SC 13D

CUSIP No.78402P104 SCHEDULE 13D Page 1 of 16 Pages

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SCPIE HOLDINGS INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

78402P 10 4
(CUSIP Number)

Mr. Joseph Stilwell
26 Broadway, 23^rd Floor
New York, New York 10004
Telephone: (212) 269-5800

with a copy to:
Spencer L. Schneider, Esq.
70 Lafayette Street
New York, New York 10013
Telephone: (212) 233-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 9, 2006
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.78402P104 SCHEDULE 13D Page 2 of 16 Pages

1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only).

Stilwell Value Partners III, L.P.   

2. Check the Appropriate Box If a Member of Group (See Instructions) (a) [X]
(b) [_]

3. SEC Use Only

4. Source of Funds (See Instructions) WC
                   

5. Check If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]

6. Citizenship or Place of Organization

Delaware                    

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power:  0
	8.	Shared Voting Power:  590,400
	9.	Sole Dispositive Power:  0
	10.	Shared Dispositive Power:  590,400

11. Aggregate Amount Beneficially Owned by Each Reporting Person:  590,400

                   

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[_]

13. Percent of Class Represented by Amount in Row (11):   5.9%

                   

14. Type of Reporting Person (See Instructions)

PN                    

CUSIP No.78402P104 SCHEDULE 13D Page 3 of 16 Pages

1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only).

Stilwell Value LLC   

2. Check the Appropriate Box If a Member of Group (See Instructions) (a) [X]
(b) [_]

3. SEC Use Only

4. Source of Funds (See Instructions) n/a
                   

5. Check If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]

6. Citizenship or Place of Organization

Delaware                    

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power:  0
	8.	Shared Voting Power:  590,400
	9.	Sole Dispositive Power:  0
	10.	Shared Dispositive Power:  590,400

11. Aggregate Amount Beneficially Owned by Each Reporting Person:  590,400

                   

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[_]

13. Percent of Class Represented by Amount in Row (11):   5.9%

                   

14. Type of Reporting Person (See Instructions)

OO                    

CUSIP No.78402P104 SCHEDULE 13D Page 4 of 16 Pages

1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only).

Joseph Stilwell    

2. Check the Appropriate Box If a Member of Group (See Instructions) (a) [X]
(b) [_]

3. SEC Use Only

4. Source of Funds (See Instructions) n/a
                   

5. Check If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]

6. Citizenship or Place of Organization

United States                    

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power:  0
	8.	Shared Voting Power:  590,400
	9.	Sole Dispositive Power:  0
	10.	Shared Dispositive Power:  590,400

11. Aggregate Amount Beneficially Owned by Each Reporting Person:  590,400

                   

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[_]

13. Percent of Class Represented by Amount in Row (11):   5.9%

                   

14. Type of Reporting Person (See Instructions)

IN                    

CUSIP No.78402P104 SCHEDULE 13D Page 5 of 16 Pages

1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only).

Gregory Noonan   

2. Check the Appropriate Box If a Member of Group (See Instructions) (a) [X]
(b) [_]

3. SEC Use Only

4. Source of Funds (See Instructions) n/a
                   

5. Check If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]

6. Citizenship or Place of Organization

United States                    

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power:  0
	8.	Shared Voting Power:  30,000
	9.	Sole Dispositive Power:  0
	10.	Shared Dispositive Power:  30,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person:  30,000

                   

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[_]

13. Percent of Class Represented by Amount in Row (11):   .3%

                   

14. Type of Reporting Person (See Instructions)

IN                    

CUSIP No.78402P104 SCHEDULE 13D Page 6 of 16 Pages

1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only).

Spencer L. Schneider   

2. Check the Appropriate Box If a Member of Group (See Instructions) (a) [X]
(b) [_]

3. SEC Use Only

4. Source of Funds (See Instructions) n/a
                   

5. Check If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]

6. Citizenship or Place of Organization

United States                    

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power:  0
	8.	Shared Voting Power:  30,000
	9.	Sole Dispositive Power:  0
	10.	Shared Dispositive Power:  30,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person:  30,000

                   

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[_]

13. Percent of Class Represented by Amount in Row (11):   .3%

                   

14. Type of Reporting Person (See Instructions)

IN                    

CUSIP No.78402P104 SCHEDULE 13D Page 7 of 16 Pages

Item 1. Security and Issuer

        This Schedule 13D is filed jointly by Stilwell Value Partners III, L.P., a Delaware limited partnership (“Stilwell Value Partners III”); Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”) and the general partner of Stilwell Value Partners III; Joseph Stilwell, managing and sole member of Stilwell Value LLC; Gregory Noonan; and Spencer L. Schneider. All of the filers of this Schedule 13D are collectively referred to as the “Group”.

        This statement relates to the common stock (“Common Stock”) of SCPIE Holdings Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1888 Century Park East, Los Angeles, California 90067. The joint filing agreement of the members of the Group is attached to this Schedule 13D as Exhibit 1. Copies of the Powers of Attorney given by Mr. Noonan and Mr. Schneider to Mr. Stilwell are attached as Exhibit 2.

Item 2. Identity and Background

    (a)-(c)        This statement is filed by Joseph Stilwell with respect to the shares of Common Stock held in the name of Stilwell Value Partners III in Mr. Stilwell’s capacity as the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners III.

        The business address of Stilwell Value Partners III, Stilwell Value LLC and Mr. Stilwell is 26 Broadway, ^23rd Floor, New York, New York 10004. The residence address of Gregory Noonan is 26 Inverness Court, White Plains, NY 10605. The business address of Spencer L. Schneider is 70 Lafayette Street, New York, New York 10013.

        The principal employment of Mr. Stilwell is investment management. Stilwell Value Partners III is a private investment partnership engaged in the purchase and sale of securities for its own account. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Value Partners III. Mr. Noonan is a retired securities trader. Mr. Schneider is an attorney engaged in private practice.

    (d)        During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

    (e)        During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

    (f)        Messrs. Noonan, Schneider and Stilwell are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

        The amount of funds expended to date by Stilwell Value Partners III to acquire the 590,400 shares of Common Stock it holds in its name is $12,256,141.44. Such funds were provided from Stilwell Value Partners III’s working capital.

CUSIP No.78402P104 SCHEDULE 13D Page 8 of 16 Pages

Item 4. Purpose of Transaction

        The purpose of the acquisition of Common Stock of the Issuer by members of the Group is to profit from the appreciation in the market price of the Common Stock. The members of the Group do not believe the value of the Issuer’s assets is adequately reflected in the current market price of the Issuer’s Common Stock.

        Members of the Group believe that the Issuer’s Board of Directors should include individuals who have a track record of helping troubled medical malpractice carriers focus on their core business. Members of the Group do not believe that the Issuer’s Board includes any such individuals. Therefore, on January 17, 2006, the Group notified the Issuer, pursuant to the Issuer’s advance notification provisions contained in its bylaws, that the Group intends to nominate three individuals for election to the Issuer’s twelve-member Board at the Issuer’s 2006 annual meeting of shareholders. A copy of the Group’s notice of intent to nominate is attached as Exhibit 3 hereto. In addition, on January 17, 2006, the Group demanded Issuer’s shareholder list, and a copy of the demand is attached as Exhibit 4 hereto.

        On May 1, 2000, certain members of the Group (the “Stilwell SPN Group”) filed a Schedule 13D in connection with the common stock of Security of Pennsylvania Financial Corp. (“SPN”). Thereafter, the Stilwell SPN Group communicated with management of SPN and scheduled a meeting with senior management in order to discuss maximizing short and long-term value of SPN’s assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced the signing of a definitive agreement under which Northeast Pennsylvania Financial Corp. agreed to acquire SPN and the Stilwell SPN Group disposed of its shares of SPN on the open market.

        On July 7, 2000, certain members of the Group (the “Stilwell CMRN Group”) filed a Schedule 13D in connection with the common stock of Cameron Financial Corporation (“Cameron”). Thereafter the Stilwell CMRN Group exercised its shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of shareholders, meeting with Cameron’s management, demanding that Cameron invite the Stilwell CMRN Group’s representatives to join the Board, writing to other Cameron shareholders to express their dismay with management’s inability to maximize shareholder value and publishing that letter in the local press. On October 6, 2000, Cameron announced that it had entered into an agreement to be acquired by Dickinson Financial Corp. and the Stilwell CMRN Group disposed of its shares of Cameron on the open market.

        On January 4, 2001, certain members of the Group (the “Stilwell CFIC Group”) filed a Schedule 13D in connection with the common stock of Community Financial Corp. (“CFIC”). The Stilwell CFIC Group reported that it acquired the stock of CFIC for investment purposes after CFIC announced the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries. The Stilwell CFIC Group then announced its intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary by then. On March 27, 2001, members of the Stilwell CFIC Group wrote to CFIC confirming that CFIC had agreed to meet with one of the Stilwell CFIC Group’s proposed nominees to the Board. On March 30, 2001, before the meeting took place, CFIC announced that it had agreed to be merged with First Financial Corporation. The Stilwell CFIC Group, having accomplished its purpose of maximizing

CUSIP No.78402P104 SCHEDULE 13D Page 9 of 16 Pages

shareholder value, announced that it would not seek representation on the Board or solicit proxies for use at the annual meeting.

        On February 23, 2001, certain members of the Group (the “Stilwell MONT Group”) filed a Schedule 13D in connection with the common stock of Montgomery Financial Corporation (“Montgomery”). In its Schedule 13D, the Stilwell MONT Group stated that it acquired the stock of Montgomery for investment purposes and that it believed the value of Montgomery’s assets exceeded its current market price. On April 20, 2001, members of the Stilwell MONT Group met with Montgomery’s management, suggested to management that it should maximize shareholder value by selling the institution and notified management that it would run an alternate slate of directors at the 2001 annual meeting unless Montgomery entered into a transaction. Eleven days after the Schedule 13D was filed, Montgomery’s Board amended its bylaws to require that nominees to its Board must: (a) reside locally, (b) have a loan or deposit relationship with Montgomery’s subsidiary bank for at least twelve months prior to nomination, (c) have served as a member of a local civic or community organization for at least twelve months during the five years prior to the nomination to the Board, and (d) own 100 shares of Montgomery’s stock. Additionally, the amended bylaws shortened the time for shareholders to notice their intention to nominate alternate directors at the 2001 annual meeting. On June 5, 2001, Montgomery announced that it had hired an investment banking firm, to “help evaluate available alternatives to improve financial performance and maximize shareholder value. . . . [including] a potential acquisition or merger.” On June 13, 2001, the Stilwell MONT Group timely noticed its intention to nominate to Montgomery’s Board two persons who qualified under the amended bylaws. On July 24, 2001, Montgomery announced that it signed a definitive agreement with Union Community Bancorp (“Union”) providing for the merger of Montgomery into Union.

        On June 14, 2001, certain members of the Group (the “Stilwell HCBB Group”) filed a Schedule 13D in connection with the common stock of HCB Bancshares, Inc. (“HCBB”). On or about September 4, 2001, the Stilwell HCBB Group reported that it had entered into a standstill agreement with HCBB whereby, among other things, HCBB would appoint a director selected by the Stilwell HCBB Group. HCBB also agreed to consider conducting a Dutch tender auction. Additionally, HCBB agreed to adopt annual financial targets. HCBB also agreed that if it did not achieve the financial targets, it would retain an investment banking firm to help it to explore available alternatives to maximizing shareholder value. On October 22, 2001, the Stilwell HCBB Group reported that HCBB had named its nominee, John G. Rich, Esq., as a director. On January 31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Subsequent to the standstill agreement, HCBB announced and completed a number of 5% share repurchase programs, and, between the filing of the Stilwell HCBB Group’s Schedule 13D and up until August 31, 2003, HCBB’s outstanding share count decreased by 33%. HCBB did not achieve the financial target enumerated in the standstill agreement for the fiscal year ended June 30, 2003. Pursuant to the terms of the standstill agreement, on August 12, 2003, HCBB announced that it retained Gerrish & McCreary PC (a regional investment banking firm) to assist HCBB in exploring available alternatives for maximizing shareholder value, including a sale of HCBB. On January 14, 2004, HCBB announced that it had agreed to be acquired by Rock Bancshares Inc. and, having accomplished its objective of maximizing shareholder value, the Stilwell HCBB Group disposed of its shares of HCBB on the open market.

        On December 15, 2000, certain members of the Group (the “Stilwell OTFC Group”) filed a Schedule 13D in connection with the common stock of Oregon Trail Financial Corp. (“OTFC”). In

CUSIP No.78402P104 SCHEDULE 13D Page 10 of 16 Pages

January 2001, members of the Stilwell OTFC Group met with the management of OTFC to discuss its concerns that management was not maximizing shareholder value and it proposed that OTFC voluntarily place its nominees on the Board. OTFC rejected the Stilwell OTFC Group’s proposal, and the Stilwell OTFC Group immediately announced its intention to solicit proxies to elect a Board nominee. OTFC refused to produce its complete shareholder list to the Stilwell OTFC Group, which sued OTFC in Baker County, Oregon. The court ultimately ordered OTFC to produce the complete list and to pay $10,000 in attorneys’ fees to the Stilwell OTFC Group. The Stilwell OTFC Group also initiated lawsuits against two OTFC directors, alleging that one director had allegedly violated OTFC’s residency requirement and that the other director had allegedly committed perjury while testifying about his co-director in the first suit. Both suits were dismissed pre-trial but the Stilwell OTFC Group filed an appeal in one suit and was permitted to re-file the other suit in state court. On or about August 16, 2001, the Stilwell OTFC Group began to solicit proxies from shareholders to elect Kevin D. Padrick, Esq. to the Board of OTFC. On September 12, 2001, OTFC filed suit against the Manhattan-based Stilwell OTFC Group in Portland, Oregon’s federal district court and moved to invalidate the Stilwell OTFC Group’s proxies, but the court denied the motion and the election proceeded. During the election, OTFC announced the hiring of an investment banking firm. The Stilwell OTFC Group argued in its proxy materials that OTFC should have used its excess capital to repurchase its shares at prices below book value. In the five months after the filing of the Stilwell OTFC Group’s first proxy statement (i.e., from August 1, 2001 through December 31, 2001), OTFC repurchased approximately 15% of its shares.

