated fair value. Accordingly, the estimates may not be indicative of the amounts the Company could have realized in market transactions.

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs are as follows:

Level 1

Observable inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 1 securities include highly liquid U.S. Treasury securities, certain common stocks and cash and cash equivalents.

Level 2

Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Most debt securities, preferred stocks, certain equity securities, short-term investments and derivatives are model priced using observable inputs and are classified with Level 2.

Level 3

Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company’s Level 3 assets include investments in limited partnerships.

For investments that have quoted market prices in active markets, the Company uses the quoted market prices as fair value and includes these prices in the amounts disclosed in Level 1 of the hierarchy. The Company receives the quoted market prices from a third-party, nationally recognized pricing service (pricing service). When quoted market prices are unavailable, the Company utilizes a pricing service to determine an estimate of fair value, which is mainly for its fixed maturity investments. The fair value estimates provided from this pricing service are included in the amount disclosed in Level 2 of the hierarchy. If quoted market prices and an estimate from a pricing service are unavailable, the Company secures an estimate of fair value from brokers, when available, who utilize valuation techniques, which, depending on the level of observable market inputs, will render the fair value estimate as Level 2 or Level 3. When broker prices are unavailable, the Company prices the securities using either discounted cash-flow models or matrix pricing. The Company’s policy is to transfer assets and liabilities into Level 3 when a significant input cannot be corroborated with market observable data. This may include: circumstances in which market activity has dramatically decreased and transparency to underlying inputs cannot be observed, current prices are not available, and substantial price variances in quotations among market participants exist. In certain cases, the inputs used to measure the fair value may fall into levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the

lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as prepayment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. The Company reviews prices for reasonableness relative to prior periods for that security or other comparable securities and will reassess prices that do not seem to represent a reasonable fair value. If a price is reassessed, the Company will typically obtain a non-binding quote from a broker-dealer; multiple quotations are not typically sought. At September 30, 2012, the Company has not adjusted any pricing provided by the pricing service based on the review performed by our investment managers.

Level 3 valuations are generated from techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models, spread-based models and similar techniques, using the best information available in the circumstances.

Deferred Policy Acquisition Costs

The costs of acquiring new business (principally commissions and certain underwriting, agency and policy issue expenses), all of which vary with the production of new business, have been deferred. Beginning January 1, 2012, deferred costs must directly relate to the successful acquisition of a new or renewal insurance contract. Refer to Note 1L below for the effect of adopting this new guidance during the nine months ended September 30, 2012. When a policy is surrendered, the remaining unamortized cost is written off. Deferred policy acquisition costs (“DAC”) are subject to recoverability testing at time of policy issue and loss recognition testing at the end of each year.

For immediate annuities with life contingencies, deferred policy acquisition costs are amortized over the life of the contract in proportion to expected future benefit payments. For immediate annuities without life contingencies, the constant yield method or prospective deposit method is used to establish the DAC asset.

For traditional life policies, deferred policy acquisition costs are amortized over the premium paying periods of the related policies using assumptions that are consistent with those used in computing the liability for future policy benefits. Assumptions as to anticipated premiums are estimated at the date of policy issue and are consistently applied during the life of the contracts. For these contracts, the amortization periods generally are for the scheduled life of the policy, not to exceed 30 years.

Deferred policy acquisition costs are amortized over periods ranging from 15 to 25 years for universal life products and investment type products as a constant percentage of estimated gross profits arising principally from surrender charges and interest and mortality margins based on historical and anticipated future experience, updated regularly. The effects of revisions to reflect actual experience on previous amortization of deferred policy acquisition costs, subject to the limitation that the outstanding DAC asset can never exceed the original DAC plus accrued interest, are reflected in earnings in the period estimated gross profits are revised. DAC is also adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized with corresponding credits or charges included in accumulated other comprehensive income. For that portion of the business where acquisition costs are not deferred (i.e., medical stop loss business), management believes the expensing of policy acquisition costs is immaterial.

Future Policy Benefits

Future policy benefits for traditional life insurance policies are computed using a net level premium method on the basis of actuarial assumptions as to mortality, persistency and interest established at policy issue. Assumptions, established at policy issue as to mortality and persistency, together with interest and expense assumptions, provide a margin for adverse deviation. Benefit liabilities for deferred annuities during the accumulation period are equal to accumulated contract holders' fund balances and, after annuitization, are equal to the present value of expected future payments.

Policyholders' Account Balances

Policyholders' account balances for universal life and investment type contracts are equal to the policy account values. The policy account values represent an accumulation of gross premium payments plus credited interest, and when applicable, less mortality and expense charges and withdrawals.

Federal Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return. The asset and liability method in recording income taxes on all transactions that have been recognized in the financial statements is used. FASB guidance provides that deferred income taxes are adjusted to reflect tax rates at which future tax liabilities or assets are expected to be settled or realized.

Earnings Per Common Share (“EPS”)

Basic EPS are computed based upon the weighted average number of common shares outstanding during the periods presented. Diluted EPS are computed based upon the weighted average number of common shares including contingently issuable shares and other dilutive items. The weighted average number of common shares used to compute diluted EPS for the nine months ended September 30, 2012 and 2011 was 29,597,614 and 29,574,697, respectively. The dilution from the potential exercise of stock options outstanding did not reduce EPS during the nine months ended September 30, 2012 or 2011.

Options totalling 33,612 and 267,515 shares of common stock for the nine months ended September 30, 2012 and September 30, 2011, respectively were not included in the computation of weighted average shares because the impact of these options was antidilutive.

Reclassifications

To facilitate period-to-period comparisons, certain reclassifications have been made to prior period consolidated financial statement amounts to conform to current period presentation. There was no effect on net income from the change in presentation.

New Accounting Pronouncements

For a full discussion of new accounting pronouncements and their impact on the Company, please refer to the Company’s 2011 Form 10-K.

Pronouncements Adopted during the Nine Months Ended September 30, 2012

Deferred Acquisition Costs

In October 2010, the FASB issued authoritative guidance to address the diversity in practice for the accounting for costs associated with acquiring or renewing insurance contracts. This guidance modifies the definition of acquisition costs to specify that a cost must be directly related to the successful acquisition of a new or renewal insurance contract in order to be deferred. Further, the guidance clarifies that an entity may defer incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits and other costs directly related to underwriting, policy issuance and processing, medical inspection and contract selling for successfully negotiated contracts. The updated guidance is effective on either a retrospective or prospective basis for interim and annual reporting periods beginning after December 15, 2011, with early adoption permitted as of the beginning of a company’s annual period. The Company adopted the new guidance on a prospective basis effective January 1, 2012. As a result of adoption, the Company capitalized approximately $0.5 million less in acquisition costs compared to the amount that would have been capitalized if the Company’s previous accounting policy had been applied for the nine months ended 2012.

Fair Value Measurements

In May 2011, the FASB issued updated guidance clarifying fair value measurement and disclosure requirements. It is intended to bring consistency to the fair value measurement and disclosure requirements of United States GAAP and International Accounting Standards. This new guidance is effective for interim or annual reporting period beginning after December 15, 2011 and should be applied prospectively. In the period of adoption, the Company will be required to disclose a change, if any, in valuation technique and related inputs resulting from the application of the amendments. The Company adopted the guidance in the first quarter of 2012 with no material effect to our consolidated financial statements.

Presentation of Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. The new guidance was

effective for interim or annual reporting period beginning after December 15, 2011. The Company adopted this standard in the first quarter of 2012 by reporting a continuous statement of comprehensive income that reconciles net income and comprehensive income, with no impact on our results of operations, financial position or liquidity.

Repo Accounting

On April 29, 2011, the FASB amended its guidance on accounting for repurchase agreements. The amendments simplify the accounting by eliminating the requirement that the transferor demonstrate it has adequate collateral to fund substantially all the cost of purchasing replacement assets. Under the amended guidance, a transferor maintains effective control over transferred financial assets (and thus accounts for the transfer as a secured borrowing) if there is an agreement that both entitles and obligates the transferor to repurchase the financial assets before maturity and if all of the following conditions previously required are met: (i) financial assets to be repurchased or redeemed are the same or substantially the same as those transferred, (ii) repurchase or redemption date before maturity at a fixed or determinable price and (iii) the agreement is entered into contemporaneously with, or in contemplation of, the transfer. As a result, more arrangements could be accounted for as secured borrowings rather than sales. The updated guidance is effective on a prospective basis for interim and annual reporting periods beginning on or after December 15, 2011 and early adoption is prohibited. The Company adopted this guidance on January 1, 2012 with no effect on our consolidated financial statements.

Intangibles - Goodwill and Other

In September 2011, the FASB issued updated guidance that modifies the manner in which the two-step impairment test of goodwill is applied. Under the updated guidance, an entity may assess qualitative factors (such as changes in management, key personnel, strategy, key technology or customers) that may impact a reporting unit’s fair value and lead to the determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If an entity determines that it is more likely than not, it must perform an impairment test. The first step of the impairment test involves comparing the estimated fair value of a reporting unit to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds the estimated fair value, a second step must be performed to measure the amount of goodwill impairment, if any. In the second step, the implied fair value of the reporting unit’s goodwill is determined in the same manner as goodwill is measured in a business combination (i.e., by measuring the fair value of the reporting unit’s assets, liabilities and unrecognized intangible assets and determining the remaining amount ascribed to goodwill) and comparing the amount of the implied goodwill to the carrying amount of the goodwill. If the carrying value of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The updated guidance is effective January 1, 2012. The adoption of this guidance did not have an effect on our results of operations, financial position or liquidity.

Pronouncements Finalized but Not Yet Adopted

Disclosures about Offsetting Assets and Liabilities

In December 2011, the FASB issued an Accounting Standards Update (the “Update”) requiring an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The disclosure requirements apply to financial instruments and derivative instruments that are either offset in accordance with ASC Section 210-20-45 or Section 815-10-45, or subject to an enforceable master netting arrangement or similar agreement. The Update requires entities to disclose in tabular format certain quantitative information separately for assets and liabilities, including but not limited to: gross amounts of those recognized assets and liabilities; amounts offset to determine the net amounts presented in the statement of financial position; net amounts presented in the statement of financial position; and amounts subject to an enforceable master netting arrangement. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. We expect this guidance to affect financial statement disclosures but not to have an impact on our consolidated results of operations and financial condition.

Impairment of Indefinite-Lived Intangible Assets

In July 2012, the FASB issued amended guidance on testing indefinite-lived intangible assets for impairment. Under the amended guidance, an entity can first assess qualitative factors to determine whether an indefinite-lived intangible asset may be impaired. If the entity concludes that it is not likely that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. But if the entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the asset’s fair value with its carrying amount in accordance with existing guidance. The entity may also bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. The entity will be able to resume performing the qualitative assessment in any subsequent period. The amended guidance is effective for annual and interim impairment tests

performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company is currently assessing the impact of this guidance on the Company’s consolidated financial position, results of operations, and financial statement disclosures, but does not expect it to materially impact its consolidated financial position or results of operations.


2. INVESTMENTS

There were no investments in any one issuer that totaled 10% or more of Shareholders’ Equity as of September 30, 2012.

