The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q. References in this Form 10-Q to the terms "we," "us," "our," "the company" or other similar terms mean the consolidated operations of Maiden Holdings, Ltd and its subsidiaries, unless the context requires otherwise. References in this Form 10-Q to the term "Holdings" means Maiden Holdings, Ltd only.

Note on Forward-Looking Statement

This Form 10-Q and other publicly available documents may include, and our officers and representatives may from time to time make, projections concerning financial information and statements concerning future economic performance and events, plans and objectives relating to management, operations, products and services, and assumptions underlying these projections and statements. These projections and statements are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These projections and statements may address, among other things, our strategy for growth, product development, financial results and reserves. Actual results and financial condition may differ, possibly materially, from these projections and statements and therefore you should not place undue reliance on them. Factors that could cause our actual results to differ, possibly materially, from those in the specific projections and statements are discussed throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations and in "Risk Factors" in Item 1A of Part I of our 2008 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on March 31, 2009. The projections and statements in this report speak only as of the date of this report and those in other publicly available documents or made by our officers and representatives from time to time speak only as of their respective dates and we undertake no obligation to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

General Overview

We are a Bermuda-based holding company formed in June 2007 to provide reinsurance solutions, products and services to U.S. and European insurance companies that specialize in products offering coverage at low limits or insuring risks that are believed to be low hazard, predictable and generally not susceptible to catastrophe claims. We have operations in Bermuda and the U.S. We provide innovative reinsurance business solutions for such insurance companies to enable them to improve their capacity and ability to deliver and market their products and services.

On October 31, 2008, we acquired the reinsurance operations of GMAC Insurance from GMACI Holdings, LLC ("GMACI"), including a book of assumed reinsurance business. As part of the transaction, the Company's wholly owned subsidiary, Maiden Holdings North America, Ltd. ("Maiden NA"), acquired GMAC RE LLC ("GMAC RE"), a reinsurance managing general agent writing business on behalf of Motors Insurance Corporation ("Motors") and the renewal rights for the business written through GMAC RE. GMAC RE was subsequently renamed Maiden Re Insurance Services, LLC ("Maiden Re"). In connection with the transaction, Maiden NA also entered into stock purchase agreements to acquire insurance companies, GMAC Direct Insurance Company ("GMAC Direct") and Integon Specialty Insurance Company ("Integon"). The acquisition of GMAC Direct was consummated on December 23, 2008 and it was renamed "Maiden Reinsurance Company" on February 2, 2009. Regulatory approval for the acquisition of Integon was received on July 27, 2009 and the acquisition is expected to be consummated on September 1, 2009. In conjunction with the GMAC Acquisition, on October 31, 2008, Maiden Insurance and Motors entered into a Portfolio Transfer and Quota Share Reinsurance Agreement under which Maiden Insurance reinsured (i) all of the existing contracts written by GMAC RE pursuant to a loss portfolio transfer, and (ii) contracts written pursuant to a fronting arrangement with Motors. The acquisition of GMAC RE, GMAC Direct and Integon and the renewal rights to GMACI's reinsurance business and the loss portfolio and quota share reinsurance transaction with Motors is referred to as the "GMAC Acquisition".

To support the businesses acquired in the GMAC Acquisition and the North American operations of Maiden NA, on January 20, 2009, we completed a private placement of 260,000 units (the "Units"), each Unit consisting of $1,000 principal amount of capital securities (the "Trust Preferred Securities") of Maiden Capital Financing Trust, a trust established by Maiden NA, and 45 common shares, $.01 par value, of the Company for a purchase price of $1,000.45 per Unit. This resulted in gross proceeds to the Company of approximately $260.1 million before approximately $4.3 million of placement agent fees and expenses. As part of the transaction, the Company issued 11,700,000 common shares to the purchasers of the Units. The Trust Preferred Securities mature in 2039 and carry an interest rate of 14% and an effective rate of interest of 16.95%. Approximately 61% of these securities were placed privately with the Founding Shareholders and the remainder with several existing institutional shareholders of the Company.