        On October 12, 2001, at OTFC’s Annual Meeting, OTFC’s shareholders elected the Stilwell OTFC Group’s candidate to the Board by a 2-1 margin. On March 12, 2002, OTFC and members of the Stilwell OTFC Group entered into a standstill agreement pursuant to which, among other things, OTFC agreed to achieve annual targets for its return on equity, to reduce its current capital ratio, to obtain advice from its investment banker regarding annual 10% stock repurchases, to re-elect the Stilwell OTFC Group’s director to the Board at the end of his current term, to maintain a seat for the Stilwell OTFC Group’s director, or a replacement director, for five years, to reimburse a portion of the Stilwell OTFC Group’s expenses incurred in the proxy contest, and to withdraw, with prejudice, the pending lawsuit against members of the Stilwell OTFC Group. In exchange, members of the Stilwell OTFC Group agreed, among other things, to refrain from seeking additional seats on OTFC’s Board and to support OTFC. On or about February 24, 2003, OTFC and FirstBank NW Corp. (“FBNW”) announced the signing of a definitive agreement whereby OTFC and FBNW would be merged, and the Stilwell OTFC Group subsequently announced that, having accomplished its objective of maximizing shareholder value, it had disposed of substantially all of its shares on the open market.

        On November 25, 2002, certain members of the Group (the “Stilwell ACAP Group”) filed a Schedule 13D in connection with the common stock of American Physicians Capital, Inc. (“ACAP”). The Schedule 13D reported that on January 18, 2002, the Michigan Insurance Department approved the Stilwell ACAP Group’s petition for permission to solicit proxies to elect two directors to ACAP’s Board. On January 29, 2002, Stilwell Associates noticed its intention to nominate two directors at the 2002 annual meeting. On February 20, 2002, the Stilwell ACAP Group entered into a three-year standstill agreement with ACAP wherein, among other things, ACAP added the Stilwell ACAP Group’s nominee, Spencer L. Schneider, Esq., to its Board. Additionally, ACAP agreed, subject to its Board’s fiduciary duties and regulatory approval, to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those

CUSIP No.78402P104 SCHEDULE 13D Page 11 of 16 Pages

years. In its 2002 fiscal year, ACAP repurchased 15% of its outstanding shares. Such repurchases were highly accretive to ACAP’s per share book value. Since the filing of the Schedule 13D: (a) on November 6, 2003, ACAP announced a reserve charge and that it would explore its options to maximize shareholder value — it subsequently announced it had retained Sandler O’Neill & Partners, L.P. to assist the Board in this regard; (b) on November 6, 2003, ACAP also announced that it would exit from the healthcare and workers compensation insurance businesses; (c) on December 2, 2003, ACAP announced that its President and Chief Executive Officer, William Cheeseman, would take early retirement on December 31, 2003; (d) on December 23, 2003, ACAP named R. Kevin Clinton as its new President and Chief Executive Officer; and (e) on June 24, 2004, ACAP announced that, after a diligent and thorough review and examination, the Board determined that the best means to maximize shareholder value is to continue to execute ACAP’s current business strategy of shedding non-core businesses and focusing on its core business line in its core markets. On August 19, 2004, the Stilwell ACAP Group disclosed that it intended to seek additional representation on the Board and exercise its shareholder rights upon the expiration of the standstill agreement. On November 10, 2004, at ACAP’s invitation, Joseph Stilwell joined ACAP’s Board of Directors and the parties entered into a new standstill agreement providing for Mr. Stilwell and Mr. Schneider to remain on the Board through the annual meeting in 2008. On December 21, 2005, ACAP announced the completion of its September 11, 2003, share repurchase authorization, that it had authorized another 5% share repurchase program, that, year-to-date, ACAP had repurchased 433,500 shares of its stock at an average price per share of $39.35, and that since October 1, 2005, ACAP had repurchased 168,600 shares at an average price per share of $45.42.

        On June 30, 2003, certain members of the Group (the “Stilwell FPIC Group”) filed a Schedule 13D in connection with the common stock of FPIC Insurance Group, Inc. (“FPIC”). The Stilwell FPIC Group also reported that at such times as the market price of FPIC stock more adequately reflects the value of its assets, the Stilwell FPIC Group reserved its right to make additional dispositions of its holdings of FPIC stock irrespective of FPIC having taken steps to maximize shareholder value. On August 12, 2003, the Florida Office of Insurance Regulation approved the Stilwell FPIC Group’s application to acquire more than 5% of FPIC’s shares of common stock and to hold board seats and exercise its shareholder rights. On November 10, 2003, pursuant to the Group’s request to FPIC, the Group’s nominee, John G. Rich, Esq., became a director of FPIC. In connection with Mr. Rich’s appointment to the Board, FPIC and members of the Group entered into a confidentiality agreement. On June 7, 2004, the Stilwell FPIC Group reported that, inasmuch as FPIC’s shares were somewhat less undervalued because of the substantial increase in the market price of the stock, it had decreased its holdings of FPIC to below 5%.

        On March 29, 2004, certain members of the Group (the “Stilwell COMB Group”) filed a Schedule 13D in connection with the common stock of Community Bancshares, Inc. (“COMB”). Members of the Group believe that COMB’s management has made good progress in resolving its regulatory issues, lawsuits, problem loans, and non-performing assets. However, the Stilwell COMB Group believes that COMB’s return on equity is substantially below average, that its return on equity is likely to remain below average for the foreseeable future, and that it should therefore be sold. On November 21, 2005, the Stilwell COMB Group disclosed that, if COMB does not announce a sale transaction before the time that the Group must begin the proxy solicitation process for the 2006 annual shareholders meeting, the Group intends to nominate an alternate slate of directors for election at that meeting and to solicit proxies to elect them. On January 6, 2006,

CUSIP No.78402P104 SCHEDULE 13D Page 12 of 16 Pages

the Stilwell COMB Group informed COMB of the names of the three persons it intends to nominate at its annual shareholders meeting.

        On June 20, 2005, certain members of the Group (the “Stilwell PBIP Group”) filed a Schedule 13D in connection with the common stock of Prudential Bancorp, Inc. of Pennsylvania (“PBIP”), disclosing that the Group intended to seek a seat on PBIP’s board of directors. PBIP is majority owned by a mutual holding company (“MHC”) controlled by PBIP’s management and has the ability to outvote public shareholders on most corporate actions except, pursuant to federal regulations, on approval of its stock benefit plans. PBIP’s prospectus distributed in January 2005 indicated its intention to seek shareholder approval of its stock benefit plans. In July 2005, Joseph Stilwell asked to be placed on PBIP’s board, but PBIP declined to do so. On August 5, 2005, the Stilwell PBIP Group filed preliminary proxy materials with the SEC to solicit proxies to oppose approval of PBIP’s stock benefit plans in order to send a message to PBIP that it should appoint public shareholders with substantial share holdings to its board. On October 20, 2005, PBIP disclosed that it would not seek approval of its stock benefit plans at its upcoming annual meeting. On December 28, 2005, the Stilwell PBIP Group filed definitive proxy materials with the SEC to solicit proxies from PBIP’s shareholders to withhold their votes on the election of directors as a referendum that PBIP should appoint public shareholders with substantial share holdings to its board. If PBIP decides at a later date to seek shareholder approval of its stock benefit plans, the Stilwell PBIP Group will solicit proxies to oppose them.

        Members of the Group may make further purchases of shares of Common Stock. Members of the Group may dispose of any or all the shares of Common Stock held by them, although they have no current plans to do so. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

        The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 10,012,391, reported as of November 3, 2005, in the Issuer’s Form 10-Q dated November 9, 2005. All purchases of shares of Common Stock were made in open market transactions on the New York Stock Exchange.

(A)     Stilwell Value Partners III

(a) Aggregate number of shares beneficially owned: 590,400
Percentage: 5.9%

(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 590,400
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 590,400

(c) Within the past sixty days, Stilwell Value Partners III has purchased 538,500 shares of Common Stock for a total of $11,392,146.63. Within the past sixty days, Stilwell Value Partners III

CUSIP No.78402P104 SCHEDULE 13D Page 13 of 16 Pages

sold 5,700 shares of Common Stock for a total of $119,928.00 (on December 8, 2005, at $21.04 per share). The following chart provides information concerning all purchases of Common Stock within the past sixty days:

Trade Date	No. of Shares	Price Per Share ($)	Total Cost ($)
11/21/05	50,000.00	20.04	1,002,180.00
11/22/05	15,100.00	20.03	302,434.88
11/23/05	20,000.00	20.18	403,606.00
11/25/05	20,500.00	20.18	413,755.60
11/28/05	15,000.00	19.99	299,787.00
11/29/05	50,000.00	20.32	1,016,035.00
11/30/05	800.00	20.48	16,384.00
12/01/05	38,100.00	21.00	800,214.30
12/05/05	12,000.00	21.01	252,074.40
12/06/05	8,000.00	20.95	167,564.80
12/07/05	50,300.00	20.95	1,053,860.45
12/09/05	63,300.00	21.25	1,345,125.00
12/19/05	12,500.00	20.63	257,815.00
12/20/05	1,900.00	20.89	39,690.05
12/21/05	10,000.00	20.89	208,850.00
12/21/05	2,700.00	20.92	56,495.88
12/22/05	8,100.00	21.02	170,256.33
12/23/05	4,200.00	21.00	88,192.86
12/27/05	12,500.00	20.98	262,232.50
12/28/05	5,400.00	21.00	113,400.00
12/29/05	2,000.00	20.87	41,745.00
12/29/05	1,200.00	20.94	25,131.96
12/30/05	7,800.00	20.80	162,219.72
12/30/05	100.00	20.54	2,053.50
01/03/06	8,000.00	21.14	169,108.00
01/04/06	8,000.00	21.86	174,854.40
01/05/06	8,000.00	21.81	174,480.00
01/06/06	8,000.00	22.50	180,000.00
01/09/06	95,000.00	23.08	2,192,600.00

(d) Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners III, Mr. Stilwell has the power to direct the affairs of Stilwell Value Partners III, including the voting and disposition of shares of Common Stock held in the name of Stilwell Value Partners III. Therefore, Mr. Stilwell is deemed to share voting and disposition power with Stilwell Value Partners III with regard to those shares of Common Stock.

(B)     Stilwell Value LLC

(a) Aggregate number of shares beneficially owned: 590,400
Percentage: 5.9%

(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 590,400
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 590,400

CUSIP No.78402P104 SCHEDULE 13D Page 14 of 16 Pages

(c) Stilwell Value LLC has made no purchases of Common Stock.

(d) Because he is the managing and sole member of Stilwell Value LLC, Mr. Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of Stilwell Value Partners III. Therefore, Stilwell Value LLC may be deemed to share with Mr. Stilwell voting and disposition power with regard to the shares of Common Stock held by Stilwell Value Partners III.

(C)     Mr. Joseph Stilwell

(a) Aggregate number of shares beneficially owned: 590,400
Percentage: 5.9%

(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 590,400
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 590,400

(c) Mr. Stilwell has made no purchases of shares of Common Stock.

(D)     Mr. Gregory Noonan

(a) Aggregate number of shares beneficially owned: 30,000
Percentage: .3%

(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 30,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 30,000

(c) Mr. Noonan is a party to an agreement with Stilwell Value Partners III granting him an option to purchase up to 30,000 shares of Common Stock, which option will vest in full upon Mr. Noonan’s being seated on Issuer’s board. A copy of the agreement is annexed as Exhibit 5.

(D)     Spencer L. Schneider

(a) Aggregate number of shares beneficially owned: 30,000
Percentage: .3%

(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 30,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 30,000

CUSIP No.78402P104 SCHEDULE 13D Page 15 of 16 Pages

(c) Mr. Schneider is a party to an agreement with Stilwell Value Partners III granting him an option to purchase up to 30,000 shares of Common Stock, which option will vest in full upon Mr. Schneider’s being seated on Issuer’s board. A copy of the agreement is annexed as Exhibit 6.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        Other than the Joint Filing Agreement filed as Exhibit 1 to this filing, and the agreements annexed in Exhibits 5, 6 and 7, and as otherwise described below, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC and Mr. Joseph Stilwell, in their capacities, respectively, as general partner of Stilwell Value Partners III and managing and sole member of Stilwell Value LLC, as described in this Schedule 13D, are entitled to an allocation of a portion of profits. Stilwell Value Partners III has agreed to indemnify Mr. Noonan and Mr. Schneider for all costs and expenses arising out of or related to their nominations for election as directors of the Issuer. Stilwell Value Partners III has issued to each of Mr. Noonan and Mr. Schneider an option to purchase 30,000 shares of Common Stock. Stilwell Value Partners III has entered into an agreement with Enrico Sarli, who has been named as an alternate nominee if any of Messrs. Noonan, Schneider or Stilwell become unable to serve as a director of Issuer, agreeing to indemnify him for all costs and expenses arising out of his being named as an alternate nominee and to issue to him an option to purchase 30,000 shares of Common Stock if he is elected as a director, and to pay him a fee of $10,000 if he is not.