The following information summarizes the components of net investment income:

	For the nine months ended		For the nine months ended
	September 30, 2012		September 30, 2011
	(In thousands)		(In thousands)

Fixed maturities	$	140,823	$	146,255
Common stocks		24		365
Short term investments		129		199
Other investment income		1,603		2,441
		142,579		149,260

Less: investment expenses		3,598		2,705

Net investment income	$	138,981	$	146,555


	For the three months ended		For the three months ended
	September 30, 2012		September 30, 2011
	(In thousands)		(In thousands)

Fixed maturities	$	46,295	$	48,423
Common stocks		8		7
Short term investments		48		48
Other investment income		485		624
		46,836		49,102

Less: investment expenses		1,082		890

Net investment income	$	45,754	$	48,212


Net Realized Investment Gains (Losses):
		Nine Months Ended September 30,
		2012		2011
	(In thousands)

Fixed maturities	$	2,262	$	7,796
Common stocks		14		219
Limited partnerships		11,659		24,962
Derivatives		(1,706)		(5,351)
Net realized investment gains (losses), excluding OTTI losses	$	12,229	$	27,626
Total OTTI losses recognized in earnings	$	(5,425)	$	(6,763)
Net realized investment gains (losses), including OTTI losses	$	6,804	$	20,863


Net Realized Investment Gains (Losses):
		Three Months Ended September 30,
		2012		2011
	(In thousands)

Fixed maturities	$	520	$	1,613
Limited partnerships		4,351		5,290
Derivatives		(558)		(4,688)
Net realized investment gains (losses), excluding OTTI losses	$	4,313	$	2,215
Total OTTI losses recognized in earnings	$	(351)	$	(3,135)
Net realized investment gains (losses), including OTTI losses	$	3,962	$	(920)


The following table presents fair value and gross unrealized losses for fixed maturities and common stock where the estimated fair value had declined and remained below amortized cost at September 30, 2012:


	Less Than 12 Months				12 Months or More				Total
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Description of Securities		(In thousands)
US Treasury obligations and direct obligations of US Government Agencies	$	-	$	-	$	1,666	$	187	$	1,666	$	187
States, municipalities and political subdivision		1,998		2		473		-		2,471		2
Public Utilities		6,498		146		3,742		345		10,240		491
Mortgage backed securities		1,784		52		462		24		2,246		76
Corporate Bonds		7,966		615		71,629		3,051		79,595		3,666
Preferred Stocks		-		-		16,571		374		16,571		374
Total Temporarily Impaired Fixed Maturities Securities	$	18,246	$	815	$	94,543	$	3,981	$	112,789	$	4,796
Total Temporarily Impaired Securities	$	18,246	$	815	$	94,543	$	3,981	$	112,789	$	4,796


The following table presents the total gross unrealized losses in excess of 12 months for fixed maturities and common stock where the estimated fair value had declined and remained below amortized cost by September 30, 2012:

	# of Issuers	% of Market/Book		Unrealized Loss
				(In thousands)
	33	90%-99%	$	2,700
	4	80%-89%		1,280
	-	50%-59%		-
	1	0%-49%		1
	38		$	3,981


The following table presents the fair value and gross unrealized losses for fixed maturities and common stock where the estimated fair value had declined and remained below amortized cost at December 31, 2011:


	Less Than 12 Months				12 Months or More				Total
			Unrealized				Unrealized				Unrealized
Description of Securities	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
	(In thousands)
US Treasury obligations and direct obligations of US Government Agencies	$	-	$	-	$	1,777	$	216	$	1,777	$	216
States, municipalities and political subdivisions		2,480		20		4,246		46		6,726		66
Public Utilities		410		114		3,892		197		4,302		311
Mortgage backed securities		6,517		229		5,084		361		11,601		590
Corporate Bonds		138,819		5,664		94,929		11,903		233,748		17,567
Preferred Stocks		3,659		493		30,433		6,760		34,092		7,253
Total Temporarily Impaired Fixed Maturities Securities	$	151,885	$	6,520	$	140,361	$	19,483	$	292,246	$	26,003
Common Stock	$	-	$	100	$	-	$	-	$	-	$	100
Total temporarily Impaired Securities	$	151,885	$	6,620	$	140,361	$	19,483	$	292,246	$	26,103


The following table presents the total gross unrealized losses in excess of 12 months for fixed maturities and common stock where the estimated fair value had declined and remained below amortized cost by December 31, 2011.

				Unrealized Loss
	# of Issuers	% of Market/Book		(In thousands)

	20	90%-99%	$	3,951
	13	80%-89%		6,075
	6	70%-79%		1,788
	6	60%-69%		7,668
	1	0%-49%		1
	46		$	19,483

As of September 30, 2012 and December 31, 2011, the Company had approximately $427.0 million and $339.9 million, respectively, of gross unrealized gains in fixed maturities.

The Company had approximately $422.2 million and $313.9 million of net unrealized gains in fixed maturities as of September 30, 2012 and December 31, 2011, respectively.


Limited Partnerships:

The following table presents the carrying value of the limited partnership investments.

	September 30, 2012		December 31, 2011
	(In thousands)

Debt/Collateralized bond obligations	$	707	$	722
Hedge Related Funds		7,015		7,778
Infrastructure		25,190		22,609
Leveraged buy-out/Merchant		38,705		37,074
Mezzanine and Senior Debt		1,297		1,540
Oil and Gas		22,299		23,823
Real Estate		31,554		30,227
Restructuring		41,945		39,484
Equity Funds		3,017		3,666
	$	171,729	$	166,923

The cost bases of the investments in limited partnerships were approximately $156.8 million and $159.5 million at September 30, 2012 and December 31, 2011, respectively. At September 30, 2012 and December 31, 2011, the net unrealized gains on limited partnerships were $23.6 million and $16.0 million, respectively, all of which related to limited partnerships accounted for under the fair value method. The cost and carrying values of the limited partnerships accounted for under the fair value method were $135.3 million and $158.9 million at September 30, 2012 and $139.3 million and $155.3 million at December 31, 2011, respectively.


The following table presents the investment activity in the limited partnership investments.
		Equity Method Partnerships		Fair Value Partnerships		Total
	(In thousands)

Nine Months Ended September 30, 2012:
Contributions	$	407	$	12,878	$	13,285
Equity in earnings (loss) of partnerships		1,312		-		1,312
Distributions:
Return of capital		(547)		(12,720)		(13,267)
Return on capital (net realized gain, excluding OTTI)		-		(11,659)		(11,659)
Increase in unrealized gains (losses) reflected in other comprehensive income, excluding the effect of realized gains from distributions		-		15,135		15,135
Change in limited partnerships		1,172		3,634		4,806
Limited partnerships, beginning of period		11,651		155,272		166,923
Limited partnerships, end of period	$	12,823	$	158,906	$	171,729

Nine Months Ended September 30, 2011:
Contributions	$	3,721		13,137		16,858
Equity in earnings (loss) of partnerships		2,067		-		2,067
Distributions:
Return of capital		(3,318)	$	(23,255)	$	(26,573)
Return on capital (net realized gain, excluding OTTI)		-		(24,961)		(24,961)
Increase in unrealized gains (losses) reflected in other comprehensive income, excluding the effect of realized gains from distributions		-		45,360		45,360
Change in limited partnerships		2,470		10,281		12,751
Limited partnerships, beginning of period		11,255		184,246		195,501
Limited partnerships, end of period	$	13,725	$	194,527	$	208,252

		Equity Method Partnerships		Fair Value Partnerships		Total
	(In thousands)

Three Months Ended September 30, 2012:
Contributions	$	13	$	5,002	$	5,015
Equity in earnings (loss) of partnerships		182		-		182
Distributions:
Return of capital		(23)		(3,686)		(3,709)
Return on capital (net realized gain, excluding OTTI)		-		(4,351)		(4,351)
Increase in unrealized gains (losses) reflected in other comprehensive income, excluding the effect of realized gains from distributions		-		(2,298)		(2,298)
Change in limited partnerships		172		(5,333)		(5,161)
Limited partnerships, beginning of period		12,651		164,239		176,890
Limited partnerships, end of period	$	12,823	$	158,906	$	171,729

Three Months Ended September 30, 2011:
Contributions	$	2,221		4,765		6,986
Equity in earnings (loss) of partnerships		103		-		103
Distributions:
Return of capital		(309)	$	(4,250)	$	(4,559)
Return on capital (net realized gain, excluding OTTI)		-		(5,289)		(5,289)
Increase in unrealized gains (losses) reflected in other comprehensive income, excluding the effect of realized gains from distributions		-		4,855		4,855
Change in limited partnerships		2,015		81		2,096
Limited partnerships, beginning of period		11,710		194,446		206,156
Limited partnerships, end of period	$	13,725	$	194,527	$	208,252

As of September 30, 2012, limited partnerships with a carrying value of $24.1 million and a gross unrealized loss of $2.4 million, have been in an unrealized loss position for under twelve months. Limited partnerships with a carrying value of $0.1 million and a gross unrealized loss of $14,900 have been in an unrealized loss position for over twelve months.

As of September 30, 2012, the Company was committed to contribute, if called upon, an aggregate of approximately $31.2 million of additional capital to certain of these limited partnerships. Commitments of $30.3 million and $0.9 million will expire in 2012 and 2013, respectively. The commitment expirations are estimates based upon the commitment periods of each of the partnerships. Certain partnerships provide, however, that in the event capital from the investments is returned to the limited partners prior to the end of the commitment period (generally 3-5 years), the capital may be recalled.

FAIR VALUE MEASUREMENTS

The following section describes the valuation methods used by the Company for each type of financial instrument it holds that is carried at fair value:

Fixed Maturities

The Company utilizes an independent third-party pricing service to estimate fair value measurements for approximately 99% of its fixed maturities. The majority of the remaining fair value measurements are based on non-binding broker prices because either quoted market prices or an estimate from a pricing service are unavailable. The broker prices are based on dealer quotations for recent activity in positions with the same or similar characteristics to that being valued or through consensus pricing of a pricing service. In general, the Company utilizes one third-party pricing service to obtain the market price of each security and utilizes a secondary pricing service to verify the reasonableness of market prices. The Company performs an analysis on the prices received from third-party security pricing services and independent brokers to ensure that the prices represent a reasonable estimate of the fair value. The Company validates the valuations from its primary pricing source through a variety of procedures that include but are not limited to comparison to additional independent third-party pricing services or brokers, where possible, a review of third-party pricing service methodologies and comparison of prices to actual trades for specific securities where observable data exists. The pricing service prepares estimates of fair value measurements for these securities using its proprietary pricing applications and models that include available relevant market information, benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. The prices developed are “evaluated prices”, representing “bid”-side valuations for the securities as of 3:00 PM on the closing date of the quarterly financial statements. Additionally, the pricing service uses an Option Adjusted Spread model to develop prepayment and interest rate scenarios for issues that have early redemption features.

The pricing service evaluates each asset class based on relevant market information, relevant credit information, perceived market movements and sector news. If the pricing service discontinues pricing an investment due to the lack of objectively verifiable data, the Company would be required to produce an estimate of fair value using some of the same methodologies as the pricing service, but would have to make assumptions for market based inputs that are unobservable due to market conditions.

The methodology above is relevant for all fixed maturity securities; following are inputs used in the evaluation process associated with each asset class:


Asset Class		Input

Corporate Bonds (including public utility bonds)		Trades, Bid Price or Spread, Two-sided markets, Quotes, Benchmark Curves including but not limited to Treasury Benchmarks and LIBOR and Swap Curves, Discount Rates, Market Data Feeds such as TRACE trade reports, Financial Statements and Trustee Reports.

Municipal Bonds		Trades, Bid Price or Spread, Two-sided markets, Quotes, Benchmark Curves including but not limited to Treasury Benchmarks and LIBOR and Swap Curves, Market Data Feeds such as MSRB, New Issues and Trustee Reports.

Commercial Mortgage Backed Securities (CMBS), Asset Backed Securities (ABS), and Collateralized Debt Obligations (CDO).		Trades, Bid Price or Spread, Two-sided markets, Quotes, Benchmark Curves including but not limited to Treasury Benchmarks and LIBOR and Swap Curves, Discount Rates, Market Data Feeds from commercial vendors, Derivative Indices, Loan Level Information including without limitation loan loss, recovery and default rates, Prepayment Speeds, Trustee Reports, Investor Reports and Servicer Reports.

Collateral Mortgage Obligations (CMO's)		Trades, Bid Price or Spread, Two-sided markets, Quotes, Benchmark Curves including but not limited to Treasury Benchmarks and LIBOR and Swap Curves, Discount Rates, Market Data Feeds from commercial vendors, Loan Level Information, Prepayment Speeds, Trustee Reports, Investor Reports and Servicer Reports.

The fair value estimates of most fixed maturity investments are based on observable market information rather than market quotes. Accordingly, the estimates of fair value for such fixed maturities, other than U.S. Treasury securities, provided by the pricing service are included in the amount disclosed in Level 2 of the hierarchy. The estimated fair value of U.S. Treasury securities are included in the amount disclosed in Level 1 as the estimates are based on unadjusted market prices.

