Eastern Insurance Holdings, Inc. Sample Contracts

RETENTION AND SEVERANCE COMPENSATION AGREEMENT
Retention and Severance Compensation Agreement • October 31st, 2013 • Eastern Insurance Holdings, Inc. • 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 Cynthia Sklar, 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.”

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INTERESTS AND LIABILITIES CONTRACT (hereinafter referred to as the “Contract”) to the WORKERS COMPENSATION (FIRST CLASH) EXCESS OF LOSS REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) between EASTERN ALLIANCE INSURANCE COMPANY...
Interests and Liabilities Contract • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

IT IS HEREBY AGREED that Reinsurers have a 72% participation in the Interests and Liabilities of the attached Agreement, which becomes effective as of 12:01 am eastern standard time 1st May 2005 until 12:01 am eastern standard time 1st May 2006.

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EMPLOYMENT AGREEMENT
Release Agreement • October 11th, 2005 • Eastern Insurance Holdings, Inc. • Pennsylvania

THIS AGREEMENT, dated this 17th day of March, 2005, and effective as of September 21, 2004, by and between EASTERN SERVICES CORPORATION (“ESC”), a business corporation having its principal place of business at 25 Race Avenue, Lancaster, Pennsylvania; and MICHAEL L. BOGUSKI (the “Executive”), an individual residing in Lebanon County, Pennsylvania.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 28th, 2008 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

This Stock Purchase Agreement (“Agreement”) is made as of February 26, 2008, by and among EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (“Buyer”), Northaven Partners, L.P (“Northaven”); Northaven Partners II, L.P (“Northaven II”). ; Northaven Partners III, L.P. (“Northaven III”); and Northaven Offshore, Ltd. (“Offshore”) (collectively, the “Sellers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2012 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

THIS AGREEMENT made the 21st day of September, 2004, between and among EASTERN SERVICES CORPORATION (“ESC”), a business corporation having its principal place of business at 25 Race Avenue, Lancaster, Pennsylvania; and KEVIN M. SHOOK (the “Executive”), an individual residing Cumberland County.

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AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 12th, 2012 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

This Amended and Restated Agreement is made as of the 21st day of December, 2011, by and between EASTERN INSURANCE HOLDINGS, INC. (“Holdings”), a Pennsylvania corporation with its principal place of business at 25 Race Avenue, Lancaster, Pennsylvania 17603 and EASTERN RE LTD., S.P.C. (“Eastern Re”), a segregated portfolio cell company, with a principal place of business at P.O. Box 1363, Grand Cayman KY1 1108, Cayman Islands ( each of Holdings and Eastern Re are referred to herein as a “Borrower” and collectively as the “Borrowers”), GLOBAL ALLIANCE HOLDINGS, LTD., EASTERN ALLIANCE INSURANCE COMPANY (“Eastern Alliance”), ALLIED EASTERN INDEMNITY COMPANY (“Allied Eastern”), EASTERN ADVANTAGE ASSURANCE COMPANY (“Eastern Advantage”), EMPLOYERS SECURITY INSURANCE COMPANY (“Employers Security”), EMPLOYERS ALLIANCE, INC., and EASTERN SERVICES CORPORATION all with an address of 25 Race Avenue, Lancaster, Pennsylvania 17603 (each individually a “Guarantor” and collectively the “Guarantors”) an

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INTERESTS AND LIABILITIES CONTRACT (hereinafter referred to as the “Contract”) to the WORKERS COMPENSATION (CAPTIVE) EXCESS OF LOSS REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) between EASTERN RE LTD., SPC of Grand Cayman and/or...
Interests and Liabilities Contract • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

IT IS HEREBY AGREED that Reinsurers have participations of 54.50% of Part 1, 49.50% of Part 2, and 54.50% of Part 3 in the Interests and Liabilities of the attached Agreement, which becomes effective as of 12:01 am eastern standard time 1st May 2005 until 12:01 am eastern standard time 1st May 2006.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 6th, 2011 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

This Stock Purchase Agreement (“Agreement”) is made as of September 2, 2011, by and among EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (“Buyer”), and Scott C. Penwell (collectively, the “Seller”).

