RECITALSPledge Agreement • May 18th, 2001 • Proassurance Corp • Fire, marine & casualty insurance • Alabama
Agreement ---------Indemnification Agreement • September 13th, 2006 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
BY AND AMONGStock Purchase Agreement • November 7th, 2005 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
Exhibit 99.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of July 7, 2003, is between PROASSURANCE CORPORATION, a Delaware Corporation (together with any successor entity, herein referred to as the "Issuer"), and the...Registration Rights Agreement • July 8th, 2003 • Proassurance Corp • Fire, marine & casualty insurance • New York
COMMON STOCKUnderwriting Agreement • October 29th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • New York
EXHIBIT 10.1 Letter Agreement between ProAssurance and Lynn Kalinowski, dated November 4, 2005. November 4, 2005 Lynn M. Kalinowski MEEMIC Insurance Company 691 North Squirrel Road, Suite 100 Auburn Hills, MI 48326 Dear Lynn: ProAssurance Corporation...Letter Agreement • November 7th, 2005 • Proassurance Corp • Fire, marine & casualty insurance
Exhibit 99.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into by and between ProAssurance Corporation, a Delaware corporation ("ProAssurance") and W. Stancil Starnes, an individual (the "Executive") as of May...Employment Agreement • May 16th, 2007 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
EXHIBIT 4.1 PROASSURANCE CORPORATION 3.90% CONVERTIBLE SENIOR DEBENTURES DUE 2023 PURCHASE AGREEMENT DATED JULY 1, 2003Purchase Agreement • October 24th, 2003 • Proassurance Corp • Fire, marine & casualty insurance • New York
EXHIBIT 4.4 PREFERRED SECURITIES GUARANTEE AGREEMENT PROASSURANCE CAPITAL TRUST II Dated as of May 12, 2004 Table of ContentsPreferred Securities Guarantee Agreement • August 9th, 2004 • Proassurance Corp • Fire, marine & casualty insurance • New York
ARTICLE 1 ESTABLISHMENT OF TRUSTTrust Agreement • April 1st, 2002 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
WITNESSETH: WHEREAS, PRA and PIC WISCONSIN executed an Agreement and Plan of Merger dated December 8, 2005 (the "Merger Agreement"), which provides for, among other things, the merger of Physicians Merger Company with and into PIC WISCONSIN with PIC...Agreement and Plan of Merger • February 16th, 2006 • Proassurance Corp • Fire, marine & casualty insurance
ARTICLE I THE OFFERAgreement and Plan of Merger • August 13th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
INDENTURE BETWEENIndenture • May 10th, 2004 • Proassurance Corp • Fire, marine & casualty insurance • New York
INDENTURE BETWEENIndenture • August 9th, 2004 • Proassurance Corp • Fire, marine & casualty insurance • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made and entered into by and between MUTUAL ASSURANCE SOCIETY OF ALABAMA, an Alabama mutual insurance company (the "Employer"), and A. DERRILL CROWE, M.D., an individual (the "Employer");...Employment Agreement • October 11th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • Alabama
RECITALS: ---------Employment Agreement • November 6th, 2007 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2002, BY AND AMONG PRONATIONAL INSURANCE COMPANY, MEEMIC MERGER CORP. AND MEEMIC HOLDINGS, INC.Agreement and Plan of Merger • March 28th, 2003 • Proassurance Corp • Fire, marine & casualty insurance
This Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 9, 2002, by and among ProNational Insurance Company, Meemic Merger Corp. and MEEMIC Holdings, Inc. (the "Merger Agreement") is made as of this 18th day of September, 2002.
ARTICLE I THE OFFERAgreement and Plan of Merger • November 14th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
1 EXHIBIT 10.2 TERM LOAN NOTEProassurance Corp • May 18th, 2001 • Fire, marine & casualty insurance
PROASSURANCE CORPORATION $250,000,000 5.30% Senior Notes due 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2013 • Proassurance Corp • Fire, marine & casualty insurance • New York
ProAssurance Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $250,000,000 aggregate principal amount of its 5.30% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of November 21, 2013 (the “Base Indenture”) between the Company and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by a first supplemental indenture to be dated as of November 21, 2013 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.