The Company holds privately placed corporate bonds and estimates the fair value of these bonds using an internal matrix that is based on market information regarding interest rates, credit spreads and liquidity. The underlying source data for calculating the matrix of credit spreads relative to the U.S. Treasury curve are the Merrill Lynch U.S. Corporate Index and the Merrill Lynch High Yield BB Rated Index. The Company includes the fair value estimates of these corporate bonds in Level 2 since all significant inputs are market observable.

The Company holds privately placed securities and estimates the fair value of these securities using either an internal matrix that is based on market information regarding interest rates, credit spreads and liquidity or a discounted cash flow model. The Company includes the fair value estimates of these securities in Level 3.

Equities

For public common and preferred stocks, the Company receives prices from a nationally recognized pricing service that are based on observable market transactions and includes these estimates in the amount disclosed in Level 1. When current market quotes in active markets are unavailable for certain non-redeemable preferred stocks held by the Company, the Company receives an estimate of fair value from the pricing service that provides fair value estimates for the Company’s fixed maturities. The service utilizes some of the same methodologies to price the non-redeemable preferred stocks as it does for the fixed maturities. The Company includes the estimate in the amount disclosed in Level 2.

Limited partnerships

The Company initially estimates the fair value of investments in certain limited partnerships by reference to the transaction price. Subsequently, the Company generally obtains the fair value of these investments from net asset value information provided by the general partner or manager of the investments, the financial statements of which are generally audited annually. The Company considers observable market data and performs diligence procedures in validating the appropriateness of using the net asset value as a fair value measurement. The Company includes the valuation of limited partnership accounted for under the fair value method in Level 3. The remaining carrying value recognized in the consolidated balance sheets represents investments in other limited partnership interests accounted for using the equity method, which do not meet the definition of financial instruments for which fair value is required to be disclosed.

Derivatives

Valuations are secured monthly from each counterparty which is a major money center bank for the three payor swaptions owned by the Insurance Company. Factors considered in the valuation include interest rate volatility, decay (remaining life of the Swaption before expiration), delta (duration), gamma (convexity), swap rates and swap spreads against U.S. Treasuries. Each dealer has its own proprietary software that evaluates each of these components to determine the swaption valuation at the end of each month. The Company also obtains a competing valuation from its consultant, Milliman Inc., which uses its own proprietary valuation software called MG Hedge-Information Dashboard. The Company compares the two valuations and generally selects the valuation of the bank, as each counterparty is responsible for settling for cash with the Company if the payor swaption expires with value. All of the factors noted are observable inputs; consequently the Company includes the swaption valuations in Level 2.

Cash and Short-Term Investments

The market value of cash and short-term investments is estimated to approximate the carrying value.


The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

			Fair Value Measurements Using
				Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			As of
Description			September 30, 2012		(Level 1)		(Level 2)		(Level 3)
Assets:		(In thousands)
Fixed Maturities:
	U.S. government and agencies	$	45,718	$	43,871	$	1,666	$	181
	States and municipalities		395,361		-		395,361		-
	Corporate debt securities		2,970,929		-		2,947,527		23,402
	Mortgage backed securities		92,378		-		92,378		-
	Preferred Stock		79,857		-		79,857		-
Fixed Maturities			3,584,243		43,871		3,516,789		23,583

Common Stock			1,468		1,128		340		-
Derivatives			1,651		-		1,651		-
Cash and cash equivalents			15,802		15,802		-		-
Short-Term investments			126,723		-		126,723		-
Limited partnerships			158,906		-		-		158,906
Total		$	3,888,793	$	60,801	$	3,645,503	$	182,489



			Fair Value Measurements Using
		As of		Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description			December 31, 2011		(Level 1)		(Level 2)		(Level 3)
Assets:		(In thousands)
Fixed Maturities:
	U.S. government and agencies	$	45,323	$	43,355	$	1,787	$	181
	States and municipalities		371,605		-		371,605		-
	Corporate debt securities		2,413,242		-		2,375,486		37,756
	Public utilities		485,820		-		485,410		410
	Mortgage backed securities		122,471		-		122,058		413
	Preferred Stock		82,294		-		82,294		-
Fixed Maturities			3,520,755		43,355		3,438,640		38,760

Common Stock			1,302		1,302		-		-
Derivatives			3,358		-		3,358		-
Cash and cash equivalents			47,110		47,110		-		-
Short-Term investments			61,233		-		61,233		-
Limited partnerships			155,272		-		-		155,272
Total		$	3,789,030	$	91,767	$	3,503,231	$	194,032

Significant Unobservable Inputs for Level 3 Assets

Level 3 investments include limited partnerships and certain fixed maturities. Valuations for limited partnerships classified within Level 3 are based on net asset value information (provided by the general partner or manager of the partnership), which includes multiple underlying investments for which either observable market prices or other valuation methods are used to determine the fair value. Valuations for fixed maturities classified within Level 3 are primarily based on broker/dealer quotes. For both those securities within limited partnerships valued using models or fixed maturities classified within Level 3, there is a lack of transparency as to inputs used to develop the valuations. Accordingly, the quantitative detail of related unobservable inputs is neither provided nor reasonably available to the Company.


A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows:

(In thousands)
				Limited partnerships		Common Stock		Fixed Maturities		Total
For the nine months ended September 30, 2012
Beginning Balance at December 31, 2011			$	155,272	$	-	$	38,760	$	194,032
	Total gains or losses (realized/unrealized)
		Included in earnings		-		15		105		120
		Realized gains from limited partnerships, net of OTTI		7,566				-		7,566
		Included in other comprehensive income		7,569		-		589		8,158
	Purchases			12,878		-		9,940		22,818
	Sales			(24,379)		(15)		(25,455)		(49,849)
	Transfers in and /or out of Level 3			-		-		(356)		(356)
Ending Balance at September 30, 2012			$	158,906	$	-	$	23,583	$	182,489

For the three months ended September 30, 2012
Beginning Balance at June 30, 2012			$	164,239	$	-	$	24,586	$	188,825
	Total gains or losses (realized/unrealized)
		Included in earnings		-		-		6		6
		Realized gains from limited partnerships, net of OTTI		4,351		-		-		4,351
		Included in other comprehensive income		(6,649)		-		312		(6,337)
	Purchases			5,002		-		3,794		8,796
	Sales			(8,037)		-		(4,759)		(12,796)
	Transfers in and /or out of Level 3			-		-		(356)		(356)
Ending Balance at September 30, 2012			$	158,906	$	-	$	23,583	$	182,489


				Limited Partnerships		Common Stock		Fixed Maturities		Total
For the nine months ended September 30, 2011
Beginning Balance at December 31, 2010			$	184,246	$	381	$	19,975	$	204,602
	Total gains or losses (realized/unrealized)
		Included in earnings		-		-		(142)		(142)
		Realized gains from limited partnerships, net of OTTI		23,607						23,607
		Included in other comprehensive income		21,753		(204)		(690)		20,859
	Purchases			13,136		-		-		13,136
	Sales			(48,215)		(177)		(4,171)		(52,563)
	Transfers in and /or out of Level 3			-		-		23,721		23,721
Ending Balance at September 30, 2011			$	194,527	$	-	$	38,693	$	233,220

For the three months ended September 30, 2011
Beginning Balance at June 30, 2011			$	194,446	$	-	$	19,884	$	214,330
	Total gains or losses (realized/unrealized)
		Included in earnings		-		-		(142)		(142)
		Realized gains from limited partnerships, net of OTTI		4,875		-		-		4,875
		Included in other comprehensive income		(20)		-		104		84
	Purchases			4,764		-		-		4,764
	Sales			(9,538)		-		(860)		(10,398)
	Transfers in and /or out of Level 3			-		-		19,707		19,707
Ending Balance at September 30, 2011			$	194,527	$	-	$	38,693	$	233,220

During the nine months ended September 30, 2011, certain fixed maturity securities were transferred in and out of Level 3 from Level 2 as a result of the unavailability or availability of market observable quoted prices received from an independent third-party pricing service.


Investments in limited partnership carried at fair value using net asset value per share

The following table includes information related to the Company's investments in certain other invested assets, including private equity funds and hedge funds that calculate net asset value per share (or its equivalent). For these investments, which are measured at fair value on a recurring or non-recurring basis, the Company uses the net asset value per share as a practical expedient for fair value.

			September 30, 2012				December 31, 2011
Investment Category	Investment Category Includes		Fair Value Using Net Asset Value	Unfunded Commitments			Fair Value Using Net Asset Value	Unfunded Commitments
		(In thousands)
Restructuring	Securities of companies that are in default, under bankruptcy protection or troubled.	$	41,945	$	6,915	$	39,484	$	10,463
Leveraged buyout	Debt and/or equity investments made as part of a transaction in which assets of mature companies are acquired with the use of leverage.		38,705		12,147		37,074		14,349
Real estate	Real estate assets, real estate joint ventures and real estate operating companies.		31,554		1,818		30,227		2,303
Infrastructure	Investments in essential public goods and services such as transportation and energy projects with long-term stable cash flows located around the globe.		25,190		4,915		22,609		7,464
Oil and gas	Equity and equity related investments in the upstream and midstream independent oil and gas sector of North America.		22,299		2,649		23,823		4,351
Other	Secondary, mezzanine, debt and collateralized bond offerings.		5,021		2,782		5,928		2,782
Total private equity funds			164,714		31,226		159,145		41,712
Hedge multi-strategy	Pursue multiple strategies i.e. arbitrage, credit, structured credit, long/short equity to reduce risks and reduce volatility.		7,015		-		7,778		-
Total hedge funds			7,015		-		7,778		-
Total Limited Partnerships		$	171,729	$	31,226	$	166,923	$	41,712


Fair Values of Derivative Instruments

(In thousands)	Asset Derivatives
	September 30, 2012			December 31, 2011
	Balance Sheet Location			Balance Sheet Location
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Payor Swaptions	Derivative Instruments	$	1,651	Derivative Instruments	$	3,358

Total derivatives not designated as hedging instruments		$	1,651		$	3,358

Total derivatives		$	1,651		$	3,358


Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivatives		Amount of Gain or (Loss) Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments			Nine Months Ended September 30,
			2012		2011
(In thousands)
Payor Swaptions	Realized investment gains (losses)	$	(1,706)	$	(5,351)

Total		$	(1,706)	$	(5,351)


The following represents the estimated fair value of financial assets and liabilities that are not required to be carried at fair value as of the dates indicated:

September 30, 2012			Carrying Value	Estimated Fair Value
Assets			(In thousands)

	Policy Loans	$	19,565	$	19,565
	Limited Partnerships		12,823		12,823
Liabilities
	Policyholders' Account Balances	$	2,286,808	$	2,685,870



December 31, 2011			Carrying Value	Estimated Fair Value
		(In thousands)
Assets
	Policy Loans	$	18,442	$	18,442
	Limited Partnerships		11,651		11,651
Liabilities
	Policyholders' Account Balances	$	2,323,364	$	2,555,894


4.	CHANGE IN NET UNREALIZED INVESTMENT GAINS/(LOSSES)

				Tax
		Pre-Tax		(Expense)/		After-Tax
		Amount		Benefit		Amount
For the nine months ended September 30, 2012:		(In thousands)
Net unrealized gains on investment securities:
Net unrealized holding gains arising during period		$	122,892	$	(43,012)	$	79,880
Plus: reclassification adjustment for net gains realized in net income			(6,804)		2,381		(4,423)
Change related to deferred policy acquisition costs			(2,507)		877		(1,630)
Net unrealized investment gains		$	113,581	$	(39,754)	$	73,827

For the nine months ended September 30, 2011:
Net unrealized gains on investment securities:
Net unrealized holding gains arising during period		$	183,282	$	(64,333)	$	118,949
Plus: reclassification adjustment for net gains realized in net income			(20,862)		7,301		(13,561)
Change related to deferred policy acquisition costs			(11,811)		4,134		(7,677)
Net unrealized investment gains		$	150,609	$	(52,898)	$	97,711

SHAREHOLDERS' EQUITY

During 2011 and the first nine months of 2012, the Board of Directors maintained a quarterly dividend of $.0625 per share. During 2011 and through the first nine months of 2012, the Company had not purchased or retired shares of its common stock. The Company is authorized pursuant to a resolution of the Board of Directors to purchase up to 385,000 shares of common stock.

EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS

The Company adopted an Internal Revenue Code (IRC) Section 401(k) plan for its employees effective January 1, 1992. Under the plan, participants may contribute up to the dollar limit as prescribed by IRC Section 415(d). In addition, the Company contributes 5% of each employee’s salary to the 401(k) plan. The Company contribution is subject to a vesting schedule and is made for all employees, irrespective of an employee’s contribution to the plan. The Company contributed approximately $167,100 and $332,500 into this plan during the nine months ended September 30, 2012 and September 30, 2011, respectively. On March 1, 2012, the Company granted 17,042 of restricted stock grants to employees that vest evenly over a 3-year period.

INCOME TAXES

Income taxes represent the net amount of income taxes that the Company expects to pay to or receive from various taxing jurisdictions in connection with its operations. The Company provides for federal and state income taxes currently payable, as well as those deferred due to temporary differences between the financial reporting and tax bases of assets and liabilities. The Company’s accounting for income taxes represents management’s best estimate of various events and transactions.

Deferred tax assets and liabilities resulting from temporary differences between the financial reporting and tax bases of assets and liabilities are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, (b) operating loss carry forwards and (c) a valuation allowance. A significant portion of the deferred tax assets relates to unrealized losses in the Company’s bond portfolio. If the Company determines that any of its deferred income tax assets will not result in future tax benefits, a valuation allowance must be established for the portion of these assets that is not expected to be realized. Upon review, the Company’s management concluded that it is “more likely than not” that the deferred income tax assets will be realized. The Company does not record a tax valuation allowance relating to the net unrealized losses on investments, excluding stocks, because it is more likely than not that these losses would reverse or be utilized in future periods. The Company has the ability and it is the Company’s intent to fully recover the principal, which could allow the Company to hold these securities until their maturity; therefore, the Company considers the impairment to be temporary.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. In the United States, the Company is generally no longer subject to federal income tax examinations by tax authorities for the years prior to 2006. For 2006 and 2007, the Company may be subject to tax examinations because the IRS and the Company agreed to an extension of the statute of limitations.

The Company applies FASB guidance relating to accounting for uncertainty in income taxes. The liability for unrecognized tax benefits was $0 and $7,374 at September 30, 2012 and December 31, 2011, respectively, which is included within Federal Income Taxes Recoverable/Payable in the Consolidated Balance Sheet. The Company records interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense. The total amount of accrued interest and penalties included in the uncertain tax liability was $145,033 and $110,261 as of September 30, 2012 and December 31, 2011, respectively.

As of September 30, 2012, the Company is not aware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits or liabilities will significantly increase or decrease within the next 12 months.

PURCHASE OF GREAT AMERICAN LIFE ASSURANCE COMPANY

On July 3, 2012, the Company completed the purchase of Great American Life Assurance Company (“GALAC”), an Ohio domiciled insurance company with approximately $5.60 million in statutory capital and surplus, for cash of $7.04 million. As a result, GALAC became a wholly-owned subsidiary of the Company and subsequently, the name of the company was changed to Presidential Life Insurance Company – USA (“PLIC-USA”). PLIC-USA is in the process of changing its corporate domicile from Ohio to Delaware. At the time of purchase, PLIC-USA’s statutory capital and surplus principally consisted of cash, short-term investments, and bonds reduced by liabilities for accrued expenses and taxes. All policyholder obligations related to in-force contracts of GALAC are fully reinsured. PLIC-USA maintains licenses to write life and annuity business in 38 states plus the District of Columbia. The Company is obtaining the aforesaid licenses and statutory capital and surplus as part of this transaction. With respect to the state licenses acquired, the Company recorded an intangible asset with indefinite life of approximately $1.2 million. The acquisition of PLIC-USA has been reflected in the accompanying financial statements.

ENTRY INTO AGREEMENT AND PLAN OF MERGER WITH ATHENE ANNUITY & LIFE ASSURANCE COMPANY

On July 12, 2012, the Company and Athene Annuity & Life Assurance Company (“Athene”), a Delaware-domiciled insurer focused on retail fixed and index annuity sales and reinsurance, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of the conditions therein, a newly formed subsidiary of Athene (“Merger Sub”) will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Athene.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), will be converted into the right to receive $14.00 in cash (the “Merger Consideration”). In addition, each unexercised option (each, a “Company Option”) outstanding immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive an amount in cash, if any, without interest and net of all applicable withholding taxes, equal to (a) the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Company Option, multiplied by (b) the aggregate number of shares of common stock that may be acquired upon exercise of such Company Option. Immediately prior to the effective time of the Merger, restricted shares held under the Company Equity Plan (as defined in the Merger Agreement) will become fully vested. Such fully vested shares will then be converted into the right to receive the Merger Consideration at the effective time of the Merger.

The aggregate purchase price will total approximately $415 million.

The Merger Agreement contains certain termination rights of the Company and Athene. The Company will be required to pay Athene a termination fee of $18.0 million (the “Termination Fee”) upon termination of the Merger Agreement under specified circumstances, including: (i) termination by the Company of the Merger Agreement in order to enter into a definitive acquisition agreement with respect to a Superior Proposal (as defined in the Merger Agreement); (ii) termination by Athene of the Merger Agreement in the event that, among others, (a) the Board of Directors of the Company effects a Change in Recommendation (as defined in the Merger Agreement) prior to obtaining Company shareholder approval or (b) the Board of Directors of the Company fails to reaffirm publicly and unconditionally its recommendation that the Company’s shareholders adopt the Merger Agreement and approve the Merger within two business days of Athene’s written request to do so (such request may be made at any time following public disclosure of an alternative acquisition transaction proposal), which public reaffirmation must also include the unconditional rejection of such alternative acquisition transaction proposal; (iii) termination by Athene or the Company in the event that the holders of a majority of the outstanding shares of Company Common Stock fail to approve the Merger Agreement; and (iv) termination by Athene or the Company in the event that the closing of the Merger does not occur by the Outside Date (as defined in the Merger Agreement), and (A) an Acquisition Proposal is publicly disclosed after the date of the Merger Agreement and prior to such termination, and (B) within 12 months after such termination, the Company enters into a definitive agreement with respect to, or consummates, the transaction contemplated by any Acquisition Proposal (as defined in the Merger Agreement). The Merger

Agreement sets forth certain other circumstances under which the Termination Fee may be due and owing from the Company to Athene.

If the Merger Agreement is terminated by either party for any reason other than the failure to obtain such enumerated regulatory approvals or a breach of the Merger Agreement by Athene, the Company will reimburse Athene for its out-of-pocket expenses, excluding Hedging Costs, up to a maximum of $3.0 million. Alternatively, if either party terminates the Merger Agreement as a result of certain failures to obtain regulatory approvals as enumerated therein, the Company will be required to reimburse Athene for their out-of-pocket expenses, excluding Hedging Costs (as defined in the Merger Agreement), up to a maximum of $1.0 million, plus 50% of all Net Hedging Costs (as defined in the Merger Agreement) not to exceed $12.5 million.

The Merger is conditioned, among other things, on: (i) the approval of the holders of a majority of the outstanding shares of Company Common Stock; (ii) the absence of certain legal impediments to the consummation of the Merger; and (iii) the receipt of certain regulatory approvals regarding the transactions contemplated by the Merger Agreement, including expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and approvals by certain state insurance regulatory authorities, including the New York State Department of Financial Services. Early termination of the waiting period under the HSR Act was granted on August 20, 2012. In addition, prior to the receipt of the Extraordinary Dividend (as defined in the Merger Agreement), the Company must have Net Assets (as defined in the Merger Agreement) of at least $40.0 million, comprised of substantially the same type and mix of assets as the Net Assets of the Company on the date of the Merger Agreement.

At September 30, 2012, the Company had $62.2 million of Net Assets. We expect that prior to the closing of the Merger, Net Assets will be further reduced by the payment of ordinary dividends, operating expenses and transaction costs related to the Merger. In the third quarter approximately $1.2 million in transaction costs were incurred in connection with the sale of the Company.

The Merger is expected to close in late 2012. Upon consummation of the Merger, the Company will delist from the NASDAQ and no longer be a publicly traded corporation.

COMMITMENTS AND CONTINGENCIES

From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2012, the Company is not a party to any legal proceedings, the adverse outcome of which, in our opinion, individually or in the aggregate, would have a material adverse effect on the Company's financial condition or results of operations.

Litigation Relating to the Merger

The Company, its directors, Athene and Merger Sub were named as defendants in four complaints filed in the Supreme Court of the State of New York, County of Rockland. One complaint is captioned Katen Patel on behalf of himself and others similarly situated as Plaintiff v. Presidential Life Corp., Donald L. Barnes, John D. McMahon, Dominic F. D’Adamo, William A. Demilt, Ross B. Levin, Lawrence Read, Lawrence Rivkin, Stanley Rubin, Frank A. Shepard, William M. Trust Jr., Athene Annuity & Life Assurance Company and Eagle Acquisition Corp., and was filed on July 18, 2012 (the “Patel Complaint”). The second complaint (the “Palmisano Complaint”) was brought in the name of an Anthony Palmisano, allegedly on behalf of himself and others similarly situated, against the Company as well as the same directors named in the Patel Complaint. The Palmisano Complaint was filed on July 30, 2012. The third complaint (the “Tazakine Complaint”) was brought in the name of Charles Tazakine allegedly on behalf of himself and others similarly situated against the Company and those same directors. The Tazakine Complaint was filed on August 9, 2012. The fourth complaint (the “Kahn Complaint”) was brought in the name of Alan Kahn allegedly on behalf of himself and others similarly situated against the Company and those same directors. The Kahn Complaint was filed on August 10, 2012.

These four cases were consolidated by stipulation and order that was filed on September 5, 2012. Pursuant to this order, the actions were consolidated under the caption “In re Presidential Life Corp, Shareholder Litigation, Index Number 034636/2012”. Further, the complaint (the “Consolidated Complaint”) in the Kahn action is deemed to be the operative complaint for all of the four cases pending in Supreme Court, Rockland County.

The Consolidated Complaint, purportedly brought on behalf of a class of stockholders, alleges that our directors breached their fiduciary duties in connection with the proposed Merger purportedly because, among other things, the proposed Merger is the product of a flawed process, the Merger Agreement contains preclusive deal protection terms and our directors failed to properly value Presidential. The Consolidated Complaint further alleges that Athene aided and abetted the directors’ purported breaches. The Consolidated Complaint seeks injunctive and other equitable relief, including enjoining us from consummating the Merger, and damages, in addition to fees and costs.

We believe that the claims asserted in these suits are without merit and intend to vigorously defend these matters.

SUBSEQUENT EVENT

Litigation Relating to the Merger

On October 23, 2012, an action was brought in the United States District Court, Southern District of New York, by Philip Brent allegedly on behalf of himself and other shareholders. The Brent complaint makes similar allegations as contained in the Consolidated Complaint. In addition, the Brent Complaint alleges that the preliminary proxy statement issued by the Company contains false and misleading statements in violation of Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgated pursuant to Section 14(a) of the Securities Exchange Act. We believe that the claims asserted in this suit are without merit and intend to vigorously defend this matter.

The Presidential Life Insurance Company 2012 Discretionary Bonus Plan

As previously disclosed in a Form 8-K filed on October 26, 2012, on October 23, 2012 the Compensation Committee of the Board of Directors of the Insurance Company adopted the Presidential Life Insurance Company 2012 Discretionary Bonus Plan. Certain employees of the Insurance Company are eligible to earn cash bonuses.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General

We are engaged in the sale of insurance products including individual annuities, individual life insurance and accident and health insurance. Our revenues are derived primarily from premiums received from the sale of annuity contracts and life, accident and health products, investment income and from gains (net of losses) from our investment portfolio.