        See Items 1 and 2 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
1	Joint Filing Agreement
2	Powers of Attorney, dated January 10, 2006
3	Notice of Intent to Nominate, dated January 17, 2006
4	Shareholder List Demand, dated January 17, 2006
5	Nominee and Stock Option Agreements with Gregory Noonan, dated January 9, 2006
6	Nominee and Stock Option Agreements with Spencer L. Schneider, dated January 9, 2006
7	Nominee Agreement with Enrico Sarli, dated January 9, 2006

CUSIP No.78402P104 SCHEDULE 13D Page 16 of 16 Pages

SIGNATURES

        After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 18, 2006

STILWELL VALUE PARTNERS III, L.P.

By: STILWELL VALUE LLC
   General Partner

/s/ Joseph Stilwell
By: Joseph Stilwell
      Managing and Sole Member

STILWELL VALUE LLC

/s/ Joseph Stilwell
By: Joseph Stilwell
      Managing and Sole Member

JOSEPH STILWELL

/s/ Joseph Stilwell
Joseph Stilwell

GREGORY NOONAN

/s/ Gregory Noonan
Gregory Noonan

SPENCER L. SCHNEIDER

/s/ Spencer L. Schneider
Spencer L. Schneider

EX-99

EXHIBIT 1

JOINT FILING AGREEMENT

        Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date: January 18, 2006

STILWELL VALUE PARTNERS III, L.P.

By: STILWELL VALUE LLC
       General Partner

/s/ Joseph Stilwell
By: Joseph Stilwell
       Managing and Sole Member

STILWELL VALUE LLC

/s/ Joseph Stilwell
By: Joseph Stilwell
        Managing and Sole Member

JOSEPH STILWELL

/s/ Joseph Stilwell
Joseph Stilwell

GREGORY NOONAN

/s/ Gregory Noonan
Gregory Noonan

SPENCER L. SCHNEIDER

/s/ Spencer L. Schneider
Spencer L. Schneider

EX-99

EXHIBIT 2

POWERS OF ATTORNEY

POWER OF ATTORNEY OF GREGORY NOONAN

        Know all by these presents that the undersigned hereby constitutes and appoints Joseph Stilwell the undersigned’s true and lawful attorney-in-fact to:

(1)   execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of common stock of SCPIE Holdings Inc. (the "Company"), a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder;  

(2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto and timely file such Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

        The undersigned understands and acknowledges that the Schedule 13D and amendments thereto referred to above may be filed jointly on behalf of a “group” as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act.

        The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and amendments thereto with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10^th day of January, 2006.

/s/ Gregory Noonan
Signature

Gregory Noonan
Print Name

POWER OF ATTORNEY OF SPENCER L. SCHNEIDER

        Know all by these presents that the undersigned hereby constitutes and appoints Joseph Stilwell the undersigned’s true and lawful attorney-in-fact to:

  (1)   execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of common stock of SCIPIE Holdings Inc. (the "Company"), a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder;

  (2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto and timely file such Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

  (3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.         The undersigned understands and acknowledges that the Schedule 13D and amendments thereto referred to above may be filed jointly on behalf of a “group” as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act.

        The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and amendments thereto with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10^th day of January, 2006.

/s/ Spencer L. Schneider
Signature

Spencer L. Schneider
Print Name

EX-99

EXHIBIT 3
NOTICE OF INTENT TO NOMINATE,
DATED JANUARY 17, 2006

STILWELL VALUE PARTNERS III, L.P.
26 Broadway, 23^rd Floor
New York, New York 10004
(212) 269-5800

January 17, 2006

By Federal Express, Messenger and Facsimile
SCPIE Holdings Inc.
1888 Century Park East
Los Angeles, California 90067

Attention: Joseph P. Henkes, Corporate Secretary

Notice of Intent to Nominate

Dear Corporate Secretary:

        This letter constitutes a notice of intent by Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”) to nominate three (3) persons for election as directors of SCPIE Holdings Inc. (the “Corporation”) at the 2006 Annual Meeting of Stockholders of the Corporation (the “Annual Meeting”). This notice is being provided to you pursuant to Section 12 of the Corporation’s Bylaws. As of the date hereof, Stilwell Value Partners III is the record shareholder of 100 shares of common stock (the “Common Stock”) of the Corporation, and beneficially owns 590,400 shares of Common Stock of the Corporation. Stilwell Value Partners III’s address, as it appears on the Corporation’s books, is 26 Broadway, 23^rd Floor, New York, New York 10004.

        Stilwell Value Partners III hereby notifies the Corporation pursuant to Section 12 of the Corporation’s Bylaws that it intends to nominate Gregory Noonan, Spencer L. Schneider and Joseph Stilwell (each, a “Nominee” and together, the “Nominees”) for election to the Board of Directors of the Corporation at the Annual Meeting and that such nominations will be made by a duly authorized agent and proxy of Stilwell Value Partners III present in person at the Annual Meeting. Additionally, Stilwell Value Partners III hereby notifies the Corporation that should any of the Nominees become unavailable, it intends to nominate Enrico Sarli as an alternate nominee (the “Alternate Nominee”). As required by Section 12 of the Corporation’s Bylaws, also enclosed is the written consent of each Nominee to be named in Stilwell Value Partners III’s proxy statement and to serve as a director of the Corporation if elected. The consent of the Alternate Nominee is also enclosed. Stilwell Value Partners III is part of a group that intends to deliver a proxy statement and form of proxy to holders of at least a majority of the Corporation’s outstanding Common Stock.

        Set forth below is certain information regarding the Nominees and Alternate Nominee required by Section 12 of the Corporation’s Bylaws. The information contained herein responds

fully to all of the requirements of Section 12. In certain instances in which a disclosure item is not applicable or no disclosure is required to be made pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no response has been provided below.

        The following information is based upon information provided by the Nominees and Alternate Nominee, which they have certified as being correct:

A.     Name, Age, Business Address and Residence Address

Name	Age	Business Address	Residence Address
Gregory Noonan	47	Not applicable	26 Inverness Court White Plains, NY 10605
Spencer L. Schneider	46	70 Lafayette Street New York, NY 10013	10 Waterside Plaza New York, NY 10010
Joseph Stilwell	44	26 Broadway New York, NY 10004	480 Route 164 Patterson, NY 12563
Enrico Sarli	42	200 Pemberwick Road Greenwich, CT 06830	45 Pennebrook Lane Carmel, NY 10512

B.     Principal Occupation or Employment at Present and For Past Five Years

Gregory Noonan: From 1984 through 2001, Mr. Noonan was employed by Prudential Securities Inc, New York, New York, and from 1987 onward was a senior position trader. From 1996 through 2001, he held the title of Senior Vice President. He was employed from 2002 through 2003 by Cantor Fitzgerald & Co., New York, New York, as a senior position trader. He is now retired. Mr. Noonan is a member of the Bar of the State of New York. He is not employed by any parent, subsidiary or other affiliate of the Corporation.

Spencer L. Schneider: From 1989 through the present, Mr. Schneider has been engaged in the private practice of law in New York, New York. His practice includes corporate law, securities law, litigation and real estate. He is a member of the Board of Directors of American Physicians Capital, Inc. He is not employed by any parent, subsidiary or other affiliate of the Corporation.

Joseph Stilwell: Mr. Stilwell has acted as a private investment manager overseeing the Stilwell Group of funds since 1993. Mr. Stilwell received a Bachelor of Science in Economics from The Wharton School, University of Pennsylvania. He is a member of the Board of Directors of American Physicians Capital, Inc. He is the sole and managing member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners III. He is not employed by any parent, subsidiary or other affiliate of the Corporation.

Enrico Sarli:  Since 2000, Mr. Sarli has been the Chief Financial Officer and Chief Operating Officer of Direct Media, Inc., a privately held list brokerage/list management organization. Mr. Sarli is a certified public accountant. He is not employed by any parent, subsidiary or other affiliate of the Corporation.

C.     Shares Owned Either Beneficially or Of Record

        Except as described in Item D below and in the following paragraph, during the past two years, none of the Nominees or the Alternate Nominee has beneficially, or of record, owned any shares of Common Stock.

        Set forth below are the dates and amounts of purchases and sales of shares of Common Stock by Stilwell Value Partners III (or any affiliate) within the past two years which are shares deemed to be beneficially held by Mr. Stilwell. All purchases of shares of Common Stock were made in open market transactions on the New York Stock Exchange.

         Purchases

Trade Date	No. of Shares	Price Per Share ($)	Total Cost ($)
11/02/05	2,000.00	15.18	30,360.00
11/03/05	21,900.00	15.26	334,137.06
11/04/05	2,000.00	15.83	31,653.00
11/07/05	1,200.00	16.50	19,800.00
11/11/05	3,800.00	17.32	65,816.00
11/15/05	1,500.00	17.23	25,846.05
11/16/05	5,500.00	18.00	98,980.20
11/17/05	6,700.00	18.15	121,605.00
11/18/05	15,000.00	19.49	292,405.50
11/21/05	50,000.00	20.04	1,002,180.00
11/22/05	15,100.00	20.03	302,434.88
11/23/05	20,000.00	20.18	403,606.00
11/25/05	20,500.00	20.18	413,755.60
11/28/05	15,000.00	19.99	299,787.00
11/29/05	50,000.00	20.32	1,016,035.00
11/30/05	800.00	20.48	16,384.00
12/01/05	38,100.00	21.00	800,214.30
12/05/05	12,000.00	21.01	252,074.40
12/06/05	8,000.00	20.95	167,564.80
12/07/05	50,300.00	20.95	1,053,860.45
12/09/05	63,300.00	21.25	1,345,125.00
12/19/05	12,500.00	20.63	257,815.00
12/20/05	1,900.00	20.89	39,690.05
12/21/05	10,000.00	20.89	208,850.00
12/21/05	2,700.00	20.92	56,495.88
12/22/05	8,100.00	21.02	170,256.33
12/23/05	4,200.00	21.00	88,192.86
12/27/05	12,500.00	20.98	262,232.50
12/28/05	5,400.00	21.00	113,400.00
12/29/05	2,000.00	20.87	41,745.00
12/29/05	1,200.00	20.94	25,131.96
12/30/05	7,800.00	20.80	162,219.72
12/30/05	100.00	20.54	2,053.50
01/03/06	8,000.00	21.14	169,108.00
01/04/06	8,000.00	21.86	174,854.40
01/05/06	8,000.00	21.81	174,480.00
01/06/06	8,000.00	22.50	180,000.00
01/09/06	95,000.00	23.08	2,192,600.00
Totals	598,100.00		12,412,749.44

        Sales

Trade Date	No. of Shares	Price Per Share ($)	Total Cost ($)
11/17/05	2,000	18.3400	36,680.00
12/08/05	5,700	21.0400	119,928.00
Totals	7,700		156,608.00

D.     Interest of Certain Persons in Matters to be Acted Upon

        None of the Nominees or the Alternate Nominee is, or has been, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies, except as set forth below. Stilwell Value Partners III and Messrs. Noonan and Schneider are parties to identical and separate agreements whereby, among other things, each such Nominee has agreed to be nominated to the Board of Directors of the Corporation, Stilwell Value Partners III has agreed to reimburse each such Nominee for his expenses incurred in connection with his nomination to the Board of Directors and indemnify and hold each such Nominee harmless for all damages and claims which may arise in connection with being nominated to the Board of Directors, and Stilwell Value Partners III has issued to each such Nominee an option to purchase 30,000 shares of Common Stock. Copies of these agreements are attached hereto as Exhibit A. Stilwell Value Partners III and Mr. Sarli are parties to an agreement whereby, among other things, Mr. Sarli has agreed to be nominated to the Board of Directors of the Corporation if one of the Nominees is unable to serve, and Stilwell Value Partners III has agreed to reimburse him for his expenses incurred in connection with his nomination to the Board of Directors and indemnify and hold him harmless for all damages and claims which may arise in connection with being nominated to the Board of Directors and to issue him an option to purchase 30,000 shares of Common Stock if he is elected as a director, and to pay him a fee of $10,000 if he is not. A copy of this agreement is attached hereto as Exhibit B.

        Except as otherwise set forth herein, none of the Nominees, the Alternate Nominee, or any of their associates has any arrangement or understanding with any person with respect to any future

employment with the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party.

E.     Other information that is required to be disclosed in a solicitation of proxies for the election of directors, or is otherwise required, pursuant to Regulation 14A under the Exchange Act.

1.         Directorships of Other Publicly Owned Companies

                     Messrs. Schneider and Stilwell are currently members of the Board of Directors of American Physicians Capital, Inc., which has a class of equity securities registered under the Exchange Act. Neither Mr. Noonan nor the Alternate Nominee is currently a director of any corporation, partnership or other entity that has a class of equity securities registered under the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

2.         Material Proceedings Adverse to the Corporation

                    There are no material proceedings to which any Nominee, the Alternate Nominee, or any of their associates is a party adverse to the Corporation or any of its subsidiaries. In addition, no Nominee, the Alternate Nominee, or any of their respective associates, has a material interest adverse to the Corporation or any of its subsidiaries.