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QUOTA SHARE DISABILITY REINSURANCE AGREEMENT DWVD No. 900205/03 (hereinafter referred to as the “Agreement”) between EDUCATORS MUTUAL LIFE INSURANCE COMPANY Lancaster, Pennsylvania (hereinafter referred to as the “Reinsured”) and FORTIS BENEFITS...
Reinsurance Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

This Agreement is between Educators Mutual Life Insurance Company, of, Lancaster, Pennsylvania (hereinafter referred to as the “Reinsured”) and Fortis Benefits Insurance Company of Kansas City, Missouri (hereinafter referred to as the “Reinsurer”) through Disability Reinsurance Management Services, Inc., manager for the Reinsurer (hereinafter referred to as “DRMS”). In consideration of the mutual promises set forth herein, the parties agree as follows:

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REINSURANCE TRUST AGREEMENT
Reinsurance Trust Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

THIS REINSURANCE TRUST AGREEMENT made as of October 1, 2003 by and among EDUCATORS MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania mutual life insurance corporation (“Grantor”), LONDON LIFE REINSURANCE COMPANY, a Pennsylvania life insurance corporation (“Beneficiary”), and WACHOVIA BANK, N.A., a national banking association (hereinafter referred to as the “Trustee”).

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OFFICER RETENTION AGREEMENT
Officer Retention Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

THIS RETENTION AGREEMENT (“Agreement”), is entered into this 4th day of March, 2005, by and between EDUCATORS MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania mutual life and health insurance corporation (“EML” or “the Company”), and M. CHRISTINE GIMBER (“Gimber” or “Employee”).

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COINSURANCE AGREEMENT Effective October 1, 2003 between EDUCATORS MUTUAL LIFE INSURANCE COMPANY of Lancaster, PA, hereinafter referred to as the “REINSURED”, and LONDON LIFE REINSURANCE COMPANY of Blue Bell, Pennsylvania, hereinafter referred to as...
Coinsurance Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

The REINSURED desires to cede, and the REINSURER desires to accept, reinsurance of certain policies (“the Business”) as specified in this Agreement, subject to the terms and conditions set forth herein.

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AGREEMENT FOR DISABILITY ADMINISTRATIVE SERVICES
Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

THIS AGREEMENT, effective as of this 1st day of July, 2005 (the “Effective Date”) by and between Educators Mutual Life Insurance Company having offices in Lancaster, Pennsylvania (“Client Company”) and Disability Reinsurance Management Services, Inc. (“DRMS”), having its principal office and place of business at One Riverfront Plaza, Westbrook, Maine 04092-9700.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 20th, 2010 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

This Stock Purchase Agreement (“Agreement”) is made as of May 18, 2010, by and between EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (“Buyer”), and Robert M. McAlaine (the “Seller”).

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Up to 8,305,556 Shares EASTERN INSURANCE HOLDINGS, INC. (a Pennsylvania corporation) Common Stock (no par value per share) AGENCY AGREEMENT
Agency Agreement • January 20th, 2006 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

Eastern Insurance Holdings, Inc., a Pennsylvania corporation (the “Company”), and Educators Mutual Life Insurance Company, a Pennsylvania mutual insurance company (“Educators”) and Eastern Holding Company, Ltd. (“EHC”), hereby confirm their agreement with Keefe, Bruyette & Woods (“KBW” or the “Agent”) with respect to the offer and sale by the Company of up to 8,305,556 shares of the Company’s Common Stock, no par value (the “Common Stock”). The shares of Common Stock to be sold by the Company are hereinafter called the “Securities.”

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REINSURANCE AGREEMENT
Reinsurance Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

THIS REINSURANCE AGREEMENT (“Agreement”) is made and entered into as of July 1, 1999 by and between EDUCATORS MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania mutual life insurance corporation (“Company”), and HARTFORD LIFE & ACCIDENT INSURANCE COMPANY, a Connecticut stock life insurance corporation (“Reinsurer”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 25th, 2010 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

AGREEMENT made this 23rd day of August, 2010, by and between EASTERN SERVICES CORPORATION (“ESC”), a business corporation having its principal place of business at 25 Race Avenue, Lancaster, Pennsylvania, and BRUCE M. ECKERT (the “Executive”), an individual residing in Montgomery County, Pennsylvania.