Under GAAP, our revenues from the sale of whole life insurance products and annuity contracts with life contingencies are treated differently from our revenues from the sale of annuity contracts without life contingencies, deferred annuities and universal life insurance products. Premiums from the sale of life insurance products and life contingent annuities are reported as premium income on our income statement. Premiums from the sale of deferred annuities, universal life insurance products and annuities without life contingencies are not reported as revenues, but rather are reported as additions to policyholders’ account balances on our balance sheet. For these products, revenues are recognized principally through the spread between interest income on invested assets and interest credited to policyholder’s accounts. Additional revenues are recognized over time in the form of policy fee income, surrender charges and mortality and other charges deducted from policyholders’ account balances.

The profitability of our individual annuities, individual life insurance and group accident and health products depends largely on the size of our in-force book of business, the adequacy of product pricing and underwriting discipline, and the efficiency of our claim and expense management.

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements that involve risks and uncertainties. Forward-looking statements reflect management's current expectations of future events, trends or results based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those set forth in Part I, Item 1A of our 2011 Form 10-K, which are incorporated herein by reference, and those, if any, discussed in “Risk Factors” under Part II, Item 1A of this Form 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Executive Overview

Results

Our net income was $12.1 million or $0.41 per share for the nine months ended September 30, 2012, compared with net income of $24.2 million or $0.82 per share for the same period in 2011. The decrease in net income of $12.1 million for the nine months ended September 30, 2012 compared to 2011 is principally due to a decrease in net realized investment gains of $15.4 million, a decrease in net investment spread of $5.7 million and an increase in general expenses of $2.5 million, partially offset by decreases in income taxes of $6.5 million, a decrease in other-than-temporary impairment (“OTTI”) losses of $1.4 million and change in policy acquisition costs of $2.1 million and other miscellaneous items totalling $1.5 million. Our total revenues for the nine months ended September 30, 2012 were $179.5 million, a decrease of 7.4% or $14.3 million from $193.8 million for the nine months ended September 30, 2011. Benefits and expenses increased by $4.2 million or 2.7% for the nine months ended September 30, 2012 in comparison to the same nine-month period in 2011.

Third quarter 2012 net income was $5.2 million or $0.18 per share, compared with net income of $2.9 million or $0.10 per share for the comparable quarter in 2011. Income before income taxes was $7.9 million and $4.4 million for the third quarters of 2012 and 2011, respectively, a period-over-period increase of $3.5 million. The increase in income before income taxes of $3.5 million is principally due to an increase in net realized gains of $2.1 million, a decrease in OTTI losses of $2.8 million and a decrease in liability for future policy benefits of $2.1 million, partially offset by an increase in general expenses of $2.1 million and a decrease in net investment spread of $1.4 million. Income taxes were $2.8 million and $1.5 million for the third quarter of 2012 and 2011, respectively, an increase of $1.3 million.

Pricing

Management believes that we are able to offer products at competitive prices to our targeted markets as a result of: (i) maintaining relatively low issuance costs by selling through the independent general agency system; (ii) minimizing home office administrative costs; and (iii) utilizing appropriate underwriting guidelines.

The long-term profitability of sales of life and most annuity products depends on the degree of margin of the actuarial assumptions that underlie the pricing of such products. Actuarial calculations for such products, and the ultimate profitability of sales of such products, are based on four major factors: (i) persistency; (ii) rate of return on cash invested during the life of the policy or contract; (iii) expenses of acquiring and administering the policy or contract; and (iv) mortality.

Persistency is the rate at which insurance policies remain in force, expressed as a percentage of the number of policies remaining in force over the previous year. Policyholders may not continue to pay premiums/annuity considerations, thus causing their policies/annuity contracts to lapse.

The assumed rate of return on invested cash and desired spreads during the period that insurance policies or annuity contracts are in force also affects pricing of products and currently includes an assumption by the Company of a specified rate of return and/or spread on its investments for each year that such insurance or annuity product is in force.

Investments

Our principal investments are in fixed maturities, all of which are exposed to at least one of three primary sources of investment risk: credit, interest rate and market valuation. From a financial statement perspective, these factors must be considered when determining the recognition of impairments and income, as well as the determination of fair values. See Note 1 to the Condensed Consolidated Financial Statements “Summary of Significant Accounting Policies” for a discussion of the evaluation of available-for-sale securities holdings in accordance with our impairment policy, whereby we evaluate whether such investments are other-than-temporarily impaired (“OTTI”) and factors considered by security classification in the OTTI evaluation. In addition, the earnings on certain investments are dependent upon market conditions, which could result in prepayments and changes in amounts to be earned due to changing interest rates or equity markets. The determination of fair values in the absence of quoted market values is based on valuation methodologies, securities we deem to be comparable and assumptions deemed appropriate given the circumstances. The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts.

We derive a predominant portion of our total revenues from investment income. We manage most of our investments internally. All investments are governed by the Statement of Investment Policy established and approved by the Finance and Investment Committee and the Board of Directors of the Insurance Company and Presidential Life Corporation and by qualitative and quantitative limits prescribed by applicable insurance laws and regulations. The Finance and Investment Committee meets regularly to set and review investment policy and to approve current investment plans. The actions of the Finance and Investment Committees are subject to review and approval by the Board of Directors of the Insurance Company and Presidential Life Corporation. Our Statement of Investment Policy must comply with the New York State Department of Financial Services (“NYDFS”) regulations and the regulations of other applicable regulatory bodies.

Our investment philosophy generally focuses on purchasing investment-grade securities with the intention of holding such securities to maturity. Our investment philosophy also focuses on the intermediate longer-term horizon and is not oriented towards trading. However, as market opportunities, liquidity or regulatory considerations may dictate, securities may be sold prior to maturity. We have categorized all fixed maturity securities as available for sale and carry such investments at market value.

We manage our investment portfolio to meet the diversification, yield and liquidity requirements of our insurance policy and annuity contract obligations. Our liquidity requirements are monitored regularly so that cash flow needs are met. Adjustments are made periodically to our investment policies to reflect changes in our short and long-term cash needs, as well as changing business and economic conditions.

We seek to manage our investment portfolio in part to reduce our exposure to interest rate fluctuations. In general, the market value of our fixed maturity portfolio increases or decreases in an inverse relationship with fluctuations in interest rates, and our net investment income increases or decreases in direct relationship with interest rate changes. For example, if interest rates decline, our fixed maturity investments generally will increase in market value, while net investment income will decrease as fixed income investments mature or are sold and proceeds are reinvested at the declining rates. If interest rates increase, our fixed maturity investments generally will decrease in market value, while net investment income will generally increase. Because prevailing market interest rates frequently shift, we have adopted strategies that are designed to address either an increase or decrease in prevailing rates.

The primary market risk in our investment portfolio is interest rate risk and to a lesser degree, credit risk. Our exposure to foreign exchange risk is not significant. We have no direct commodity risk. Changes in interest rates can potentially impact our profitability. In certain scenarios where interest rates are volatile, we could be exposed to disintermediation risk and reduction in net interest rate spread or profit margin. (See the discussion below in “Asset/Liability Management” for additional information related to the Company’s interest risk and its management.)

Risk-Based Capital

Under the National Association of Insurance Commissioner’s (“NAIC”) risk-based capital formula, insurance companies must calculate and report information under a risk-based capital formula. The standards require the computation of a risk-based capital amount, which then is compared to a company’s actual total adjusted capital. The computation involves applying factors to various financial data to address four primary risks: asset default, adverse insurance experience, disintermediation and external events. This information is intended to permit insurance regulators to identify and require remedial action for inadequately capitalized insurance companies, but is not designed to rank adequately capitalized companies. The NAIC formula provides for four levels of potential involvement by state regulators for inadequately capitalized insurance companies, ranging from a requirement for an insurance company to submit a plan to improve its capital (Company Action Level) to regulatory control of the insurance company (Mandatory Control Level). At December 31, 2011, the Insurance Company’s Company Action Level was $69.2 million and the Mandatory Control Level was $24.2 million. The Insurance Company’s adjusted capital at December 31, 2011 was $384.9 million, which exceeds the amounts triggering all four action levels. The Company’s RBC ratio as of December 31, 2011 was 556%, and we estimate the RBC ratio would increase to approximately 571% as of September 30, 2012.

Agency Ratings

Ratings are an important factor in establishing the competitive position in the insurance and financial services marketplace. There can be no assurance that our ratings will continue for any given period of time or that they will not be changed. In the event the ratings are downgraded, the level of revenues or the prospects of our business may be adversely impacted.

In April 2012, the A.M. Best Company affirmed the financial strength rating of the Insurance Company of “B++” (Good) and upgraded the issuer credit rating, or ICR, to “bbb+” (Good) from “bbb“ (Good) of the Insurance Company and increased the ICR of Presidential Life Corporation to “bb+” (Fair) from “bb“ (Fair). The ratings have been assigned a stable outlook.

The ratings reflect our strong capitalization and the early stage execution of our business strategy to move from a regional distributor of annuity products to a national platform. However, A.M. Best believes that our narrow product offering, the income volatility of our limited partnership investments and the high minimum crediting rates on our in-force business partially offset the positive rating factors.

At the time of the B++ rating, publications of A.M. Best indicated that the “B++” rating was assigned to those companies that, in A.M. Best's opinion, have achieved a very good overall performance when compared to the norms of the insurance industry and that generally have demonstrated a good ability to meet their respective policyholder and other contractual obligations over a long period of time. The B++ rating is within A.M Best’s “Secure” classification, along with A++, A+, A, A-, and B+ ratings.

In evaluating a company's statutory financial and operating performance, A.M. Best reviews the company's profitability, leverage and liquidity, as well as the company's book of business, the adequacy and soundness of its reinsurance, the quality and estimated market value of its assets, the adequacy of its reserves and the experience and competency of its management.

A.M. Best's rating is based on factors that primarily are relevant to policyholders, agents and intermediaries and is not directed towards the protection of investors, nor is it intended to allow investors to rely on such a rating in evaluating our financial condition.

Results of Operations

A comparison of the significant items for the nine months ended September 30, 2012 with the same period in 2011 and a comparison of significant items for the three months ended September 30, 2012 with the same period in 2011 has been set forth below.

Revenues

Total annuity considerations and life and accident and health insurance premiums were $27.1 million and $19.5 million for the first nine months of 2012 and 2011, respectively, a period-over-period increase of $7.6 million or 39%. Life insurance and accident and health premiums were $12.9 million and $13.5 million for the first nine months of 2012 and 2011, respectively, a period-over-period decrease of $0.6 million or 4.4%. Immediate annuity considerations with life contingencies were approximately $14.2 million and $6.0 million for the first nine months of 2012 and 2011, respectively, a period-over-period increase of $8.2 million or 136.7%. These amounts do not include consideration from the sales of deferred annuities or immediate annuities without life contingencies. Under GAAP, such sales are reported as additions to policyholder account balances. Consideration from such sales was approximately $40.5 million and $40.8 million in the first nine months of 2012 and 2011, respectively.

Total annuity considerations and life and accident and health insurance premiums increased from approximately $6.2 million

for the three months ended September 30, 2011 to approximately $10.3 million for the three months ended September 30, 2012.

Policy Fee Income

Universal life and investment type policy fee income was approximately $2.5 million and $2.6 million for the nine months ended September 30, 2012 and 2011, respectively, a period-over-period decrease of $0.1 million or 3.8%. Universal life and investment type policy fee income was approximately $0.8 million for both of the third quarters in 2012 and 2011. Policy fee income consists principally of amounts assessed during the period against policyholders’ account balances for mortality and surrender charges.

Net Investment Income and Equity in Earnings on Limited Partnerships

Net investment income and equity in earnings on limited partnerships totalled approximately $140.3 million and $148.6 million during the first nine months of 2012 and 2011, respectively, a period-over-period decrease of $8.3 million or 5.6%.