3.         Positions or Offices with the Corporation

                     None of the Nominees or the Alternate Nominee is an officer of the Corporation.

4.         Transactions in Stock of the Corporation

                     Except for the transactions listed above in C, none of the Nominees or the Alternate Nominee has had any transactions in the Common Stock of the Corporation.

5.         Arrangements or Understandings with Other Persons

                     As described above, Stilwell Value Partners III and Messrs. Noonan and Schneider are parties to identical and separate agreements whereby, among other things, each such Nominee has agreed to be nominated to the Board of Directors of the Corporation, Stilwell Value Partners III has agreed to reimburse each such Nominee for his expenses incurred in connection with his nomination to the Board of Directors and indemnify and hold each such Nominee harmless for all damages and claims which may arise in connection with being nominated to the Board of Directors, and Stilwell Value Partners III has issued to each such Nominee an option to purchase 30,000 shares of Common Stock. Copies of these agreements are attached hereto as Exhibit A. Stilwell Value Partners III and Mr. Sarli are parties to an agreement whereby, among other things, Mr. Sarli has agreed to be nominated to the Board of Directors of the Corporation if one of the Nominees is unable to serve, and Stilwell Value Partners III has agreed to reimburse him for his expenses incurred in connection with his nomination to the Board of Directors and indemnify and hold him harmless for all damages and claims which may arise in connection with being nominated to the Board of Directors and to issue him an option to purchase 30,000 shares of Common Stock if he is elected as a director, and to pay him a fee of $10,000 if he is not. A copy of this agreement is attached hereto as Exhibit B.

                     Except as otherwise set forth herein, none of the Nominees, the Alternate Nominee, or any of their associates has any arrangement or understanding with any person with respect to any future employment with the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party.

6.         Absence of any Family Relationships

                    None of the Nominees or the Alternate Nominee has any family relationship with any director or officer of the Corporation. In addition, there is no family relationship among any of the Nominees or the Alternate Nominee.

7.         Absence of Involvement in Certain Legal Proceedings

                     There are no matters with respect to any Nominee or the Alternate Nominee required to be disclosed under Item 401(f) of Regulation S-K, or Item 5(b)(1)(iii) of Schedule 14A.

8.         Absence of Certain Transactions or Relationships

                     There are no matters with respect to any Nominee, or the Alternate Nominee, required to be disclosed under Items 404(a), 404(b) or 404(c) of Regulation S-K. No Nominee or the Alternate Nominee has any relationship described in Section 303A.02(b) of the NYSE Listed Company Manual relating to director independence.

9.         Section 16 Compliance

                     No Nominee or the Alternate Nominee is currently required to file reports under Section 16 of the Exchange Act with respect to the Common Stock.

Sincerely,

STILWELL VALUE PARTNERS III, L.P.

/s/ Joseph Stilwell            
Joseph Stilwell
Sole and Managing Member of
  Stilwell Value LLC, General Partner of
  Stilwell Value Partners III, L.P.

CONSENT OF PROPOSED NOMINEE

        I, Gregory Noonan, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Gregory Noonan     

        Gregory Noonan

Dated: January 9, 2006

CONSENT OF PROPOSED NOMINEE

        I, Spencer L. Schneider, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Spencer L. Schneider     

        Spencer Schneider

Dated: 1/9/06

CONSENT OF PROPOSED NOMINEE

        I, Joseph Stilwell, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Joseph Stilwell     

        Joseph Stilwell

Dated: January 9, 2006

CONSENT OF PROPOSED ALTERNATE NOMINEE

        I, Enrico Sarli, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Enrico Sarli     

        Enrico Sarli

Dated: January 9, 2006

Exhibit A to Notice of Intent to Nominate

Agreements with Noonan and Schneider

Nominee Agreement

        This Nominee Agreement is made this 9^th day of January, 2006, among Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”), having its offices at 26 Broadway, 23^rd Floor, New York, New York 10014, and Gregory Noonan, residing at 26 Inverness Court, White Plains, NY 10605 (“Nominee”).

        WHEREAS, Stilwell Value Partners III is the beneficial owner of in excess of 100,000 shares of common stock of SCPIE Holdings, Inc. (“SKP”) and may solicit proxies in order to nominate as many directors as permitted under the law to SKP’s Board of Directors at the 2006 annual shareholders meeting, such nomination being in opposition to SKP’s management’s slate of nominees;

        WHEREAS, Stilwell desires to nominate Noonan to SKP’s Board and Noonan desires to sit on SKP’s Board;

        NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

    1.        Nominee hereby agrees to have his name placed in nomination by Stilwell Value Partners III to sit as a director of SKP, and for that purpose, understands and agrees that Stilwell Value Partners III may solicit proxies from shareholders to enable Stilwell Value Partners III to vote their shares for Nominee. Simultaneous with the execution of this Agreement, Nominee shall deliver his written consent to be named in a Stilwell Group proxy statement and to serve as a director of SKP if elected, a copy of which is attached hereto as Exhibit A.

    2.        In consideration thereof, Stilwell Value Partners III, L.P. hereby grants Nominee an option to purchase up to thirty thousand (30,000) shares of SKP common stock on the terms set forth in the stock option agreement annexed hereto as Exhibit B. The exercise price shall be $22.50.

    3.        Stilwell Value Partners III shall reimburse all of Nominee’s actual expenses incurred in connection with the nomination process, including telephone, postage, and travel, however, it being understood that should Nominee be elected as a director, he shall request that SKP reimburse his expenses for attending meetings.

    4.        Stilwell Value Partners III hereby indemnifies and holds the Nominee harmless for all damages and expenses incurred in connection with agreeing to have his name placed in nomination and to have proxies solicited in order to elect him to the Board of Directors of SKP. In addition, Stilwell Value Partners III hereby indemnifies Nominee to the same extent and scope as he is entitled to indemnification pursuant to SKP’s corporate documents or otherwise by law, but Nominee shall first seek indemnification from SKP before he is entitled to be indemnified by Stilwell Value Partners III. If SKP fails or refuses to indemnify or to advance expenses to Nominee upon Nominee’s request for indemnification or reimbursement of expenses, Stilwell Value Partners III shall cover and advance payments to Nominee, but Nominee shall continue to make reasonable efforts to seek payment from SKP and, to the extent he recovers any amounts from SKP, shall reimburse Stilwell Value Partners III. Nominee shall give Stilwell Value Partners III notice of the occurrence of an event as to which he believes he is entitled to indemnification no later than 20 days after Nominee has knowledge of a claim which has been asserted or threatened. Stilwell Value Partners III retains the sole right to select and retain counsel for Nominee.

    5.        Nominee understands that this Agreement may be publicly disclosed by Stilwell Value Partners III.

    6.        This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

STILWELL VALUE PARTNERS III, L.P.

By:  Stilwell Value LLC
        General Partner

/s/ Joseph Stilwell     
By:   Joseph Stilwell
         Managing and Sole Member

GREGORY NOONAN

/s/ Gregory Noonan
         Gregory Noonan

Exhibit A to Noonan Nominee Agreement

Consent of Proposed Nominee

        I, Gregory Noonan, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Gregory Noonan     

        Gregory Noonan

Dated: 1-9-06

Exhibit B to Noonan Nomination Agreement

Stock Option Agreement

        THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of January 9, 2006, by and between Stilwell Value Partners III, L.P., a Delaware limited partnership with offices at 26 Broadway, 23rd floor, New York, New York 10004 ("SVP"), and Gregory Noonan, residing at 26 Inverness Court, White Plains, NY 10605 (the "Optionee").

        WHEREAS, SVP owns in excess of 100,000 shares of the Common Stock (the "Common Stock"), of SCPIE Holdings Inc. ("SKP"); and

        WHEREAS, SVP and certain other parties, acting as a group (the "Stilwell Group"), may solicit proxies for a person or persons nominated by SVP and its affiliates for election to the Board of Directors of SKP (the "Board"); and

        WHEREAS, Optionee has consented to his nomination by the Stilwell Group to the Board and has concurrently with the execution of this Stock Option Agreement entered into a Nominee Agreement with the Stilwell Group (the "Nominee Agreement"); and

        WHEREAS, in consideration of the agreements of Optionee in the Nominee Agreement to stand for election to the Board and to serve if elected, SVP considers it desirable and in its best interests that the Optionee be granted the option to purchase up to an aggregate of Thirty Thousand (30,000) shares of the Common Stock owned by SVP (the "Option Shares"), upon the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

        1.        Grant of Option. SVP hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of the Option Shares on the terms and conditions set forth herein. The Option shall vest and become exercisable as set forth in Section 4, and the number of shares may be adjusted pursuant to Section 6 hereunder.

        2.        Purchase Price. The purchase price per share of the Option Shares covered by the Option shall be equal to $22.50 per Option Share (subject to adjustment as provided in Section 9 below) (the "Purchase Price").

        3.        Certain Defined Terms. As used in this Option Agreement, the following terms shall have the following meanings:

        (a)        Closing Sale Price shall mean on any particular date the closing sale price per share of Common Stock on such date on the NYSE, or if there is no such price on such date, then the closing sale price on the NYSE on the date nearest preceding such date.

        (b)        Expiration Date shall mean the date which is five years after the Vesting Date, or such earlier date on which this Option may terminate in accordance with Section 7, or such other date as the parties mutually agree in writing.

        (c)        Vesting Date shall mean the date on which the Optionee is seated on the Board.

        4.        Vesting and Exercisability of the Option. The Option shall vest and become exercisable at the Vesting Date, and thereafter shall be exercisable at any time or from time to time in whole or in part on or prior to the Expiration Date.

        5.        Method of Exercising Option.

        (a)        The Optionee may exercise the Option in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to SVP, specifying therein the number of Option Shares which the Optionee then elects to purchase or with respect to which the Option is being exercised, accompanied by payment of the full Purchase Price for the Option Shares being purchased. The notice of exercise, accompanied by such payment, shall be delivered to SVP at its principal business office. The date on which the notice is given to SVP is hereinafter referred to as the "Date of Exercise." In no event may the Option granted hereunder be exercised for a fraction of an Option Share.

        (b)        The Optionee may pay the Purchase Price in one of the following manners:

        (i)        Cash Exercise. The Optionee shall deliver the Purchase Price to SVP in cash or by certified check or bank check or wire transfer of immediately available funds.

        (ii)        Cashless Exercise. The Optionee shall surrender this Option to SVP together with a notice of cashless exercise, in which event SVP shall issue to the Optionee the number of Option Shares determined as follows:

        X = (Y* (A-B))/A         

        where:       

        X = the number of Option Shares to be issued to the Optionee;                

        Y = the number of Option Shares with respect to which this Option is being exercised;

        A = the average of the Closing Sale Prices of the Common Stock for the five (5) trading days immediately prior to (but not including)        the Date of Exercise.

        B = the Purchase Price (as adjusted to the date of such calculation).        

        (c)        As soon as practicable after receipt by SVP of a notice of exercise and of payment in full of the Purchase Price of all the Option Shares with respect to which the Option has been exercised, SVP shall transfer the Option Shares being purchased to the Optionee.

        6.        Adjusted Option Shares. The number of Option Shares granted hereunder shall be reduced by an amount equal to fifty percent (50%) of the value of all common stock options and common stock grants received by Nominee from SKP prior to the Exercise Date, including any stock options that were exercised prior to the Exercise Date (the "Grant Shares"); the number of Option Shares resulting after computing the foregoing reduction shall be referred to hereinafter as

the "Adjusted Option Shares". By way of illustration, the Adjusted Option Shares is calculated as follows: Assume (for ease of illustration) the Purchase Price hereunder is $10.00 and the option exercise price on Grant Shares received from SKP is $14.00. Assume (for ease of illustration) the number of Option Shares hereunder is 2,000 and the number of Grant Shares covered by options granted by SKP is 1,000. Assume the value of "A" used in the equation in Section 5(b)(ii) above is $20.00. Under this illustration, the adjustment value ("Adjustment Value") shall equal 50% of $6.00 ($6.00 being the value of the options received from SKP as of the Exercise Date based on the spread between "A" and the option exercise price), or $3.00 per share. To further calculate the Adjusted Option Shares, subtract the product of the Adjustment Value and the number of Grant Shares from the product of the Purchase Price hereunder and the number of Option Shares granted hereunder. Thus,

        ($10*2,000) - - ($3*1,000) = $20,000 - $3,000 = $17,000.

Divide the resulting figure by the Purchase Price hereunder to yield the number of Adjusted Option Shares:

        $17,000/$10 = 1,700 shares

To determine the Adjusted Option Shares with respect to Grant Shares subject to stock grants (as opposed to options) received by the Optionee from SKP, use the above formula except that the Adjustment Value shall equal 50% of the market price of such Grant Shares as of the Exercise Date.

Unvested Grant Shares shall not be considered in determining the Adjusted Option Shares. Additionally, in no case shall the calculation of Adjusted Option Shares result in a negative figure whereby Nominee would owe anything to SVP.

        7.        Termination of Option. Except as otherwise stated herein, the Option, to the extent not theretofore exercised, shall terminate on the Expiration Date or, if earlier, upon the first of the occurrence of any of the following events, unless SVP otherwise elects in writing:

        (a)        In the event of Optionee's withdrawal from the election for the Board;

        (b)        In the event of Optionee becoming ineligible to be elected to the Board for any reason; or

        (c)        In the event of Optionee's resignation from the Board or removal from the Board.