Relevant Factors

Revenues

We derive our revenues primarily from premiums on our insurance policies and reinsurance contracts, net of any reinsurance or retrocessional coverage purchased. Insurance and reinsurance premiums are a function of the amounts and types of policies and contracts we write, as well as prevailing market prices. Our prices are determined before our ultimate costs, which may extend far into the future, are known. In addition, our revenues include income generated from our investment portfolio, consisting of net investment income and net realized investment gains or losses. Investment income is principally derived from interest and dividends earned on investments, partially offset by investment management fees and fees paid to our custodian bank. Net realized investment gains or losses include (1) net realized investment gains or losses from the sale of investments and (2) write-downs related to declines in the market value of securities on our available for sale portfolio that were considered to be other than temporary.

Expenses

Our expenses consist largely of net losses and loss adjustment expenses, commissions and other acquisition costs, general and administrative expenses, amortization of intangible assets and foreign exchange gains or losses. Net losses and loss adjustment expenses incurred are comprised of three main components:

• losses paid, which are actual cash payments to insureds, net of recoveries from reinsurers;

• outstanding loss or case reserves, which represent management's best estimate of the likely settlement amount for known claims, less the portion that can be recovered from reinsurers; and

• IBNR, which are reserves established by us for changes in the values of claims that have been reported to us but are not yet settled, as well as claims that have occurred but have not yet been reported. The portion recoverable from reinsurers is deducted from the gross estimated loss.

Commissions and other acquisition expenses are comprised of commissions, brokerage fees and insurance taxes. Commissions and brokerage fees are usually calculated as a percentage of premiums and depend on the market and line of business. Commissions and other acquisition costs are reported after
(1) deducting commissions received on ceded reinsurance, (2) deducting the part of acquisition costs relating to unearned premiums and (3) including the amortization of previously deferred acquisition costs.

General and administrative expenses include personnel expenses, including share-based compensation charges, rent expense, professional fees, information technology costs and other general operating expenses. We are experiencing increases in general and administrative expenses resulting from additional staff, increased rent expense for our offices and increased professional fees. We believe this trend will continue in 2009 as we continue to hire additional staff and build our infrastructure, including additional expenses related to the GMAC RE business for the full year 2009.

Ratios

Management measures results for each segment on the basis of the "loss and loss adjustment expense ratio," "acquisition cost ratio," "general and administrative expense ratio," "expense ratio" and the "combined ratio." Because we do not manage our assets by segment, investment income, interest expense and total assets are not allocated to individual reportable segments. General and administrative expenses are allocated to segments based on various factors, including staff count and each segment's proportional share of gross premiums written. The "loss and loss adjustment expenses ratio" is derived by dividing net losses and loss adjustment expenses by net earned premium. The "acquisition cost ratio" is derived by dividing Commissions and other acquisition expenses by net earned premium. The "general and administrative expense ratio" is derived by dividing general and administrative expenses by net earned premium. The "expense ratio" is the sum of the acquisition cost ratio and the general and administrative expense ratio. The "combined ratio" is the sum of the loss and loss adjustment expense ratio, the acquisition cost ratio and the general and administrative expense ratio.

Critical Accounting Policies

It is important to understand our accounting policies in order to understand our financial position and results of operations. Our unaudited condensed consolidated financial statements reflect determinations that are inherently subjective in nature and require management to make assumptions and best estimates to determine the reported values. If events or other factors cause actual results to differ materially from management's underlying assumptions or estimates, there could be a material adverse effect on our financial condition or results of operations. We believe that some of the more critical judgments in the areas of accounting estimates and assumptions that affect our financial condition and results of operations are related to reserves for losses and loss adjustment expenses, reinsurance recoverables, premiums and acquisition costs, valuation of financial instruments and other-than-temporary-impairment of investments. For a detailed discussion of our critical accounting policies please refer to our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC. There were no material changes in the application of our critical accounting estimates subsequent to that report.