The Company had net investment income and equity in earnings from the limited partnerships of $45.9 million and $48.3 million for the three month periods ended September 30, 2012 and 2011, respectively, a period-over-period decrease of $2.4 million or 5.0%. Income included within distributions of the limited partnerships accounted for under the fair value method are classified as realized gains and losses and therefore excluded from net investment income (see below).

Net investment income totalled approximately $139.0 million and $146.6 million for the first nine months of 2012 and 2011, respectively, a period-over-period decrease of $7.6 million or 5.2%. Excluding the return on the Company’s limited partnership investments and other realized gains, the investment yield ratios (net investment income to average cash and invested assets based on book value) for the first nine months of 2012 and 2011 were 5.62% and 5.90%, respectively.

Income from limited partnerships that are accounted for using the equity method of accounting amounted to approximately $1.3 million and $2.1 million for the first nine months of 2012 and 2011, respectively, a period-over-period decrease of $0.8 million or 38.1%. Income from limited partnerships accounted for under the equity method tend to fluctuate since changes in unrealized gains and losses are reflected within earnings. Income included within distributions of the limited partnerships accounted for under the fair value method are classified as realized gains and losses and therefore excluded from net investment income (see below).

Net Realized Investment Gains and Losses and OTTI losses recognized in earnings

The Company had net realized investment gains, including OTTI losses, of $4.0 million for the three months ended September 30, 2012 and net realized investment losses, including OTTI losses, of $0.9 million for the same quarter in 2011, a period-over-period increase of $4.9 million. Net realized investment gains, including OTTI losses, were $6.8 million and $20.9 million for the first nine months of 2012 and 2011, respectively, a period-over-period reduction of $14.1 million.

The table below details the components of these amounts:


	Three Months Ended September 30,					Nine Months Ended September 30,
			2012		2011		2012		2011
	(In thousands)					(In thousands)

Fixed maturities		$	520	$	1,613	$	2,262	$	7,796
Common stocks			-		-		14		219
Limited partnerships			4,351		5,290		11,659		24,962
Derivatives			(558)		(4,688)		(1,706)		(5,351)
Net realized investment gains (losses), excluding OTTI losses		$	4,313	$	2,215	$	12,229	$	27,626
OTTI losses recognized in earnings:
Limited partnerships			-		(415)		(4,092)		(1,354)
Common Stock			-		-		-		(1)
Fixed maturities and equities			(351)		(2,720)		(1,333)		(5,408)
Total OTTI losses recognized in earnings		$	(351)	$	(3,135)	$	(5,425)	$	(6,763)
Net realized investment gains (losses), including OTTI losses		$	3,962	$	(920)	$	6,804	$	20,863

The decrease in net realized gains, including OTTI for the nine month periods was primarily due to one hedge fund redemption of $10.6 million within our limited partnership portfolio in the second quarter of 2011. Realized gains on limited partnerships tend to fluctuate from period-to-period consistent with fluctuations in distributions.

Benefits and Expenses

Interest Credited and Benefits to Policyholders

Interest credited and benefits paid and accrued to policyholders were $45.5 million and $43.8 million for the three months ended September 30, 2012 and 2011, respectively, a period-over-period increase of $1.7 million or 3.9%, and were $135.0 million and $131.8 million for the nine months ended September 30, 2012 and 2011, respectively, a period-over-period increase of $3.2 million or 2.4%. The increases are primarily due to decreases in the change in liability for future policy benefits.

A significant contributor to our profitability depends, in large part, on the investment returns generated on our portfolio, (excluding our limited partnerships), less what we are contractually obligated to credit to our policyholders (this is referred to as “investment spread”). The crediting rates on reserves for the first nine months of 2012 and 2011 were 4.93% and 4.99%, respectively. The actual investment spreads for the nine months ended September 30, 2012 and September 30, 2011 were 0.69% and 0.91%, respectively.

General Expenses and Taxes

General expenses and taxes were $20.1 million and $17.6 million for the first nine months of 2012 and 2011, respectively, a period over period increase of $2.5 million or 14.2%, and were $6.6 million and $4.5 million for the three months ended September 30, 2012 and 2011, respectively, a period over period increase of $2.1 million or 46.7%. The third quarter increase was primarily due to approximately $1.2 million in transaction costs incurred in connection with the sale of the Company and approximately $0.5 million in consulting fees associated with systems implementation projects.

Commissions

Commissions to agents, net were $3.7 million and $3.1 million for the first nine months of 2012 and 2011, respectively a period-over-period increase of $0.6 million or 19.4%. Commissions to agents, net were $1.3 million and $0.7 million for the three months ended September 30, 2012 and 2011, respectively a period-over-period increase of $0.6 million or 85.7%. Commission expense increased in the third quarter 2012 relative to 2011 due to higher annuity sales compared to the previous year.

Change in Deferred Policy Acquisition Costs (“DAC”)

The net expense from changes in the net DAC was $2.3 million and $4.5 million for the nine months ended September 30, 2012 and 2011, respectively, a period-over-period decrease of $2.2 million or 48.9%, principally related to lower amortization of DAC on annuity sales due to lower realized gains. For the quarters ended September 30, 2012 and 2011, the net expense from changes in the net DAC was $1.1 million and $1.3 million, respectively, a period over period decrease of $0.2 million or 15.4%. Despite higher sales, deferred costs for the first nine months of 2012 and 2011 were stable due to a reduction in deferred costs of $0.5 million during the first nine months of 2012 resulting from the prospective adoption of a new accounting principle that reduced the scope of deferrable costs to those directly linked to successful sales efforts.

Changes in DAC consist of the following three elements as summarized below:


		For the three months ended September 30,				For the nine months ended September 30,
		2012		2011		2012		2011
		(In thousands)			(In thousands)

Change in DAC due to deferred costs associated with product sales	$	(872)	$	(1,184)	$	(3,341)	$	(3,972)
Amortization of DAC on deferred annuity business		967		1,142		2,416		4,736
Amortization of DAC on the remainder of the Company’s business		1,010		1,337		3,261		3,693
Net change in DAC	$	1,105	$	1,295	$	2,336	$	4,457

Under applicable accounting rules, DAC related to deferred annuities is amortized in proportion to the estimated gross profits over the estimated lives of the contracts. The lower level of amortization in the first nine months as well as the third quarter of 2012 results primarily from lower gross profit in 2012 relative to 2011.

Income Before Income Taxes

For the reasons discussed above, income before income taxes amounted to approximately $18.4 million and $36.9 million for the nine months ended September 30, 2012 and 2011, respectively, a period-over-period decrease of $18.5 million or 50.1%. For the quarters ended September 30, 2012 and 2011, the income before income taxes amounted to approximately $7.9 million and $4.4 million, respectively, a period over period increase of $3.5 million or 79.5%.

Income Taxes

Income tax expense was approximately $6.3 million and $12.7 million for nine months ended September 30, 2012 and 2011, respectively, a period-over-period decrease of $6.4 million or 50.4%. The income tax expense was approximately $2.8 million and $1.5 million for the third quarters of 2012 and 2011, respectively, a period-over-period increase of $1.3 million or 86.7%. The annual effective income tax rates were 34.1% and 34.5% for the nine months ended September 30, 2012 and 2011, respectively.

Net Income

For the reasons discussed above, net income was approximately $12.1 million and $24.2 million for the nine months ended September 30, 2012 and 2011, respectively, a period-over-period decrease of $12.1 million. The Company had net income of $5.2 million and $2.9 million for the three months ended September 30, 2012 and 2011, respectively, a period-over-period increase of $2.3 million.

Accumulated Other Comprehensive Income

The increase in other comprehensive income, related to the increase in net unrealized gains, totaled approximately $29.0 million and $63.2 million for the third quarters of 2012 and 2011, respectively, a period-over-period decrease of $34.2 million. Accumulated other comprehensive income increased from approximately $192.8 million at December 31, 2011 to $266.6 million at September 30, 2012. The increase was due to an increase in net unrealized investment gains, net of taxes, during the first nine months of 2012 of approximately $73.8 million. A decline in interest rates was the primary reason for these increases.


The following information summarizes the components of the unrealized investment gains:
		As of
		September 30, 2012		December 31, 2011
	(In thousands)

Fixed maturities	$	422,225	$	313,872
Limited partnerships		23,561		15,994
Common stocks		720		554
Unrealized investment gains		446,506		330,420
Deferred federal income tax expense		(143,576)		(103,824)
Amortization (benefit) of deferred acquisition costs		(36,288)		(33,781)
Net unrealized investment gains	$	266,642	$	192,815

Liquidity and Capital Resources

We are an insurance holding company and our primary uses of cash are operating expenses and dividend payments. Our principal sources of cash are interest on our investments, dividends from the Insurance Company and rent from our real estate. During each of the first, second and third quarters of 2012, our Board of Directors declared a quarterly cash dividend of $0.0625 per share payable on April 1, 2012, July 1, 2012 and October 1, 2012, respectively. During the first nine months of 2012, we did not purchase or retire any shares of common stock.

The Insurance Company is subject to various regulatory restrictions on the maximum amount of payments, including loans or cash advances, which it may make to the Company without obtaining prior regulatory approval. Under the New York Insurance Law, the Insurance Company is permitted, without prior insurance regulatory clearance, to pay a stockholder dividend to the Company as long as the aggregate amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its statutory surplus as of the immediately preceding calendar year or (ii) its net gain from operations for the immediately preceding calendar year (excluding realized capital gains and losses) on a statutory basis. The Insurance Company will be permitted to pay a stockholder dividend to the Company in excess of the lesser of such two amounts only if it files notice of its intention to declare such a dividend and the amount thereof with the Superintendent of the NYDFS and the Superintendent does not disapprove the distribution. The Superintendent has broad discretion in determining whether the financial condition of a stock life insurance company would support the payment of such dividends to its stockholders. The NYDFS has established informal guidelines for such determinations. The guidelines, among other things, focus on the insurer's overall financial condition and profitability under statutory accounting practices. We cannot provide assurance that the Insurance Company will have statutory earnings to support payment of dividends to us in an amount sufficient to fund our cash requirements and pay cash dividends or that the Superintendent will not disapprove any dividends that the Insurance Company must submit for the Superintendent's consideration. In 2011, the Insurance Company made $26.9 million in dividend payments to us. In the first nine months of 2012, the Insurance Company made $34.25 million in dividend payments to us.

The key need for liquidity in the Insurance Company is the need to fund policy benefit payments on surrendered or expired annuities. Approximately 33.9% of the aggregate policyholders’ account balances on in-force deferred annuities held by us have provisions that allow the purchaser to surrender the policy in exchange for the payment of a surrender fee. In an environment of flat or falling interest rates, surrender activity is generally low, as annuitants prefer to lock in the higher rates obtained. In an environment of rising interest rates, or even in an environment where interest rates are decreasing at the same time surrender charges are expiring, surrender activity would be expected to increase, as investors seek to place their money in higher interest rate instruments. In 2011, annuity surrenders and death claims outpaced new sales causing a minor decline in total annuity in-force. In 2012, we believe that surrenders and death claim activity combined with the challenging low interest rate environment for annuity sales may result in a slight decline in total annuities in-force. Policyholder account balance surrenders totaled approximately $77.4 million and $83.4 million for the nine-months ended September 30, 2012 and 2011, respectively. In 2012, surrender charges will expire for

approximately 10.9% of aggregate policyholders’ account balances on in-force deferred annuities, or $216.7 million. This allows the annuitant to terminate or withdraw funds from his or her annuity contract without incurring substantial penalties in the form of surrender charges. The existing surrender charges act as a disincentive to surrender, as the annuitant must take into account the cost of surrender in calculating the likelihood of higher post-surrender returns, although, if interest rates climb sufficiently, such fees may not have a significant deterrent effect. Also, our ability to increase the interest rate on certain of these policies can act as a disincentive to surrender. On the other hand, a significant reduction in the credited rates at the same time the surrender charge is expiring can result in an increase in surrenders. We have operated in the annuity business throughout rising and falling interest rate periods and have consistently managed this business regardless of the rate trends. Our ratio of surrenders to average reserves on our deferred annuity business for the third quarter of 2012 and the first nine months of 2012 was approximately 5.6% and 5.1%, respectively, on an annualized basis. As of December 31, 2011, our ratio of surrenders to average reserves on our deferred annuity business was 5.5% on an annualized basis.