        8.        Adjustments. If prior to the exercise of any portion of the Option SKP shall have effected one or more stock splits, reverse stock splits, stock dividends, stock combinations, reclassifications, recapitalizations or similar events, the number of Option Shares subject to this Option and the Purchase Price shall be equitably adjusted as determined by SVP in good faith. SVP shall give notice of each adjustment or readjustment of the Purchase Price or the number of Option Shares to the Optionee.

        9.        Restrictions. The holder of this Option, by acceptance hereof, represents, warrants and covenants that this Option and the right to purchase the Option Shares is personal to the holder and shall not be transferred to any other person, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time and from time to time, transfer all or any part of his rights under this Option and the right to purchase the Option Shares in accordance with the terms of this Option Agreement to his spouse or children, or to a trust created by the Optionee for the benefit of the Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and in which the Optionee or members of his immediate family beneficially own all of the economic interests.

        10.        No Rights as Optionee. Nothing contained herein shall be construed to confer upon the Optionee any right to be nominated by the Stilwell Group to the Board or, if elected, to continue to serve on the Board.

        11.        Withholding. In the event that the Optionee elects to exercise this Option or any part thereof, and if SVP shall be required to withhold any amounts by reason of any federal, state or local tax laws, rules or regulations in respect of the issuance of Option Shares to the Optionee pursuant to the Option, SVP shall be entitled to deduct and withhold such amounts from any payments to be made to the Optionee. In any event, the Optionee shall make available to SVP promptly when requested by SVP sufficient funds to meet the requirements of such withholding; and SVP shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to SVP out of any funds or property due or to become due to the Optionee. Notwithstanding the foregoing, the Optionee may request SVP not to withhold any or all of the amounts otherwise required to be withheld; provided that the Optionee provides SVP with sufficient documentation as may be required by federal, state or local tax laws, rules or regulations supporting his request that such amount is not required to be withheld, in which case SVP may, in its reasonable discretion, reduce such withholding amounts to the extent permitted by applicable laws, rules and regulations.

        12.        Validity and Construction. This Option shall be governed by and construed and enforced in accordance with the laws of the State of New York.

        13.        Amendment: This Agreement may be amended only in a writing signed on behalf of SVP and the Optionee.

        14.        Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to SVP, at its office address set forth at the beginning of this Agreement, Attention: Mr. Joseph Stilwell, or at such other address as SVP by notice to the Optionee may designate in writing from time to time; and if to the Optionee, at his address set forth at the beginning of this Agreement, or at such other address as the Optionee by notice to SVP may designate in writing from time to time. Notices shall be effective upon receipt.

        15.        Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successor, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

        16.        Reservation and Ownership of Option Shares. At all times during the period the Option is exercisable SVP shall own and make available for transfer on exercise of the Option a number of shares of Common Stock necessary to satisfy its obligations under the terms of this Option Agreement.

        IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of the date set forth above.

STILWELL VALUE PARTNERS III, L.P.

By: Stilwell Value LLC

By /s/ Joseph Stilwell
Joseph Stilwell
Managing Member

ACCEPTED:

/s/ Gregory Noonan
Gregory Noonan

Nominee Agreement

        This Nominee Agreement is made this 9^th day of January, 2006, among Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”), having its offices at 26 Broadway, 23^rd Floor, New York, New York 10014, and Spencer Schneider, residing at 10 Waterside Plaza, New York, NY 10010 (“Nominee”).

        WHEREAS, Stilwell Value Partners III is the beneficial owner of in excess of 100,000 shares of common stock of SCPIE Holdings, Inc. (“SKP”) and may solicit proxies in order to nominate as many directors as permitted under the law to SKP’s Board of Directors at the 2006 annual shareholders meeting, such nomination being in opposition to SKP’s management’s slate of nominees;

        WHEREAS, Stilwell desires to nominate Schneider to SKP’s Board and Schneider desires to sit on SKP’s Board;

        NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

    1.        Nominee hereby agrees to have his name placed in nomination by Stilwell Value Partners III to sit as a director of SKP, and for that purpose, understands and agrees that Stilwell Value Partners III may solicit proxies from shareholders to enable Stilwell Value Partners III to vote their shares for Nominee. Simultaneous with the execution of this Agreement, Nominee shall deliver his written consent to be named in a Stilwell Group proxy statement and to serve as a director of SKP if elected, a copy of which is attached hereto as Exhibit A.

    2.        In consideration thereof, Stilwell Value Partners III, L.P. hereby grants Nominee an option to purchase up to thirty thousand (30,000) shares of SKP common stock on the terms set forth in the stock option agreement annexed hereto as Exhibit B. The exercise price shall be $22.50.

    3.        Stilwell Value Partners III shall reimburse all of Nominee’s actual expenses incurred in connection with the nomination process, including telephone, postage, and travel, however, it being understood that should Nominee be elected as a director, he shall request that SKP reimburse his expenses for attending meetings.

    4.        Stilwell Value Partners III hereby indemnifies and holds the Nominee harmless for all damages and expenses incurred in connection with agreeing to have his name placed in nomination and to have proxies solicited in order to elect him to the Board of Directors of SKP. In addition, Stilwell Value Partners III hereby indemnifies Nominee to the same extent and scope as he is entitled to indemnification pursuant to SKP’s corporate documents or otherwise by law, but Nominee shall first seek indemnification from SKP before he is entitled to be indemnified by Stilwell Value Partners III. If SKP fails or refuses to indemnify or to advance expenses to Nominee upon Nominee’s request for indemnification or reimbursement of expenses, Stilwell Value Partners III shall cover and advance payments to Nominee, but Nominee shall continue to make reasonable efforts to seek payment from SKP and, to the extent he recovers any amounts from SKP, shall reimburse Stilwell Value Partners III. Nominee shall give Stilwell Value Partners III notice of the occurrence of an event as to which he believes he is entitled to indemnification no later than 20 days after Nominee has knowledge of a claim which has been asserted or threatened. Stilwell Value Partners III retains the sole right to select and retain counsel for Nominee.

    5.        Nominee understands that this Agreement may be publicly disclosed by Stilwell Value Partners III.

    6.        This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

STILWELL VALUE PARTNERS III, L.P.

By:  STILWELL VALUE LLC
        General Partner

/s/ Joseph Stilwell
By:   Joseph Stilwell
        Managing and Sole Member

SPENCER SCHNEIDER

/s/ Spencer Schneider

Exhibit A to Schneider Nominee Agreement

Consent of Proposed Nominee

        I, Spencer Schneider, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Spencer Schneider     

        Spencer Schneider

Dated: 1/9/06

Exhibit B to Schneider Nomination Agreement

Stock Option Agreement

        THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of January 9, 2006, by and between Stilwell Value Partners III, L.P., a Delaware limited partnership with offices at 26 Broadway, 23^rd floor, New York, New York 10004 (“SVP”), and Spencer Schneider, residing at 10 Waterside Plaza, New York, NY 10010 (the “Optionee”).

        WHEREAS, SVP owns in excess of 100,000 shares of the Common Stock (the "Common Stock"), of SCPIE Holdings Inc. ("SKP"); and

        WHEREAS, SVP and certain other parties, acting as a group (the "Stilwell Group"), may solicit proxies for a person or persons nominated by SVP and its affiliates for election to the Board of Directors of SKP (the "Board"); and

        WHEREAS, Optionee has consented to his nomination by the Stilwell Group to the Board and has concurrently with the execution of this Stock Option Agreement entered into a Nominee Agreement with the Stilwell Group (the "Nominee Agreement"); and

        WHEREAS, in consideration of the agreements of Optionee in the Nominee Agreement to stand for election to the Board and to serve if elected, SVP considers it desirable and in its best interests that the Optionee be granted the option to purchase up to an aggregate of Thirty Thousand (30,000) shares of the Common Stock owned by SVP (the "Option Shares"), upon the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

        1.        Grant of Option. SVP hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of the Option Shares on the terms and conditions set forth herein. The Option shall vest and become exercisable as set forth in Section 4, and the number of shares may be adjusted pursuant to Section 6 hereunder.

        2.        Purchase Price. The purchase price per share of the Option Shares covered by the Option shall be equal to $22.50 per Option Share (subject to adjustment as provided in Section 9 below) (the "Purchase Price").

        3.        Certain Defined Terms. As used in this Option Agreement, the following terms shall have the following meanings:

        (a)        Closing Sale Price shall mean on any particular date the closing sale price per share of Common Stock on such date on the NYSE, or if there is no such price on such date, then the closing sale price on the NYSE on the date nearest preceding such date.

        (b)        Expiration Date shall mean the date which is five years after the Vesting Date, or such earlier date on which this Option may terminate in accordance with Section 7, or such other date as the parties mutually agree in writing.

        (c)        Vesting Date shall mean the date on which the Optionee is seated on the Board.

        4.        Vesting and Exercisability of the Option. The Option shall vest and become exercisable at the Vesting Date, and thereafter shall be exercisable at any time or from time to time in whole or in part on or prior to the Expiration Date.

        5.        Method of Exercising Option.

        (a)        The Optionee may exercise the Option in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to SVP, specifying therein the number of Option Shares which the Optionee then elects to purchase or with respect to which the Option is being exercised, accompanied by payment of the full Purchase Price for the Option Shares being purchased. The notice of exercise, accompanied by such payment, shall be delivered to SVP at its principal business office. The date on which the notice is given to SVP is hereinafter referred to as the "Date of Exercise." In no event may the Option granted hereunder be exercised for a fraction of an Option Share.

        (b)        The Optionee may pay the Purchase Price in one of the following manners:

        (i)        Cash Exercise. The Optionee shall deliver the Purchase Price to SVP in cash or by certified check or bank check or wire transfer of immediately available funds.

        (ii)        Cashless Exercise. The Optionee shall surrender this Option to SVP together with a notice of cashless exercise, in which event SVP shall issue to the Optionee the number of Option Shares determined as follows:

        X = (Y* (A-B))/A         

        where:       

        X = the number of Option Shares to be issued to the Optionee;                

        Y = the number of Option Shares with respect to which this Option is being exercised;

        A = the average of the Closing Sale Prices of the Common Stock for the five (5) trading days immediately prior to (but not including)        the Date of Exercise.

        B = the Purchase Price (as adjusted to the date of such calculation).        

        (c)        As soon as practicable after receipt by SVP of a notice of exercise and of payment in full of the Purchase Price of all the Option Shares with respect to which the Option has been exercised, SVP shall transfer the Option Shares being purchased to the Optionee.

        6.        Adjusted Option Shares. The number of Option Shares granted hereunder shall be reduced by an amount equal to fifty percent (50%) of the value of all common stock options and common stock grants received by Nominee from SKP prior to the Exercise Date, including any stock options that were exercised prior to the Exercise Date (the "Grant Shares"); the number of Option Shares resulting after computing the foregoing reduction shall be referred to hereinafter as

the "Adjusted Option Shares". By way of illustration, the Adjusted Option Shares is calculated as follows: Assume (for ease of illustration) the Purchase Price hereunder is $10.00 and the option exercise price on Grant Shares received from SKP is $14.00. Assume (for ease of illustration) the number of Option Shares hereunder is 2,000 and the number of Grant Shares covered by options granted by SKP is 1,000. Assume the value of "A" used in the equation in Section 5(b)(ii) above is $20.00. Under this illustration, the adjustment value ("Adjustment Value") shall equal 50% of $6.00 ($6.00 being the value of the options received from SKP as of the Exercise Date based on the spread between "A" and the option exercise price), or $3.00 per share. To further calculate the Adjusted Option Shares, subtract the product of the Adjustment Value and the number of Grant Shares from the product of the Purchase Price hereunder and the number of Option Shares granted hereunder. Thus,

        ($10*2,000) - - ($3*1,000) = $20,000 - $3,000 = $17,000.

Divide the resulting figure by the Purchase Price hereunder to yield the number of Adjusted Option Shares:

        $17,000/$10 = 1,700 shares

To determine the Adjusted Option Shares with respect to Grant Shares subject to stock grants (as opposed to options) received by the Optionee from SKP, use the above formula except that the Adjustment Value shall equal 50% of the market price of such Grant Shares as of the Exercise Date.

Unvested Grant Shares shall not be considered in determining the Adjusted Option Shares. Additionally, in no case shall the calculation of Adjusted Option Shares result in a negative figure whereby Nominee would owe anything to SVP.

        7.        Termination of Option. Except as otherwise stated herein, the Option, to the extent not theretofore exercised, shall terminate on the Expiration Date or, if earlier, upon the first of the occurrence of any of the following events, unless SVP otherwise elects in writing:

        (a)        In the event of Optionee's withdrawal from the election for the Board;

        (b)        In the event of Optionee becoming ineligible to be elected to the Board for any reason; or

        (c)        In the event of Optionee's resignation from the Board or removal from the Board.

        8.        Adjustments. If prior to the exercise of any portion of the Option SKP shall have effected one or more stock splits, reverse stock splits, stock dividends, stock combinations, reclassifications, recapitalizations or similar events, the number of Option Shares subject to this Option and the Purchase Price shall be equitably adjusted as determined by SVP in good faith. SVP shall give notice of each adjustment or readjustment of the Purchase Price or the number of Option Shares to the Optionee.

        9.        Restrictions. The holder of this Option, by acceptance hereof, represents, warrants and covenants that this Option and the right to purchase the Option Shares is personal to the holder and shall not be transferred to any other person, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time and from time to time, transfer all or any part of his rights under this Option and the right to purchase the Option Shares in accordance with the terms of this Option Agreement to his spouse or children, or to a trust created by the Optionee for the benefit of the Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and in which the Optionee or members of his immediate family beneficially own all of the economic interests.