Summary of Results of Operations

The following table sets forth our selected consolidated statement of operations
data for each of the periods indicated.

                                                                                     For the Six
                                             For the Three       For the Three         Months           For the Six
                                             Months Ended        Months Ended        Ended June        Months Ended
                                             June 30, 2009       June 30, 2008        30, 2009         June 30, 2008
Gross and net premiums written              $       238,356     $       171,251     $     574,905     $       273,683
Change in unearned premiums                         (14,515 )           (93,913 )        (140,971 )          (131,040 )
Net earned premium                                  223,841              77,338           433,933             142,643
Net investment income                                15,113               7,763            29,372              15,372
Net realized investment gains (losses)                1,534                  39              (396 )               163
Total revenue                                       240,488              85,140           462,909             158,178
Loss and loss adjustment expenses                   151,057              43,610           297,345              81,446
Commission and other acquisition expenses            57,664              25,498           104,295              46,758
General and administrative expenses                   7,133               2,236            14,667               3,662
Amortization of intangibles                           9,112                   -            16,202                   -
Interest expense - related party                      1,675                   -             3,239                   -
Foreign exchange gain                                (2,404 )                 4            (2,191 )                 4
Total expenses                                      224,237              71,348           433,557             131,870

Net income                                  $        16,251     $        13,792     $      29,352     $        26,308


Selected Consolidated Ratios:
Net loss ratio                                         67.5 %              56.4 %            68.5 %              57.1 %
Acquisition cost ratio                                 25.8 %              33.0 %            24.0 %              32.8 %
General and administrative expense ratio                3.2 %               2.9 %             3.4 %               2.6 %
Expense Ratio                                          29.0 %              35.9 %            27.4 %              35.4 %
Combined ratio                                         96.5 %              92.3 %            95.9 %              92.5 %

Comparison of Three and Six Months Ended June 30, 2009 and 2008

Premiums. Net premium written increased by $67.1 million, or 39.2%, and $301.2 million, or 110.1%, respectively for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. This increase was primarily due to the GMAC Acquisition in the fourth quarter of 2008. The lower percentage increase in the second quarter of 2009 reflects non-recurrence of premium written relating to the AmTrust Quota Share of approximately $82 million relating to a one-time unearned premium portfolio transfer in the second quarter of 2008 as a result of AmTrust's acquisition of Unitrin Business Insurance ("UBI") .

Net premium earned increased by $146.5 million, or 189.4%, and $291.3 million, or 204.2%, respectively for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. Approximately $133.7 million and $246.0 million, respectively, of the increase was due to the GMAC Acquisition in the fourth quarter of 2008 with the balance relating to increases across all lines of the AmTrust Quota Share.

Net Investment Income. Net investment income increased by $7.4 million, or 94.7%, and $14.0 million, or 91.1%, respectively for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. Average invested assets for the period were approximately $1,846 million and $1.765 million, respectively compared to $660 million and $667 million, respectively, and yields were approximately 3.3% and 2.6%, respectively, compared to 4.7% and 4.6%, respectively, for the three and six months ended June 30, 2009 and 2008, respectively. We also carried a substantial amount of cash and cash equivalents in the three and six months ended June 30, 2009 as we continue to deploy the cash obtained through the GMAC Acquisition and also from the proceeds from the Trust Preferred issuance. We expect investment income and the yield achieved to increase over time as cash is more fully deployed.

Net Realized Investment Gains (Losses). Net realized gains (losses) on investments were $1.5 million and $(0.4) million, respectively for the three and six months ended June 30, 2009 compared to gains of $0.04 million and $0.2 million, respectively for the three and six months ended June 30, 2008.

Loss and Loss Adjustment Expenses. Loss and loss adjustment expenses increased by $107.4 million, or 246.4%, and $215.9 million, or 265.1%, respectively for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. The Company's loss ratio for the three and six months ended June 30, 2009 increased to 67.5% and 68.5% , respectively, from 56.4% and 57.1%, respectively, for the three and six months ended June 30, 2008. The increase in the loss ratio was primarily due to the GMAC Acquisition in the fourth quarter of 2008 and the addition of UBI premiums, which carry a higher loss ratio, to the AmTrust Quota Share in the second quarter of 2008.