We conduct testing of our cash flow needs based on varying interest rate scenarios. These tests are conducted pursuant to the NYDFS requirements and are filed with that Department. Recent testing indicates that in a moderately increasing interest rate environment, annuity surrenders would not materially alter our liquidity needs. This is partially due to the fact that our average annuity credited rate is somewhat higher than the market average. Our blend of deferred and immediate annuities and its payor swaption investments operate as a buffer to us against the impact of interest sensitive surrenders in a possibly rising interest rate environment.

Our life and accident and health insurance liabilities are actuarially calculated on a regular basis and we are capable of meeting such liabilities. Reserves for such business are carefully monitored and regulated by the NYDFS. Because life and accident and health insurance products represent a relatively small percentage of our product mix and because the business is heavily reinsured, it is not anticipated that any spike in life and accident and health insurance claims would have a material impact on our liquidity.

We do not currently rely on credit facilities to fund our liquidity needs for the payment of policyholder withdrawals or claims and do not anticipate such a need in the coming year. Moreover, based on projected trends and in the economy as a whole on our financial condition, we do not anticipate the need to liquidate a material amount of our investment portfolio to meet surrender and policy claim liabilities in the coming year.

Principal sources of funds at the Insurance Company are premiums and other considerations paid, contract charges earned, net investment income received and proceeds from investments called, redeemed or sold. The principal uses of these funds are the payment of benefits on life insurance policies and annuity contracts, operating expenses and the purchase of investments. Net cash (used in) our operating activities (reflecting principally: (i) premiums and contract charges collected less (ii) benefits paid on life insurance and annuity products plus (iii) income collected on invested assets, less (iv) commissions and other general expenses paid) was approximately ($10.8) million and ($16.1) million during the nine months ended September 30, 2012 and 2011, respectively. Net cash provided by the Company's investing activities (principally reflecting investments purchased less investments called, redeemed or sold) was approximately $ 21.2 million, and $73.1 million during the nine months ended September 30, 2012 and 2011, respectively.

For purposes of our consolidated statements of cash flows, financing activities relate primarily to sales and surrenders of our universal life insurance and annuity products. The payment of dividends by us is also considered to be a financing activity. Net cash used in our financing activities amounted to approximately ($41.7) million and ($59.3) million during the nine months ended September 30, 2012 and 2011, respectively. Under GAAP, consideration from single premium annuity contracts without life contingencies, universal life insurance products and deferred annuities are not reported as premium revenues, but are reported as additions to policyholder account balances, which are liabilities on our consolidated balance sheet.

Given the Insurance Company's historic cash flow and current financial results, we believe that, for the next twelve months and for the reasonably foreseeable future, the Insurance Company's cash flow from investments and operating activities will provide sufficient liquidity for the operations of the Insurance Company, as well as provide sufficient funds to us, so that we will be able to pay our other operating expenses. Due to potential changes in the economic climate, we can make no assurances with respect to the payment of future dividends.

To meet our anticipated liquidity requirements, we purchase investments taking into account the anticipated future cash flow requirements of its underlying liabilities. In managing the relationship between assets and liabilities, we analyze the cash flows necessary to correspond with the expected cash needs on the underlying liabilities under various interest rate scenarios. In addition, we invest a portion of its total assets in short-term investments, approximately 3.1% and 1.5% as of September 30, 2012 and December 31, 2011, respectively. We manage the investment portfolio focusing on duration management to support our current and future liabilities. Through periodic monitoring of the effective duration of the company’s assets and liabilities, we ensure that the degree of duration mismatch is within the guidelines of our policy which provides for a mismatch of up to one year. As of September

30, 2012 and December 31, 2011, the effective duration of the Company's fixed income portfolio was approximately 5.85 and 5.92 years, respectively, which was within one year of our liability duration.


The table below summarizes the credit quality of our fixed maturity securities, excluding preferred stocks, as of September 30, 2012 and December 31, 2011 as rated by Standard and Poor’s.

		As of September 30, 2012			As of December 31, 2011
(In thousands)		Fair Value	% of Fair Value		Fair Value	% of Fair Value

US Treasuries	$	43,871	1.3%	$	43,354	1.3%
AAA		135,131	3.9%		145,701	4.2%
AA		427,427	12.2%		380,259	11.1%
A		1,103,569	31.5%		1,065,556	31.0%
BBB, BBB+, BBB-		1,638,289	46.6%		1,588,158	46.3%
BB, BB+, BB-		103,675	3.0%		141,408	4.1%
B		38,069	1.1%		58,773	1.7%
CCC, CC, C or lower		14,356	0.4%		15,252	0.3%
Total	$	3,504,387	100.0%	$	3,438,461	100.0%

On a statutory basis, the Insurance Company is subject to Regulation 130 adopted and promulgated by the NYDFS. Under this Regulation, the Insurance Company's ownership of below investment grade debt securities is limited to 20.0% of total admitted assets, as calculated under statutory accounting practices. As of September 30, 2012 and December 31, 2011, approximately 4.3% and 5.1%, respectively, of the Insurance Company's total admitted assets were invested in below investment grade debt securities.

Investments in below investment grade securities have different risks than investments in corporate debt securities rated investment grade. Risk of loss upon default by the borrower is significantly greater with respect to below investment grade securities than with other corporate debt securities because below investment grade securities generally are unsecured and often are subordinated to other creditors of the issuer. Also, issuers of below investment grade securities usually have high levels of indebtedness and often are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers. Typically, there is only a thinly traded market for such securities and recent market quotations may not be available for some of these securities. Market quotes generally are available only from a limited number of dealers and may not represent firm bids of such dealers or prices for actual sales. We attempt to reduce the overall risk in our below investment grade portfolio, as in all of our investments, through careful credit analysis, investment policy limitations, and diversification by company and by industry. Below investment grade debt investments, as well as other investments, are being monitored on an ongoing basis.

As of September 30, 2012, the carrying value of our investments in limited partnerships was approximately $171.7 million or 5.0% of the Company's total invested assets on a statutory basis. Pursuant to NYDFS regulations, our investments in equity securities, including limited partnership interests, may not exceed 20% of our total invested assets. At September 30, 2012 and December 31, 2011, our investments in equity securities, including limited partnership interests, were approximately 5.0% and 4.8%, respectively, of our total invested assets. Such investments are included in our consolidated balance sheet under the heading "Limited partnerships". We are committed, if called upon during a specified period, to contribute an aggregate of approximately $31.2 million of additional capital to certain of these limited partnerships. However, management does not expect the entire amount to be drawn down, as certain of our investments in limited partnerships are nearing the end of the period during which investors are required to make contributions. Commitments of $30.3 million and $0.9 million will expire in 2012 and 2013, respectively. The commitment expirations are estimates based upon the commitment periods of each of the partnerships. Certain partnerships provide, however, that in the event capital from the investments is returned to the limited partners prior to the end of the commitment period (generally 3-5 years), the capital may be recalled. In general, risks associated with such limited partnerships include those related to their underlying investments (i.e., equity securities, debt securities and real estate), plus a level of illiquidity, which is mitigated by our ability to typically take quarterly distributions (to the extent that distributions are available) of partnership earnings, except for earnings of hedge fund limited partnerships. There can be no assurance that we will continue to achieve the same level of returns on our investments in limited partnerships as we have historically or that we will achieve any returns on such investments at all. Further, there can be no assurance that we will receive a return of all or any portion of our current or future capital investments in limited partnerships. The failure to receive the return of a material portion of our capital investments in limited partnerships, or to achieve historic levels of return on such investments, could have a material adverse effect on our financial condition and results of operations.

All 50 states of the United States and the District of Columbia have insurance guaranty fund laws requiring all life insurance companies doing business within the jurisdiction to participate in guaranty associations that are organized to pay contractual obligations under insurance policies (and certificates issued under group insurance policies) issued by impaired or insolvent life insurance companies. These associations levy assessments (up to prescribed limits) on all member insurers in a particular state on the

basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired or insolvent insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. These assessments may be deferred or forgiven under most guaranty laws if they would threaten an insurer's solvency. The amount of these assessments in prior years has not been material. However, the amount and timing of any future assessment on the Insurance Company under these laws cannot be reasonably estimated and are beyond our control.

Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and other relevant market rate or price changes. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying assets are traded.

We believe that a portfolio composed principally of fixed-rate investments that generate predictable rates of return should support our fixed-rate liabilities. We do not have a specific target rate of return. Instead, our rates of return vary over time depending on the current interest rate environment, the slope of the yield curve, the spread at which fixed-rate investments are priced over the yield curve, and general economic conditions. Our portfolio strategy is designed to achieve adequate risk-adjusted returns consistent with our investment objectives of effective asset-liability matching, liquidity and safety.

The market value of our fixed maturity portfolio changes as interest rates change. In general, rate decreases causes asset prices to rise, while rate increases causes asset prices to fall.

Asset/Liability Management

A persistent focus of the Insurance Company’s management is maintaining the appropriate balance between the duration of its invested assets and the duration of its contractual liabilities to its annuity holders and credit suppliers. Towards this end, at least quarterly, our investment department determines the duration of our invested assets in coordination with our actuaries, who are responsible for calculating the liability duration. In the event it is determined that the duration gap between our assets and liabilities exceeds a one year target level, we re-position our assets through the sale of invested assets or the purchase of new investments.

As an element of our asset liability management strategy, we have utilized hedges against the risks posed by a rapid and sustained rise in interest rates by entering into a form of derivative transaction known as payor swaptions. Swaptions are options to enter into an interest rate swap arrangement with a counterparty (major money-center U.S. bank) at a specified future date. At expiration, the counterparty would be required to pay the Insurance Company the amount of the present value of the difference between the fixed rate of interest on the swap agreement and a specified strike rate in the agreement multiplied by the notional amount of the swap agreement. The total notional amount of our three payor swaptions at September 30, 2012 was $221.5 million and the swaptions expire annually from January 2015 through 2017. The effect of these transactions would be to lessen the negative impact on the Insurance Company of a significant and prolonged increase in interest rates on the valuation of fixed maturity investments. With the swaptions, we should be able to maintain more competitive crediting rates to policyholders when interest rates rise.

We have determined that the payor swaptions represent a “non-qualified hedge”. These investments are classified on the balance sheet as “Derivative Instruments”. The value of the payor swaptions is recognized at “fair value” (market value), with any change in fair value reflected in the income statement as a realized gain or loss. The market value of the payor swaptions totalled $1,651,437 at September 30, 2012. This represented a decrease in market value since December 31, 2011 of $1,706,365.

We conduct periodic cash flow tests assuming different interest rates scenarios in order to demonstrate the reserve adequacy. If a test reveals a potential deficiency, we may be required to increase our reserves to satisfy its statutory accounting requirements. Based on testing as of December 31, 2011, the Insurance Company holds a reserve of $7.7 million which satisfies the statutory requirements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet financing arrangements and have made no financial commitments or guarantees with any unconsolidated subsidiary or special purpose entity. All of our subsidiaries are wholly owned and their results are included in the accompanying consolidated financial statements.


		Less than						After
Contractual Obligations		1 Year		1-3 Years		4-5 Years		5 Years		Total
	(In thousands)

Policy Liabilities (1)	$	571,065	$	841,633	$	579,955	$	2,347,868	$	4,340,521
Unfunded Limited Partnership Commitments (2)	$	30,350	$	876	$	-	$	-	$	31,226
FIN 48 Liabilities	$	(286)	$	329	$	(285)	$	-	$	(242)
Purchase obligations and Other (3)	$	290	$	400	$	99	$	-	$	789
Total Contractual Obligations	$	601,419	$	843,238	$	579,769	$	2,347,868	$	4,372,294

⁽¹⁾ The difference between the recorded liability of $3,021.3 million, and the total payment obligation amount of $4,340.5 million, is $1,319.2 million and is comprised of (i) future interest to be credited; (ii) the effect of mortality discount for those payments that are life contingent; and (iii) the impact of surrender charges on those contracts that have such charges. Of the total payment of $4,340.5 million, $2,861.3 million, or approximately 65.9%, is from our deferred annuity, life, and accident and health business. Determining the timing of these payments involves significant uncertainties, including mortality, morbidity, persistency, investment returns, and the timing of policyholder surrender. Notwithstanding these uncertainties, the table reflects an estimate of the timing of such payments.