REVOLVER NOTEProassurance Corp • May 18th, 2001 • Fire, marine & casualty insurance
EXHIBIT 99.1: CONSULTING AND CONFIDENTIALITY AGREEMENT CONSULTING AND CONFIDENTIALITY AGREEMENT THIS CONSULTING AND CONFIDENTIALITY AGREEMENT ("Agreement") is made and entered into effective as of the 13th day of September, 2006 (the "Effective Date")...Consulting and Confidentiality Agreement • September 13th, 2006 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
RETENTION AND SEVERANCE COMPENSATION AGREEMENTRetention and Severance Compensation Agreement • February 20th, 2014 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
THIS RETENTION AND SEVERANCE COMPENSATION AGREEMENT (the “Agreement”) is made and entered into between and among ProAssurance Group Services Corporation, an Alabama corporation, and ProAssurance Corporation, a Delaware corporation (“PROASSURANCE”), and Michael L. Boguski, an individual (the “Executive”). PROASSURANCE and its direct and indirect subsidiaries, including Eastern Insurance Holdings, Inc. and its subsidiaries (“EASTERN”), are hereinafter collectively referred to as the “Companies.”
RECITALS:Release and Severance Compensation Agreement • March 2nd, 2006 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
WITNESSETH:Amendment and Assumption Agreement • April 1st, 2002 • Proassurance Corp • Fire, marine & casualty insurance
EXHIBIT 4.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN...Proassurance Corp • August 9th, 2004 • Fire, marine & casualty insurance
AGREEMENTAgreement • July 9th, 2001 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN AMENDED AND RESTATED ADOPTION AGREEMENTAdoption Agreement • February 28th, 2008 • Proassurance Corp • Fire, marine & casualty insurance
THIS AGREEMENT is the adoption by ProAssurance Group Services Corporation (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).
RELEASE AND SEVERANCE COMPENSATION AGREEMENTRelease and Severance Compensation Agreement • February 28th, 2008 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
THIS RELEASE AND SEVERANCE COMPENSATION AGREEMENT (the “Agreement”) is made and entered into effective January 1, 2008 (the “Effective Date”) between and among ProAssurance Group Services Corporation, an Alabama corporation, and ProAssurance Corporation, a Delaware corporation (“ProAssurance”), and , an individual (the “Executive”). ProAssurance and its direct and indirect subsidiaries are hereinafter collectively referred to as the “Companies.”
PROASSURANCE CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2011 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
THIS Agreement is made effective as of the 8th day of September, 2010, by and between ProAssurance Corporation, a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
AMENDED AND RESTATED ADOPTION AGREEMENTAdoption Agreement • May 19th, 2006 • Proassurance Corp • Fire, marine & casualty insurance
THIS AGREEMENT is the adoption by ProAssurance Group Services Corporation (the “Employer”) of the Executive Nonqualified Excess Plan (“Plan”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 6th, 2013 • Proassurance Corp • Fire, marine & casualty insurance • Vermont
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 26, 2012, by and between PROASSURANCE CORPORATION, a Delaware corporation (“PRA”), PRA PROFESSIONAL LIABILITY GROUP, INC., a Delaware corporation ("PRA Professional") and MEDMARC MUTUAL INSURANCE COMPANY, a Vermont mutual insurance corporation (“Medmarc”).
Letterhead of Burr & Forman LLP]Proassurance Corp • June 2nd, 2006 • Fire, marine & casualty insurance
This letter is in response to your request pursuant to Section 7.2 of the Agreement that we provide you our opinions with respect to certain of the federal income tax consequences of consummating the transactions set forth in the Agreement.
FIRST AMENDMENT TO RIGHTS AGREEMENT by and between PHYSICIANS INSURANCE COMPANY OF WISCONSIN, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • February 15th, 2006 • Proassurance Corp • Fire, marine & casualty insurance • Wisconsin
First Amendment (the “Amendment”), dated as of December 8, 2005, by and between Physicians Insurance Company of Wisconsin, Inc., a Wisconsin stock insurance corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), to the Rights Agreement dated as of November 4, 2004 (the “Rights Agreement”); capitalized terms used without definition in this Amendment shall have the meanings given to them in the Rights Agreement.
RELEASE AND SEVERANCE COMPENSATION AGREEMENTRelease and Severance Compensation Agreement • August 6th, 2012 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
THIS RELEASE AND SEVERANCE COMPENSATION AGREEMENT (the “Agreement”) is made and entered into effective September 1. 2011, (the “Effective Date”) between and among Ross E. Taubman, DPM an individual (the “Executive”) and ProAssurance Group Services Corporation, an Alabama corporation (“PRA Group Services”), on its own behalf and on behalf of Podiatry Insurance Company of America (“PICA”) and ProAssurance Corporation (“ProAssurance”). ProAssurance Group Services Corporation, Podiatry Insurance Company of America, and ProAssurance Corporation are hereinafter collectively referred to as the “Companies.”