Commission and Other Acquisition Expenses. Commission and other acquisition expenses increased by $32.2 million, or 126.2%, and $57.5 million, or 123.1%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. This increase was primarily due to the GMAC Acquisition in the fourth quarter of 2008 and the addition of UBI premiums to the AmTrust Quota Share in the second quarter of 2008.

General and Administrative Expenses. General and administrative expenses increased by $4.9 million, or 219%, and $11.0 million, or 300.5%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. This increase was primarily due to due to the GMAC Acquisition in the fourth quarter of 2008 and the continued build out of our infrastructure.

Interest expense. Interest expense for the for the three and six months ended June 30, 2009 of $9.1 million and $16.2 million, respectively, relates to the issuance of $260 million of 14% Trust Preferred Securities on January 20, 2009. There was no interest paid in the three and six months ended June 30, 2008.

Foreign Exchange Gain. The foreign exchange gain the for the three and six months ended June 30, 2009 arose primarily because of the strengthening of Sterling versus the US dollar and our assets in Sterling exceed our liabilities.

Underwriting Results by Segment
The Company currently operates two business segments Reinsurance - Other and Reinsurance - AmTrust Quota Share. The following tables summarize the underwriting results and associated ratios by segments:

Reinsurance - Other Segment

The following table summarizes the underwriting results and associated ratios
for the Reinsurance - Other segment. The comparisons with the prior year are not
particularly meaningful due to the GMAC Acquisition in the fourth quarter of
2008:

                                                Three months ended June 30,            Six months ended June 30,
                                                        2009               2008                2009            2008
                                                      ($ in thousands)                     ($ in thousands)
Net premiums written                         $       148,553       $      3,183     $       399,731       $  22,667
Net earned premium                                   136,214              1,092             253,884           2,607
Losses and loss adjustment expenses                  (94,570 )             (397 )          (183,585 )        (1,025 )
Commissions and other acquisition expenses           (28,950 )             (455 )           (45,172 )        (1,144 )
General and administrative expenses                   (4,088 )             (480 )            (9,815 )          (629 )
Underwriting income                          $         8,606       $       (240 )   $        15,312       $    (191 )


Net loss ratio                                          69.4 %             36.4 %              72.3 %          39.3 %
Acquisition cost ratio                                  21.3 %             41.7 %              17.8 %          43.9 %
General and administrative expense ratio                 3.0 %             44.0 %               3.9 %          24.1 %
Combined ratio                                          93.7 %            122.1 %              94.0 %         107.3 %

Comparison of Three and Six Months Ended June 30, 2009 and 2008

Premiums. Net premium written increased by $145.4 million, or 4,568% , and $377.1 million, or 1,663.7%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. These increases were principally due to the GMAC Acquisition in the fourth quarter of 2008.

Net premium earned increased by $135.1 million, or 12,371.8%, and $251.3 million, or 9,639.4%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. These increases were principally due to GMAC Acquisition in the fourth quarter of 2008.

Loss and Loss Adjustment Expenses. Loss and loss adjustment expenses increased by $94.2 million, or 23,728.0%, and $182.6 million, or 17,814.6%, respectively, for the three and six months ended June 30, 2009 and 2008, respectively. These increases were principally due to the GMAC Acquisition in the fourth quarter of 2008. The Company's net loss ratio for the three and six months ended June 30, 2009 increased to 69.4 % and 72.3%, respectively, from 36.4% and 39.3%, respectively, for the three and six months ended June 30, 2008 due to the GMAC acquisition.

Commission and Other Acquisition Expenses. Commission and other acquisition expenses increased by $28.5 million, or 6,263.7%, and $44.0 million, or 3,846.2%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. These increases were principally due to the GMAC Acquisition in the fourth quarter of 2008.