        10.        No Rights as Optionee. Nothing contained herein shall be construed to confer upon the Optionee any right to be nominated by the Stilwell Group to the Board or, if elected, to continue to serve on the Board.

        11.        Withholding. In the event that the Optionee elects to exercise this Option or any part thereof, and if SVP shall be required to withhold any amounts by reason of any federal, state or local tax laws, rules or regulations in respect of the issuance of Option Shares to the Optionee pursuant to the Option, SVP shall be entitled to deduct and withhold such amounts from any payments to be made to the Optionee. In any event, the Optionee shall make available to SVP promptly when requested by SVP sufficient funds to meet the requirements of such withholding; and SVP shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to SVP out of any funds or property due or to become due to the Optionee. Notwithstanding the foregoing, the Optionee may request SVP not to withhold any or all of the amounts otherwise required to be withheld; provided that the Optionee provides SVP with sufficient documentation as may be required by federal, state or local tax laws, rules or regulations supporting his request that such amount is not required to be withheld, in which case SVP may, in its reasonable discretion, reduce such withholding amounts to the extent permitted by applicable laws, rules and regulations.

        12.        Validity and Construction. This Option shall be governed by and construed and enforced in accordance with the laws of the State of New York.

        13.        Amendment: This Agreement may be amended only in a writing signed on behalf of SVP and the Optionee.

        14.        Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to SVP, at its office address set forth at the beginning of this Agreement, Attention: Mr. Joseph Stilwell, or at such other address as SVP by notice to the Optionee may designate in writing from time to time; and if to the Optionee, at his address set forth at the beginning of this Agreement, or at such other address as the Optionee by notice to SVP may designate in writing from time to time. Notices shall be effective upon receipt.

        15.        Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successor, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

        16.        Reservation and Ownership of Option Shares. At all times during the period the Option is exercisable SVP shall own and make available for transfer on exercise of the Option a number of shares of Common Stock necessary to satisfy its obligations under the terms of this Option Agreement.

        IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of the date set forth above.

STILWELL VALUE PARTNERS III, L.P.

By: Stilwell Value LLC

By /s/ Joseph Stilwell
    Joseph Stilwell
    Managing Member

ACCEPTED:

/s/ Spencer Schneider
Spencer Schneider

Exhibit B to Notice of Intent to Nominate

Agreement with Enrico Sarli

Nominee Agreement

        This Nominee Agreement is made as of this 9^th day of January, 2006, among Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”), having its offices at 26 Broadway, 23^rd Floor, New York, New York 10014, and Enrico Sarli, residing at 45 Pennebrook Lane, Carmel, New York 10521 (“Nominee”).

        WHEREAS, Stilwell Value Partners III is the beneficial owner of in excess of 100,000 shares of common stock of SCPIE Holdings, Inc. (“SKP”) and intends to solicit proxies in order to nominate three directors to SKP’s Board of Directors at the 2006 annual shareholders meeting, such nomination being in opposition to SKP’s management’s slate of nominees;

        WHEREAS, Stilwell also desires to nominate Nominee as an alternate nominee to SKP’s Board for the 2006 annual shareholders meeting only;

        NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

    1.        Nominee hereby agrees to have his name placed in nomination by Stilwell Value Partners III as an alternate nominee to sit as a director of SKP for the 2006 annual shareholders meeting only, and for that purpose, understands and agrees that Stilwell Value Partners III may solicit proxies from shareholders to enable Stilwell Value Partners III to vote their shares for Nominee. Simultaneous with the execution of this Agreement, Nominee shall deliver his written consent to be named in a Stilwell Group nomination letter, proxy statement and to serve as a director of SKP if elected, a copy of which is attached hereto as Exhibit A.

    2.        In consideration hereof for agreeing to be named as an alternate nominee and to sit as a director if nominated and elected, Stilwell Value Partners III agrees that (a) if Nominee is seated as a director at the 2006 annual shareholders meeting, it shall grantNominee an option to purchase up to thirty thousand (30,000) shares of SKP common stock at the exercise price of be $22.50 per share, pursuant to an option agreement to be entered into, or (b) should Nominee not be seated as a director at the 2006 annual shareholder’s meeting, and does not withdraw his name from nomination, it shall pay Nominee $10,000.00

    3.        Stilwell Value Partners III shall reimburse all of Nominee’s actual expenses incurred in connection with the nomination process, including telephone, postage, and travel, however, it being understood that should Nominee be elected as a director, he shall request that SKP reimburse his expenses for attending meetings.

    4.        Stilwell Value Partners III hereby indemnifies and holds the Nominee harmless for all damages and expenses incurred in connection with agreeing to have his name placed in nomination and to have proxies solicited in order to elect him to the Board of Directors of SKP. In addition, Stilwell Value Partners III hereby indemnifies Nominee to the same extent and scope as he is entitled to indemnification pursuant to SKP’s corporate documents or otherwise by law, but Nominee shall first seek indemnification from SKP before he is entitled to be indemnified by Stilwell Value Partners III. If SKP fails or refuses to indemnify or to advance expenses to Nominee upon Nominee’s request for indemnification or reimbursement of expenses, Stilwell Value Partners III shall cover and advance payments to Nominee, but Nominee shall continue to make reasonable efforts to seek payment from SKP and, to the extent he recovers any amounts from SKP, shall reimburse Stilwell Value Partners III. Nominee shall give Stilwell Value Partners III notice of the occurrence of an event as to which he believes he is entitled to indemnification no later than 20 days after Nominee has knowledge of a claim which has been asserted or threatened. Stilwell Value Partners III retains the sole right to select and retain counsel for Nominee.

    5.        Nominee understands that this Agreement may be publicly disclosed by Stilwell Value Partners III.

    6.        This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

STILWELL VALUE PARTNERS III, L.P.
By: STILWELL VALUE LLC
      General Partner

/s/ Joseph Stilwell

By: Joseph Stilwell
      Managing and Sole Member

ENRICO SARLI

/s/ Enrico Sarli

Exhibit A to Sarli Nominee Agreement

Consent of Proposed Nominee

        I, Enrico Sarli, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Enrico Sarli     

        Enrico Sarli

Dated: 1/9/06

EX-99

EXHIBIT 4

SHAREHOLDER LIST DEMAND,
DATED JANUARY 17, 2006

STILWELL VALUE PARTNERS III, L.P.
26 Broadway, 23^rd Floor
New York, New York 10004
(212) 269-5800

January 17, 2006

By Federal Express, Messenger and Facsimile
SCPIE Holdings Inc.
1888 Century Park East
Los Angeles, California 90067

Attention: Joseph P. Henkes, Corporate Secretary

Re:     Request for Record of Shareholders

Dear Mr. Henkes:

        Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”) is the record owner of one hundred (100) shares of common stock of SCPIE Holdings Inc. (the “Company”). (A copy of the certificate of stock is enclosed herewith.) Pursuant to Section 220 of the Delaware General Corporation Law, Stilwell Value Partners III hereby demands that it be given the opportunity to inspect and copy, on January 25, 2006, during the usual hours for business, the following (collectively, the “Record of Shareholders”):

    1.        A complete record or list of the Company’s shareholders, certified by its transfer agent and setting forth the name and address of each shareholder of the Company and the number of shares of the Company’s common stock (“Common Stock”) registered in the name of each shareholder of the Company.

    2.        A magnetic computer tape list of the Company’s shareholders, setting forth the name and address of each shareholder and the number of shares of Common Stock registered in the name of each shareholder, together with any computer processing information that may be relevant to the use of such computer tape, and a printout of such magnetic computer tape for verification purposes.

    3.        All information in or which comes into the Company’s possession or control, or which can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of Common Stock, including a list of all owners who hold Common Stock in the name of Cede & Co. or other similar nominees and any respondent bank listings obtained pursuant to the requirements of Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a list or lists containing the name, address, and number of shares of Common Stock attributable to participants in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock or other comparable plan of the Company in which the voting of shares held by such plan is made, directly or indirectly, individually or collectively, by participants in such plan.

    4.        As promptly as practicable, any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks which are currently in effect.

    5.        All lists, tapes and other data in or which come into the possession or control of the Company, or which can reasonably be obtained pursuant to Rules 14b-1 and 14b-2 promulgated under the Exchange Act, which set forth the name and address of, and the number of shares owned by, each beneficial owner of Common Stock who has not objected to having his or her name disclosed (the “non-objecting beneficial owners” or ” NOBO” list).

    6.        A “stop transfer” list or stop list relating to the shares of Common Stock.

        For purposes of the foregoing demand, we request that the Company provide or otherwise make available all such information as of the most recent practicable date and, when available, as of the record date (the “Record Date”) for the 2006 annual meeting of shareholders of the Company (the “Meeting”). In addition, we further request that the Company provide or otherwise make available all additions, changes and corrections to any of the requested information from the Record Date until the Meeting. We agree to bear all reasonable costs incurred by the Company in connection with obtaining and furnishing the requested information and other materials.

        The purpose of this demand is to permit the undersigned to communicate with other shareholders of the Company and to solicit proxies from other shareholders of the Company for use at the Meeting to elect an alternate slate of directors.

        The undersigned will send Spencer L. Schneider, Esq. as its agent and attorney to conduct the requested inspection and copying of all requested information and other materials. Please advise Mr. Schneider (Tel: (212) 233-7400) as to the time and place that the requested information will be made available in accordance with this demand. As you are no doubt aware, under Section 220 you are required to respond to this request within five business days of the date of this demand letter.

Very truly yours,

/s/ Joseph Stilwell
Managing Member of Stilwell Value LLC,
General Partner of Stilwell Value
Partners III, L.P.

Copy to:
Donald J. Zuk
President and Chief Executive Officer

VERIFICATION

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

        I, Joseph Stilwell, am the Managing Member of Stilwell Value LLC, the General Partner of Stilwell Value Partners III, L.P., which is record owner of one hundred (100) shares of common stock of SCPIE Holdings Inc. I am authorized to execute the foregoing demand on behalf of Stilwell Value Partners III, L.P. The facts, statements and representations contained in the foregoing request for records are true and correct to the best of my knowledge and belief.

/s/ Joseph Stilwell     

        Joseph Stilwell

Sworn to before me this
17^th day of January, 2006

/s/ Notary Public
  Notary Public

EX-99

EXHIBIT 5

NOMINEE AND STOCK OPTION AGREEMENTS
WITH GREGORY NOONAN, DATED JANUARY 9, 2006

Nominee Agreement

        This Nominee Agreement is made this 9^th day of January, 2006, among Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”), having its offices at 26 Broadway, 23^rd Floor, New York, New York 10014, and Gregory Noonan, residing at 26 Inverness Court, White Plains, NY 10605 (“Nominee”).

        WHEREAS, Stilwell Value Partners III is the beneficial owner of in excess of 100,000 shares of common stock of SCPIE Holdings, Inc. (“SKP”) and may solicit proxies in order to nominate as many directors as permitted under the law to SKP’s Board of Directors at the 2006 annual shareholders meeting, such nomination being in opposition to SKP’s management’s slate of nominees;

        WHEREAS, Stilwell desires to nominate Noonan to SKP’s Board and Noonan desires to sit on SKP’s Board;

        NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

    1.        Nominee hereby agrees to have his name placed in nomination by Stilwell Value Partners III to sit as a director of SKP, and for that purpose, understands and agrees that Stilwell Value Partners III may solicit proxies from shareholders to enable Stilwell Value Partners III to vote their shares for Nominee. Simultaneous with the execution of this Agreement, Nominee shall deliver his written consent to be named in a Stilwell Group proxy statement and to serve as a director of SKP if elected, a copy of which is attached hereto as Exhibit A.

    2.        In consideration thereof, Stilwell Value Partners III, L.P. hereby grants Nominee an option to purchase up to thirty thousand (30,000) shares of SKP common stock on the terms set forth in the stock option agreement annexed hereto as Exhibit B. The exercise price shall be $22.50.

    3.        Stilwell Value Partners III shall reimburse all of Nominee’s actual expenses incurred in connection with the nomination process, including telephone, postage, and travel, however, it being understood that should Nominee be elected as a director, he shall request that SKP reimburse his expenses for attending meetings.

    4.        Stilwell Value Partners III hereby indemnifies and holds the Nominee harmless for all damages and expenses incurred in connection with agreeing to have his name placed in nomination and to have proxies solicited in order to elect him to the Board of Directors of SKP. In addition, Stilwell Value Partners III hereby indemnifies Nominee to the same extent and scope as he is entitled to indemnification pursuant to SKP’s corporate documents or otherwise by law, but Nominee shall first seek indemnification from SKP before he is entitled to be indemnified by Stilwell Value Partners III. If SKP fails or refuses to indemnify or to advance expenses to Nominee upon Nominee’s request for indemnification or reimbursement of expenses, Stilwell Value Partners III shall cover and advance payments to Nominee, but Nominee shall continue to make reasonable efforts to seek payment from SKP and, to the extent he recovers any amounts from SKP, shall reimburse Stilwell Value Partners III. Nominee shall give Stilwell Value Partners III notice of the occurrence of an event as to which he believes he is entitled to indemnification no later than 20 days after Nominee has knowledge of a claim which has been asserted or threatened. Stilwell Value Partners III retains the sole right to select and retain counsel for Nominee.