⁽²⁾ See Note 2 “Investments”, of the consolidated financial statements

⁽³⁾ Purchase obligations include contracts where we have a non-cancelable commitment to purchase goods and services.

Effects of Inflation and Interest Rate Changes

In a rising interest rate environment, our average cost of funds would be expected to increase over time, as we price our new and renewing annuities to maintain a generally competitive market rate. In addition, the market value of our fixed maturity portfolio would be expected to decrease, resulting in a decline in shareholders' equity. Concurrently, we would attempt to place new funds in investments that were matched in duration to, and higher yielding than, the liabilities associated with such annuities. Moreover, surrenders of our outstanding annuities would likely accelerate. Management believes that liquidity necessary in such an interest rate environment to fund withdrawals, including surrenders, would be available through income, cash flow, our cash reserves and, if necessary, proceeds from the monetization of the payor swaption investments described above and the sale of short-term and long-term investments.

In a declining interest rate environment, our cost of funds would be expected to decrease over time, reflecting lower interest crediting rates on our fixed annuities. Conversely, in an increasing interest rate environment, the cost of funds would be expected to increase, reflecting higher interest crediting rates. Should increased liquidity be required for withdrawals in such an interest rate environment, management believes that the portion of our investments that are designated as available for sale in our consolidated balance sheet could be sold without materially adverse consequences in light of the general strengthening in market prices that would be expected in the fixed maturity security market.

Interest rate changes also may have temporary effects on the sale and profitability of our annuity products. For example, if interest rates rise, competing investments (such as annuity or life insurance products offered by our competitors, certificates of deposit, mutual funds and similar instruments) may become more attractive to potential purchasers of our products until we increase the rates credited to holders of our annuity products. In contrast, as interest rates fall, we would attempt to lower our credited rates to compensate for the corresponding decline in net investment income. As a result, changes in interest rates could materially adversely affect our financial condition and results of operations depending on the attractiveness of alternative investments available to our customers. In that regard, in the current interest rate environment, we have attempted to maintain our credited rates at competitive levels designed to discourage surrenders and also to be considered attractive to purchasers of new annuity products.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (²GAAP²) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. In applying these accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries; others are specific to the Insurance Company’s business operations. The accounting policies we considered to be critically important in the preparation and understanding of our financial statements and related disclosures are presented in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

of our Annual Report on Form 10-K for the year ended December 31, 2011.

New Accounting Pronouncements

See Note 1(L) of the consolidated financial statements for a full description of the new accounting pronouncements including the respective dates of adoption and the effects on the results of our operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For a discussion of market risks, refer to the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. During the first nine months of 2012, there were no significant changes or developments that would materially alter the market risk assessment performed as of December 31, 2011.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) of the Securities Exchange Act of 1934. As of September 30, 2012, we have, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of such disclosure controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2012 the Company is not a party to any legal proceedings, the adverse outcome of which, in our opinion, individually or in the aggregate, would have a material adverse effect on our financial condition or results of operations.

Litigation Relating to the Merger

On October 23, 2012, an action was brought in the United States District Court, Southern District of New York by Philip Brent allegedly on behalf of himself and other shareholders. The Brent complaint makes similar allegations as contained in the Consolidated Complaint. In addition, the Brent Complaint alleges that the preliminary proxy statement issued by the Company contains false and misleading statements in violation of Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgated pursuant to Section 14(a) of the Securities Exchange Act.

We believe that the claims asserted in these suits are without merit and intend to vigorously defend these matters.

Item 1A. Risk Factors

Our business is subject to certain risks and events that, if they occur, could adversely affect the financial condition and results of operations and the trading price of our common stock. For a discussion of these risks, please refer to the “Risk Factors” section of the Company’s 2011 Form 10-K. In connection with its preparation of this quarterly report, management has reviewed and considered these risk factors and has determined that there have been material changes to the Company’s risk factors since the date of filing the Annual Report. The following additional risk factors should be read in conjunction with the risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

There can be no assurance that the proposed Merger will be completed.

The Merger is conditioned, among other things, on: (i) the approval of the holders of a majority of the outstanding shares of Company Common Stock; (ii) the absence of certain legal impediments to the consummation of the Merger; and (iii) the receipt of certain regulatory approvals regarding the transactions contemplated by the Merger Agreement, including expiration of the waiting period under the HSR Act and approvals by certain state insurance regulatory authorities, including the New York State Department of Financial Services. Early termination of the waiting period under the HSR Act was granted on August 20, 2012. In addition, prior to the receipt of the Extraordinary Dividend, the Company must have Net Assets of at least $40.0 million, comprised of substantially the

same type and mix of assets as the Net Assets of the Company on the date of the Merger Agreement. There is no assurance that all of the conditions to the consummation of the Merger will be satisfied or that the Merger will be completed.

The Company's future business and financial results could be adversely affected by the incurrence of costs related to the Merger, including the Termination Fee, and the transactions contemplated by the Merger Agreement.

Upon termination of the Agreement, the Company is required to pay Athene a termination fee of $18.0 million under specified circumstances, including: (i) termination by the Company of the Merger Agreement in order to enter into a definitive acquisition agreement with respect to a Superior Proposal (as defined in the Merger Agreement); (ii) termination by Athene of the Merger Agreement in the event that, among others, (a) the Board of Directors of the Company effects a Change in Recommendation (as defined in the Merger Agreement) prior to obtaining Company shareholder approval or (b) the Board of Directors of the Company fails to reaffirm publicly and unconditionally its recommendation that the Company’s shareholders adopt the Merger Agreement and approve the Merger within two business days of Athene’s written request to do so (such request may be made at any time following public disclosure of an alternative acquisition transaction proposal), which public reaffirmation must also include the unconditional rejection of such alternative acquisition transaction proposal; (iii) termination by Athene or the Company in the event that the holders of a majority of the outstanding shares of Company Common Stock fail to approve the Merger Agreement; and (iv) termination by Athene or the Company in the event that the closing of the Merger does not occur by the Outside Date (as defined in the Merger Agreement), and (A) an Acquisition Proposal is publicly disclosed after the date of the Merger Agreement and prior to such termination, and (B) within 12 months after such termination, the Company enters into a definitive agreement with respect to, or consummates, the transaction contemplated by any Acquisition Proposal. The Merger Agreement sets forth certain other circumstances under which the Termination Fee may be due and owing from the Company to Athene.

In addition, the Company has incurred and will continue to incur costs relating to the Merger that are payable whether or not the Merger is completed, including legal, accounting, financial advisory and printing fees and other fees related to holding a special meeting of the Company's shareholders. In the third quarter approximately $1.2 million in transaction costs were incurred in connection with the sale of the Company.

In addition, the Company could be adversely affected by having had its management focused on completing the proposed Merger instead of on pursuing other business strategies that could have been beneficial to the Company, such as acquisition or investment opportunities. The Company's businesses and operations may also be harmed to the extent that third parties, such as customers, brokers and agents, may be concerned about the Company's ability to effectively operate in the marketplace on a stand-alone basis, or if there is management or employee uncertainty surrounding the future direction or strategy of the Company. The Company may lose key employees and ongoing business and prospects, as well as relationships with customers and other third parties as a result of these uncertainties.

If the Merger is not completed, the Company may have difficulty in taking advantage of alternative business opportunities or effectively responding to competitive pressures. In addition, the Merger Agreement restricts the Company from making acquisitions or dispositions and taking other specified actions without the consent of Athene pending completion of the Merger. These restrictions may prevent the Company from pursuing attractive business opportunities or addressing other developments that may arise prior to the completion of the Merger.

The Merger Agreement limits the Company's ability to pursue alternatives to the Merger and contains provisions that could affect the decisions of a third party considering making an alternative acquisition proposal.

The Merger Agreement contains restrictions on the Company’s ability to solicit or engage in discussions or negotiations with any third party regarding a proposal to acquire a significant interest in or a significant portion of the assets of the Company. Further, the Company's right to enter into an agreement providing for an unsolicited Superior Proposal (as defined in the Merger Agreement) is subject to a requirement to provide four business days' prior notice to Athene and to discuss and consider in good faith any changes to the terms of the Merger proposed by Athene in response to the Superior Proposal. In addition, the Company is required to pay to Athene the Termination Fee if the Merger Agreement is terminated under certain circumstances, including termination by the Company in order to enter into an agreement providing for a Superior Proposal. The foregoing provisions may limit the Company's ability to pursue an alternative acquisition proposal from a third party and could also affect the decision by a third party to make a competing acquisition proposal, including the structure, pricing and terms thereof.

If the Merger is not completed, the Company's common stock price may be adversely affected.

If the Merger is not completed, the trading price of the Company's common stock may decline to the extent that the current market prices reflect a market assumption that the Merger will be completed. In addition, any adverse operational or financial effect on the Company caused by the failure to complete the Merger could adversely affect the price of its common stock.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

a) Exhibits

31.1

Certification of Chief Executive Officer

31.2

Certification of Chief Financial Officer

32.1

Certification of Chief Executive Officer

32.2

Certification of Chief Financial Officer

Reports on Form 8-K

Description

Granting of restricted stock to certain officers effective March 1, 2012 (filed as Item 5.02 to the Company’s Form 8-K, filed on March 2, 2012 and incorporated herein by reference).

Entry into a definitive material agreement regarding the purchase of Great American Life Assurance Company through a Stock Purchase Agreement dated February 23, 2012 as amended on July 3, 2012 with GALAC Holding Company, the Seller and an affiliate of the American Financial Group, Inc. (filed as Item 1.01 to the Company’s Form 8-K, filed on July 6, 2012 and incorporated herein by reference).

Entry into a definitive material agreement regarding the Merger of the Company with Athene Annuity & Life Assurance Company, a Delaware insurance company through an Agreement and Plan of Merger dated July 12, 2012 (filed as Item 1.01 to the Company’s Form 8-K, filed on July 13, 2012 and incorporated herein by reference).

PRESIDENTIAL LIFE CORPORATION

November 9, 2012

SIGNATURES

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

Presidential Life Corporation

(Registrant)

Date: November 9, 2012

/s/ Donald L. Barnes

Donald L. Barnes, President and Duly

Authorized Officer of the Registrant

Date: November 9, 2012

/s/ P.B. (Pete) Pheffer

P.B. (Pete) Pheffer, Chief Financial

Officer of the Registrant

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Exchange Act Rule 13a-15f

I, Donald L. Barnes, Chief Executive Officer of Presidential Life Corporation certify that:

I have reviewed this quarterly report on Form 10-Q of Presidential Life Corporation;

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;

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 company as of, and for, the periods presented in this report;

The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company 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 company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company'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 company'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 company's internal control over financial reporting.

Date: November 9, 2012

/s/Donald L. Barnes

---------------------

Donald L. Barnes

Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Exchange Act Rule 13a-15f

I, P.B. (Pete) Pheffer, Chief Financial Officer and Treasurer of Presidential Life Corporation certify that:

1. I have reviewed this quarterly report on Form 10-Q of Presidential Life Corporation,

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: November 9, 2012

/s/P.B. (Pete) Pheffer

----------------------

P.B. (Pete) Pheffer

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Presidential Life Corporation (the "Company") on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald L. Barnes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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

/s/Donald L. Barnes

------------------

Donald L. Barnes

Chief Executive Officer

November 9, 2012

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Presidential Life Corporation (the "Company") on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, P.B. (Pete) Pheffer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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

/s/ P.B. (Pete) Pheffer

-------------------

P.B. (Pete) Pheffer

Chief Financial Officer

November 9, 2012

PRESIDENTIAL LIFE CORP 10-Q