General and Administrative Expenses. General and administrative expenses increased by $3.6 million, or 750.0%, $9.2 million, or 1,462.6%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. These increases were principally due to the GMAC Acquisition in the fourth quarter of 2008.

Reinsurance - AmTrust Quota Share

The following table summarizes the underwriting results and associated ratios
for the Reinsurance - AmTrust Quota Share segment:

                                                 Three months ended June 30,           Six months ended June 30,
                                                       2009                 2008               2009            2008
                                                      ($ in thousands)                      ($ in thousands)
Net premiums written                         $       89,803       $      168,068     $      175,174       $ 251,016
Net earned premium                                   87,627               76,246            180,049         140,036
Net losses and loss adjustment expenses             (56,487 )            (43,213 )         (113,760 )       (80,421 )
Commissions and other acquisition expenses          (28,714 )            (25,043 )          (59,123 )       (45,614 )
General and administrative expenses                    (687 )               (201 )           (1,061 )          (377 )
Underwriting income                          $        1,739       $        7,789     $        6,105       $  13,624


Net loss ratio                                         64.5 %               56.7 %             63.2 %          57.3 %
Acquisition cost ratio                                 32.8 %               32.9 %             32.8 %          32.6 %
General and administrative expense ratio                0.8 %                0.3 %              0.6 %           0.3 %
Combined ratio                                         98.1 %               89.9               96.6 %          90.2 %

Comparison of Three and Six Months Ended June 30, 2009 and 2008

Premiums. Net premium written decreased by $78.3 million, or 46.6%, and $75.8 million, or 30.2%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. For the three months ended June 30, 2009 the decrease is primarily due to the one-time unearned premium portfolio of $82 million relating to Unitrin, lower Specialty Risk and Extended Warranty and Specialty Middle Market Property and Casualty lines partially offset by higher Small Commercial Business premium. For the six months ended June 30, 2009 the decrease is primarily due to the non-recurrence of premium written of approximately $82 million relating to a one-time unearned premium portfolio transfer in the second quarter of 2008 as a result of AmTrust's acquisition of UBI , lower Specialty Risk and Extended Warranty offset by higher Small Commercial Business premium..

Net earned premium increased by $11.4 million, or 15%, and $40.0 million, or 28.6%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. For the three months ended June 30, 2009 the increase is primarily due to higher cessions from AmTrust's Small Commercial Business premium and Specialty Middle Market Property and Casualty lines. For the six months ended June 30, 2009 the increase is primarily due to the addition of the UBI premium to the AmTrust Quota Share in the second quarter of 2008 and increased cessions across all lines of the AmTrust Quota share.

Loss and Loss Adjustment Expenses. Loss and loss adjustment expenses increased by $13.3 million, or 30.8%, and $33.3 million, or 41.4%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. The Company's net loss ratio for the three and six months ended June 30, 2009 increased to 64.5 % and 63.2%, respectively, from 56.7 % and 57.4%, respectively, for the three and six months ended June 30, 2008. The increase in the net loss ratio resulted, primarily, from the addition of UBI premiums, which carries a higher loss ratio, to the AmTrust Quota Share in the second quarter of 2008.

Commission and Other Acquisition Expenses. Commission and other acquisition expenses increased by $3.7 million, or 14.8%, and $13.5 million, or 29.6%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008. The increase in commissions and other acquisition expenses is consistent with the increase in earned premiums except that the commission rate on the UBI premium ceded is slightly higher.

General and Administrative Expenses. General and administrative expenses increased by $0.5 million, or 241.8%, and $0.7 million, or 181.4%, respectively, for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008.

Liquidity and Capital Resources

Sources and Uses of Funds

Our sources of funds primarily consist of premium receipts net of paid losses and commissions, investment income, net proceeds from capital raising activities, which may include the issuance of common shares, and proceeds from sales and redemption of investments. Cash is used primarily to pay losses and loss expenses, general and administrative expenses and dividends, with the . . .