    5.        Nominee understands that this Agreement may be publicly disclosed by Stilwell Value Partners III.

    6.        This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

STILWELL VALUE PARTNERS III, L.P.

By:  Stilwell Value LLC
        General Partner

/s/ Joseph Stilwell     
By:   Joseph Stilwell
         Managing and Sole Member

GREGORY NOONAN

/s/ Gregory Noonan
         Gregory Noonan

Exhibit A to Noonan Nominee Agreement

Consent of Proposed Nominee

        I, Gregory Noonan, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Gregory Noonan     

        Gregory Noonan

Dated: 1-9-06

Exhibit B to Noonan Nominee Agreement

Stock Option Agreement

        THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of January 9, 2006, by and between Stilwell Value Partners III, L.P., a Delaware limited partnership with offices at 26 Broadway, 23^rd floor, New York, New York 10004 (“SVP”), and Gregory Noonan, residing at 26 Inverness Court, White Plains, NY 10605 (the “Optionee”).

        WHEREAS, SVP owns in excess of 100,000 shares of the Common Stock (the "Common Stock"), of SCPIE Holdings Inc. ("SKP"); and

        WHEREAS, SVP and certain other parties, acting as a group (the "Stilwell Group"), may solicit proxies for a person or persons nominated by SVP and its affiliates for election to the Board of Directors of SKP (the "Board"); and

        WHEREAS, Optionee has consented to his nomination by the Stilwell Group to the Board and has concurrently with the execution of this Stock Option Agreement entered into a Nominee Agreement with the Stilwell Group (the "Nominee Agreement"); and

        WHEREAS, in consideration of the agreements of Optionee in the Nominee Agreement to stand for election to the Board and to serve if elected, SVP considers it desirable and in its best interests that the Optionee be granted the option to purchase up to an aggregate of Thirty Thousand (30,000) shares of the Common Stock owned by SVP (the "Option Shares"), upon the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

        1.        Grant of Option. SVP hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of the Option Shares on the terms and conditions set forth herein. The Option shall vest and become exercisable as set forth in Section 4, and the number of shares may be adjusted pursuant to Section 6 hereunder.

        2.        Purchase Price. The purchase price per share of the Option Shares covered by the Option shall be equal to $22.50 per Option Share (subject to adjustment as provided in Section 9 below) (the "Purchase Price").

        3.        Certain Defined Terms. As used in this Option Agreement, the following terms shall have the following meanings:

        (a)        Closing Sale Price shall mean on any particular date the closing sale price per share of Common Stock on such date on the NYSE, or if there is no such price on such date, then the closing sale price on the NYSE on the date nearest preceding such date.

        (b)        Expiration Date shall mean the date which is five years after the Vesting Date, or such earlier date on which this Option may terminate in accordance with Section 7, or such other date as the parties mutually agree in writing.

        (c)        Vesting Date shall mean the date on which the Optionee is seated on the Board.

        4.        Vesting and Exercisability of the Option. The Option shall vest and become exercisable at the Vesting Date, and thereafter shall be exercisable at any time or from time to time in whole or in part on or prior to the Expiration Date.

        5.        Method of Exercising Option.

        (a)        The Optionee may exercise the Option in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to SVP, specifying therein the number of Option Shares which the Optionee then elects to purchase or with respect to which the Option is being exercised, accompanied by payment of the full Purchase Price for the Option Shares being purchased. The notice of exercise, accompanied by such payment, shall be delivered to SVP at its principal business office. The date on which the notice is given to SVP is hereinafter referred to as the "Date of Exercise." In no event may the Option granted hereunder be exercised for a fraction of an Option Share.

        (b)        The Optionee may pay the Purchase Price in one of the following manners:

        (i)        Cash Exercise. The Optionee shall deliver the Purchase Price to SVP in cash or by certified check or bank check or wire transfer of immediately available funds.

        (ii)        Cashless Exercise. The Optionee shall surrender this Option to SVP together with a notice of cashless exercise, in which event SVP shall issue to the Optionee the number of Option Shares determined as follows:

        X = (Y* (A-B))/A         

        where:       

        X = the number of Option Shares to be issued to the Optionee;                

        Y = the number of Option Shares with respect to which this Option is being exercised;

        A = the average of the Closing Sale Prices of the Common Stock for the five (5) trading days immediately prior to (but not including)        the Date of Exercise.

        B = the Purchase Price (as adjusted to the date of such calculation).        

        (c)        As soon as practicable after receipt by SVP of a notice of exercise and of payment in full of the Purchase Price of all the Option Shares with respect to which the Option has been exercised, SVP shall transfer the Option Shares being purchased to the Optionee.

        6.        Adjusted Option Shares. The number of Option Shares granted hereunder shall be reduced by an amount equal to fifty percent (50%) of the value of all common stock options and common stock grants received by Nominee from SKP prior to the Exercise Date, including any stock options that were exercised prior to the Exercise Date (the "Grant Shares"); the number of Option Shares resulting after computing the foregoing reduction shall be referred to hereinafter as

the "Adjusted Option Shares". By way of illustration, the Adjusted Option Shares is calculated as follows: Assume (for ease of illustration) the Purchase Price hereunder is $10.00 and the option exercise price on Grant Shares received from SKP is $14.00. Assume (for ease of illustration) the number of Option Shares hereunder is 2,000 and the number of Grant Shares covered by options granted by SKP is 1,000. Assume the value of "A" used in the equation in Section 5(b)(ii) above is $20.00. Under this illustration, the adjustment value ("Adjustment Value") shall equal 50% of $6.00 ($6.00 being the value of the options received from SKP as of the Exercise Date based on the spread between "A" and the option exercise price), or $3.00 per share. To further calculate the Adjusted Option Shares, subtract the product of the Adjustment Value and the number of Grant Shares from the product of the Purchase Price hereunder and the number of Option Shares granted hereunder. Thus,

        ($10*2,000) - - ($3*1,000) = $20,000 - $3,000 = $17,000.

Divide the resulting figure by the Purchase Price hereunder to yield the number of Adjusted Option Shares:

        $17,000/$10 = 1,700 shares

To determine the Adjusted Option Shares with respect to Grant Shares subject to stock grants (as opposed to options) received by the Optionee from SKP, use the above formula except that the Adjustment Value shall equal 50% of the market price of such Grant Shares as of the Exercise Date.

Unvested Grant Shares shall not be considered in determining the Adjusted Option Shares. Additionally, in no case shall the calculation of Adjusted Option Shares result in a negative figure whereby Nominee would owe anything to SVP.

        7.        Termination of Option. Except as otherwise stated herein, the Option, to the extent not theretofore exercised, shall terminate on the Expiration Date or, if earlier, upon the first of the occurrence of any of the following events, unless SVP otherwise elects in writing:

        (a)        In the event of Optionee's withdrawal from the election for the Board;

        (b)        In the event of Optionee becoming ineligible to be elected to the Board for any reason; or

        (c)        In the event of Optionee's resignation from the Board or removal from the Board.

        8.        Adjustments. If prior to the exercise of any portion of the Option SKP shall have effected one or more stock splits, reverse stock splits, stock dividends, stock combinations, reclassifications, recapitalizations or similar events, the number of Option Shares subject to this Option and the Purchase Price shall be equitably adjusted as determined by SVP in good faith. SVP shall give notice of each adjustment or readjustment of the Purchase Price or the number of Option Shares to the Optionee.

        9.        Restrictions. The holder of this Option, by acceptance hereof, represents, warrants and covenants that this Option and the right to purchase the Option Shares is personal to the holder and shall not be transferred to any other person, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time and from time to time, transfer all or any part of his rights under this Option and the right to purchase the Option Shares in accordance with the terms of this Option Agreement to his spouse or children, or to a trust created by the Optionee for the benefit of the Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and in which the Optionee or members of his immediate family beneficially own all of the economic interests.

        10.        No Rights as Optionee. Nothing contained herein shall be construed to confer upon the Optionee any right to be nominated by the Stilwell Group to the Board or, if elected, to continue to serve on the Board.

        11.        Withholding. In the event that the Optionee elects to exercise this Option or any part thereof, and if SVP shall be required to withhold any amounts by reason of any federal, state or local tax laws, rules or regulations in respect of the issuance of Option Shares to the Optionee pursuant to the Option, SVP shall be entitled to deduct and withhold such amounts from any payments to be made to the Optionee. In any event, the Optionee shall make available to SVP promptly when requested by SVP sufficient funds to meet the requirements of such withholding; and SVP shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to SVP out of any funds or property due or to become due to the Optionee. Notwithstanding the foregoing, the Optionee may request SVP not to withhold any or all of the amounts otherwise required to be withheld; provided that the Optionee provides SVP with sufficient documentation as may be required by federal, state or local tax laws, rules or regulations supporting his request that such amount is not required to be withheld, in which case SVP may, in its reasonable discretion, reduce such withholding amounts to the extent permitted by applicable laws, rules and regulations.

        12.        Validity and Construction. This Option shall be governed by and construed and enforced in accordance with the laws of the State of New York.

        13.        Amendment: This Agreement may be amended only in a writing signed on behalf of SVP and the Optionee.

        14.        Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to SVP, at its office address set forth at the beginning of this Agreement, Attention: Mr. Joseph Stilwell, or at such other address as SVP by notice to the Optionee may designate in writing from time to time; and if to the Optionee, at his address set forth at the beginning of this Agreement, or at such other address as the Optionee by notice to SVP may designate in writing from time to time. Notices shall be effective upon receipt.

        15.        Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successor, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

        16.        Reservation and Ownership of Option Shares. At all times during the period the Option is exercisable SVP shall own and make available for transfer on exercise of the Option a number of shares of Common Stock necessary to satisfy its obligations under the terms of this Option Agreement.

        IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of the date set forth above.

STILWELL VALUE PARTNERS III, L.P.

By: Stilwell Value LLC

By /s/ Joseph Stilwell
Joseph Stilwell
Managing Member

ACCEPTED:

/s/ Gregory Noonan
Gregory Noonan

EX-99

EXHIBIT 6

NOMINEE AND STOCK OPTION AGREEMENTS
WITH SPENCER L. SCHNEIDER, DATED JANUARY 9, 2006

Nominee Agreement

        This Nominee Agreement is made this 9^th day of January, 2006, among Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”), having its offices at 26 Broadway, 23^rd Floor, New York, New York 10014, and Spencer Schneider, residing at 10 Waterside Plaza, New York, NY 10010 (“Nominee”).

        WHEREAS, Stilwell Value Partners III is the beneficial owner of in excess of 100,000 shares of common stock of SCPIE Holdings, Inc. (“SKP”) and may solicit proxies in order to nominate as many directors as permitted under the law to SKP’s Board of Directors at the 2006 annual shareholders meeting, such nomination being in opposition to SKP’s management’s slate of nominees;

        WHEREAS, Stilwell desires to nominate Schneider to SKP’s Board and Schneider desires to sit on SKP’s Board;

        NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

    1.        Nominee hereby agrees to have his name placed in nomination by Stilwell Value Partners III to sit as a director of SKP, and for that purpose, understands and agrees that Stilwell Value Partners III may solicit proxies from shareholders to enable Stilwell Value Partners III to vote their shares for Nominee. Simultaneous with the execution of this Agreement, Nominee shall deliver his written consent to be named in a Stilwell Group proxy statement and to serve as a director of SKP if elected, a copy of which is attached hereto as Exhibit A.

    2.        In consideration thereof, Stilwell Value Partners III, L.P. hereby grants Nominee an option to purchase up to thirty thousand (30,000) shares of SKP common stock on the terms set forth in the stock option agreement annexed hereto as Exhibit B. The exercise price shall be $22.50.

    3.        Stilwell Value Partners III shall reimburse all of Nominee’s actual expenses incurred in connection with the nomination process, including telephone, postage, and travel, however, it being understood that should Nominee be elected as a director, he shall request that SKP reimburse his expenses for attending meetings.

    4.        Stilwell Value Partners III hereby indemnifies and holds the Nominee harmless for all damages and expenses incurred in connection with agreeing to have his name placed in nomination and to have proxies solicited in order to elect him to the Board of Directors of SKP. In addition, Stilwell Value Partners III hereby indemnifies Nominee to the same extent and scope as he is entitled to indemnification pursuant to SKP’s corporate documents or otherwise by law, but Nominee shall first seek indemnification from SKP before he is entitled to be indemnified by Stilwell Value Partners III. If SKP fails or refuses to indemnify or to advance expenses to Nominee upon Nominee’s request for indemnification or reimbursement of expenses, Stilwell Value Partners III shall cover and advance payments to Nominee, but Nominee shall continue to make reasonable efforts to seek payment from SKP and, to the extent he recovers any amounts from SKP, shall reimburse Stilwell Value Partners III. Nominee shall give Stilwell Value Partners III notice of the occurrence of an event as to which he believes he is entitled to indemnification no later than 20 days after Nominee has knowledge of a claim which has been asserted or threatened. Stilwell Value Partners III retains the sole right to select and retain counsel for Nominee.

    5.        Nominee understands that this Agreement may be publicly disclosed by Stilwell Value Partners III.

    6.        This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

STILWELL VALUE PARTNERS III, L.P.

By:  STILWELL VALUE LLC
        General Partner

/s/ Joseph Stilwell
By:   Joseph Stilwell
        Managing and Sole Member

SPENCER SCHNEIDER

/s/ Spencer Schneider

Exhibit A to Schneider Nominee Agreement

Consent of Proposed Nominee

        I, Spencer Schneider, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Spencer Schneider     

        Spencer Schneider

Dated 1/9/06

Exhibit B to Schneider Nominee Agreement

Stock Option Agreement

        THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of January 9, 2006, by and between Stilwell Value Partners III, L.P., a Delaware limited partnership with offices at 26 Broadway, 23^rd floor, New York, New York 10004 (“SVP”), and Spencer Schneider, residing at 10 Waterside Plaza, New York, NY 10010 (the “Optionee”).

        WHEREAS, SVP owns in excess of 100,000 shares of the Common Stock (the "Common Stock"), of SCPIE Holdings Inc. ("SKP"); and

        WHEREAS, SVP and certain other parties, acting as a group (the "Stilwell Group"), may solicit proxies for a person or persons nominated by SVP and its affiliates for election to the Board of Directors of SKP (the "Board"); and

        WHEREAS, Optionee has consented to his nomination by the Stilwell Group to the Board and has concurrently with the execution of this Stock Option Agreement entered into a Nominee Agreement with the Stilwell Group (the "Nominee Agreement"); and

        WHEREAS, in consideration of the agreements of Optionee in the Nominee Agreement to stand for election to the Board and to serve if elected, SVP considers it desirable and in its best interests that the Optionee be granted the option to purchase up to an aggregate of Thirty Thousand (30,000) shares of the Common Stock owned by SVP (the "Option Shares"), upon the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

        1.        Grant of Option. SVP hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of the Option Shares on the terms and conditions set forth herein. The Option shall vest and become exercisable as set forth in Section 4, and the number of shares may be adjusted pursuant to Section 6 hereunder.

        2.        Purchase Price. The purchase price per share of the Option Shares covered by the Option shall be equal to $22.50 per Option Share (subject to adjustment as provided in Section 9 below) (the "Purchase Price").

        3.        Certain Defined Terms. As used in this Option Agreement, the following terms shall have the following meanings:

        (a)        Closing Sale Price shall mean on any particular date the closing sale price per share of Common Stock on such date on the NYSE, or if there is no such price on such date, then the closing sale price on the NYSE on the date nearest preceding such date.

        (b)        Expiration Date shall mean the date which is five years after the Vesting Date, or such earlier date on which this Option may terminate in accordance with Section 7, or such other date as the parties mutually agree in writing.

        (c)        Vesting Date shall mean the date on which the Optionee is seated on the Board.

        4.        Vesting and Exercisability of the Option. The Option shall vest and become exercisable at the Vesting Date, and thereafter shall be exercisable at any time or from time to time in whole or in part on or prior to the Expiration Date.

        5.        Method of Exercising Option.

        (a)        The Optionee may exercise the Option in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to SVP, specifying therein the number of Option Shares which the Optionee then elects to purchase or with respect to which the Option is being exercised, accompanied by payment of the full Purchase Price for the Option Shares being purchased. The notice of exercise, accompanied by such payment, shall be delivered to SVP at its principal business office. The date on which the notice is given to SVP is hereinafter referred to as the "Date of Exercise." In no event may the Option granted hereunder be exercised for a fraction of an Option Share.

        (b)        The Optionee may pay the Purchase Price in one of the following manners:

        (i)        Cash Exercise. The Optionee shall deliver the Purchase Price to SVP in cash or by certified check or bank check or wire transfer of immediately available funds.

        (ii)        Cashless Exercise. The Optionee shall surrender this Option to SVP together with a notice of cashless exercise, in which event SVP shall issue to the Optionee the number of Option Shares determined as follows:

        X = (Y* (A-B))/A         

        where:       

        X = the number of Option Shares to be issued to the Optionee;                

        Y = the number of Option Shares with respect to which this Option is being exercised;

        A = the average of the Closing Sale Prices of the Common Stock for the five (5) trading days immediately prior to (but not including)        the Date of Exercise.

        B = the Purchase Price (as adjusted to the date of such calculation).        

        (c)        As soon as practicable after receipt by SVP of a notice of exercise and of payment in full of the Purchase Price of all the Option Shares with respect to which the Option has been exercised, SVP shall transfer the Option Shares being purchased to the Optionee.

        6.        Adjusted Option Shares. The number of Option Shares granted hereunder shall be reduced by an amount equal to fifty percent (50%) of the value of all common stock options and common stock grants received by Nominee from SKP prior to the Exercise Date, including any stock options that were exercised prior to the Exercise Date (the "Grant Shares"); the number of Option Shares resulting after computing the foregoing reduction shall be referred to hereinafter as

the "Adjusted Option Shares". By way of illustration, the Adjusted Option Shares is calculated as follows: Assume (for ease of illustration) the Purchase Price hereunder is $10.00 and the option exercise price on Grant Shares received from SKP is $14.00. Assume (for ease of illustration) the number of Option Shares hereunder is 2,000 and the number of Grant Shares covered by options granted by SKP is 1,000. Assume the value of "A" used in the equation in Section 5(b)(ii) above is $20.00. Under this illustration, the adjustment value ("Adjustment Value") shall equal 50% of $6.00 ($6.00 being the value of the options received from SKP as of the Exercise Date based on the spread between "A" and the option exercise price), or $3.00 per share. To further calculate the Adjusted Option Shares, subtract the product of the Adjustment Value and the number of Grant Shares from the product of the Purchase Price hereunder and the number of Option Shares granted hereunder. Thus,

        ($10*2,000) - - ($3*1,000) = $20,000 - $3,000 = $17,000.

Divide the resulting figure by the Purchase Price hereunder to yield the number of Adjusted Option Shares:

        $17,000/$10 = 1,700 shares

To determine the Adjusted Option Shares with respect to Grant Shares subject to stock grants (as opposed to options) received by the Optionee from SKP, use the above formula except that the Adjustment Value shall equal 50% of the market price of such Grant Shares as of the Exercise Date.

Unvested Grant Shares shall not be considered in determining the Adjusted Option Shares. Additionally, in no case shall the calculation of Adjusted Option Shares result in a negative figure whereby Nominee would owe anything to SVP.

        7.        Termination of Option. Except as otherwise stated herein, the Option, to the extent not theretofore exercised, shall terminate on the Expiration Date or, if earlier, upon the first of the occurrence of any of the following events, unless SVP otherwise elects in writing:

        (a)        In the event of Optionee's withdrawal from the election for the Board;

        (b)        In the event of Optionee becoming ineligible to be elected to the Board for any reason; or

        (c)        In the event of Optionee's resignation from the Board or removal from the Board.

        8.        Adjustments. If prior to the exercise of any portion of the Option SKP shall have effected one or more stock splits, reverse stock splits, stock dividends, stock combinations, reclassifications, recapitalizations or similar events, the number of Option Shares subject to this Option and the Purchase Price shall be equitably adjusted as determined by SVP in good faith. SVP shall give notice of each adjustment or readjustment of the Purchase Price or the number of Option Shares to the Optionee.

        9.        Restrictions. The holder of this Option, by acceptance hereof, represents, warrants and covenants that this Option and the right to purchase the Option Shares is personal to the holder and shall not be transferred to any other person, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time and from time to time, transfer all or any part of his rights under this Option and the right to purchase the Option Shares in accordance with the terms of this Option Agreement to his spouse or children, or to a trust created by the Optionee for the benefit of the Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and in which the Optionee or members of his immediate family beneficially own all of the economic interests.

        10.        No Rights as Optionee. Nothing contained herein shall be construed to confer upon the Optionee any right to be nominated by the Stilwell Group to the Board or, if elected, to continue to serve on the Board.

        11.        Withholding. In the event that the Optionee elects to exercise this Option or any part thereof, and if SVP shall be required to withhold any amounts by reason of any federal, state or local tax laws, rules or regulations in respect of the issuance of Option Shares to the Optionee pursuant to the Option, SVP shall be entitled to deduct and withhold such amounts from any payments to be made to the Optionee. In any event, the Optionee shall make available to SVP promptly when requested by SVP sufficient funds to meet the requirements of such withholding; and SVP shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to SVP out of any funds or property due or to become due to the Optionee. Notwithstanding the foregoing, the Optionee may request SVP not to withhold any or all of the amounts otherwise required to be withheld; provided that the Optionee provides SVP with sufficient documentation as may be required by federal, state or local tax laws, rules or regulations supporting his request that such amount is not required to be withheld, in which case SVP may, in its reasonable discretion, reduce such withholding amounts to the extent permitted by applicable laws, rules and regulations.

        12.        Validity and Construction. This Option shall be governed by and construed and enforced in accordance with the laws of the State of New York.

        13.        Amendment: This Agreement may be amended only in a writing signed on behalf of SVP and the Optionee.

        14.        Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to SVP, at its office address set forth at the beginning of this Agreement, Attention: Mr. Joseph Stilwell, or at such other address as SVP by notice to the Optionee may designate in writing from time to time; and if to the Optionee, at his address set forth at the beginning of this Agreement, or at such other address as the Optionee by notice to SVP may designate in writing from time to time. Notices shall be effective upon receipt.

        15.        Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successor, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

        16.        Reservation and Ownership of Option Shares. At all times during the period the Option is exercisable SVP shall own and make available for transfer on exercise of the Option a number of shares of Common Stock necessary to satisfy its obligations under the terms of this Option Agreement.

        IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of the date set forth above.

STILWELL VALUE PARTNERS III, L.P.

By: Stilwell Value LLC

By /s/ Joseph Stilwell
     Joseph Stilwell
     Managing Member

ACCEPTED:

/s/ Spencer Schneider
Spencer Schneider

EX-99

EXHIBIT 7

NOMINEE AGREEMENT WITH
ENRICO SARLI, DATED JANUARY 9, 2006

Nominee Agreement

        This Nominee Agreement is made as of this 9^th day of January, 2006, among Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”), having its offices at 26 Broadway, 23^rd Floor, New York, New York 10014, and Enrico Sarli, residing at 45 Pennebrook Lane, Carmel, New York 10521 (“Nominee”).

        WHEREAS, Stilwell Value Partners III is the beneficial owner of in excess of 100,000 shares of common stock of SCPIE Holdings, Inc. (“SKP”) and intends to solicit proxies in order to nominate three directors to SKP’s Board of Directors at the 2006 annual shareholders meeting, such nomination being in opposition to SKP’s management’s slate of nominees;

        WHEREAS, Stilwell also desires to nominate Nominee as an alternate nominee to SKP’s Board for the 2006 annual shareholders meeting only;

        NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

    1.        Nominee hereby agrees to have his name placed in nomination by Stilwell Value Partners III as an alternate nominee to sit as a director of SKP for the 2006 annual shareholders meeting only, and for that purpose, understands and agrees that Stilwell Value Partners III may solicit proxies from shareholders to enable Stilwell Value Partners III to vote their shares for Nominee. Simultaneous with the execution of this Agreement, Nominee shall deliver his written consent to be named in a Stilwell Group nomination letter, proxy statement and to serve as a director of SKP if elected, a copy of which is attached hereto as Exhibit A.

    2.        In consideration hereof for agreeing to be named as an alternate nominee and to sit as a director if nominated and elected, Stilwell Value Partners III agrees that (a) if Nominee is seated as a director at the 2006 annual shareholders meeting, it shall grantNominee an option to purchase up to thirty thousand (30,000) shares of SKP common stock at the exercise price of be $22.50 per share, pursuant to an option agreement to be entered into, or (b) should Nominee not be seated as a director at the 2006 annual shareholder’s meeting, and does not withdraw his name from nomination, it shall pay Nominee $10,000.00

    3.        Stilwell Value Partners III shall reimburse all of Nominee’s actual expenses incurred in connection with the nomination process, including telephone, postage, and travel, however, it being understood that should Nominee be elected as a director, he shall request that SKP reimburse his expenses for attending meetings.

    4.        Stilwell Value Partners III hereby indemnifies and holds the Nominee harmless for all damages and expenses incurred in connection with agreeing to have his name placed in nomination and to have proxies solicited in order to elect him to the Board of Directors of SKP. In addition, Stilwell Value Partners III hereby indemnifies Nominee to the same extent and scope as he is entitled to indemnification pursuant to SKP’s corporate documents or otherwise by law, but Nominee shall first seek indemnification from SKP before he is entitled to be indemnified by Stilwell Value Partners III. If SKP fails or refuses to indemnify or to advance expenses to Nominee upon Nominee’s request for indemnification or reimbursement of expenses, Stilwell Value Partners III shall cover and advance payments to Nominee, but Nominee shall continue to make reasonable efforts to seek payment from SKP and, to the extent he recovers any amounts from SKP, shall reimburse Stilwell Value Partners III. Nominee shall give Stilwell Value Partners III notice of the occurrence of an event as to which he believes he is entitled to indemnification no later than 20 days after Nominee has knowledge of a claim which has been asserted or threatened. Stilwell Value Partners III retains the sole right to select and retain counsel for Nominee.

    5.        Nominee understands that this Agreement may be publicly disclosed by Stilwell Value Partners III.

    6.        This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

STILWELL VALUE PARTNERS III, L.P.
By: STILWELL VALUE LLC
      General Partner

/s/ Joseph Stilwell

By: Joseph Stilwell
      Managing and Sole Member

ENRICO SARLI

/s/ Enrico Sarli

Exhibit A to Sarli Nominee Agreement

Consent of Proposed Nominee

        I, Enrico Sarli, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2006 Annual Meeting of Stockholders of SCPIE Holdings Inc., and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

/s/ Enrico Sarli     

        Enrico Sarli

Dated: 1/9/06