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GROUP LIFE REINSURANCE AGREEMENT NO. 900108 BETWEEN THE EDUCATORS MUTUAL LIFE INSURANCE COMPANY OF LANCASTER, PENNSYLVANIA referred to in this Agreement as the “Company” and CONNECTICUT GENERAL LIFE INSURANCE COMPANY OF HARTFORD, CONNECTICUT referred...
Reinsurance Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

The Company and The Reinsurer mutually agree to reinsure Group Life insurance including waiver of premium on the terms and conditions set out below. The Agreement is solely between the Company and The Reinsurer, and performance of the obligations of each party under this Agreement shall be rendered solely to the other party. In no instance shall anyone other than the Company or The Reinsurer have any rights under this Agreement.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG EASTERN INSURANCE HOLDINGS, INC EASTERN ACQUISITION CORP. AND EMPLOYERS SECURITY HOLDING COMPANY DATED AS OF AUGUST 6, 2008
Agreement and Plan of Merger • August 7th, 2008 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Indiana

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 6, 2008 by and among Eastern Insurance Holdings, Inc., a Pennsylvania corporation (“Eastern”), Eastern Acquisition Corp., an Indiana corporation and wholly owned subsidiary of Eastern (“EA Corp”), and Employers Security Holding Company, an Indiana corporation (“Employers”).

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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 30th, 2008 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

Eastern Insurance Holdings, Inc., a Pennsylvania corporation (“Eastern”), Eastern Acquisition Corp., an Indiana corporation (“EA Corp”), and Employers Security Holding Company, an Indiana corporation (“Employers”), enter into and agree as provided in this Amendment to Agreement and Plan of Merger (the “Amendment”):

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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG EASTERN HOLDING COMPANY, LTD LANCASTER HOLDINGS OF PENNSYLVANIA, INC. AND EDUCATORS MUTUAL LIFE INSURANCE COMPANY DATED AS OF MARCH 17, 2005
Agreement and Plan of Reorganization • October 11th, 2005 • Eastern Insurance Holdings, Inc. • Pennsylvania

This AGREEMENT AND PLAN OF REORGANIZATION is dated as of March 17, 2005, by and among EASTERN HOLDING COMPANY, LTD, a Cayman Islands corporation (“EHC”), LANCASTER HOLDINGS OF PENNSYLVANIA, INC., a Pennsylvania corporation (“HoldCo”), and EDUCATORS MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania mutual life insurance company (“EML”). (Any capitalized term used and not immediately defined is defined in Section 9.12 of this Agreement).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 24th, 2013 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 23, 2013, by and among PROASSURANCE CORPORATION, a Delaware corporation (“ProAssurance”), PA MERGER COMPANY, a Pennsylvania corporation and a wholly-owned subsidiary of ProAssurance (“NEWCO”), and EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (“Eastern”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 25th, 2010 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

AGREEMENT made this 23rd day of August, 2010, by and between EASTERN SERVICES CORPORATION (“ESC”), a business corporation having its principal place of business at 25 Race Avenue, Lancaster, Pennsylvania, and MICHAEL L. BOGUSKI (the “Executive”), an individual residing in Lebanon County, Pennsylvania.

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STOP LOSS REINSURANCE AGREEMENT between LONDON LIFE INTERNATIONAL REINSURANCE CORPORATION, a Barbados corporation (hereinafter referred to as the “COMPANY”) and EDUCATORS MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania life insurance corporation...
Stop Loss Reinsurance Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

Subject to the dates, terms, conditions, limitations and exclusions hereinafter set forth, the COMPANY and the REINSURER hereby enter into this Stop Loss Reinsurance Agreement (“Agreement”) pursuant to which the REINSURER will indemnify the COMPANY against certain losses and expenses as specified herein, which loses and expenses were first reinsured by London Life Reinsurance Company (“London Life”) under that certain Coinsurance Agreement between Educators and London Life of even date herewith (“Coinsurance Agreement”), and which losses and expenses were then retroceded to the COMPANY under that certain Retrocession Agreement between the COMPANY and London Life (“Retrocession Agreement”), also of even date herewith.

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ESCROW AGREEMENT
Escrow Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware

THIS AGREEMENT (the “Agreement”) is entered into this day of December, 2005, by and between EDUCATORS MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania mutual life insurance company (“Company”), and CHRISTIANA CORPORATE SERVICES, INC., a Delaware corporation (“Escrow Agent”).

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TRANSITION AGREEMENT
Transition Agreement • October 11th, 2005 • Eastern Insurance Holdings, Inc. • Pennsylvania

THIS TRANSITION AGREEMENT (“Agreement”), is entered into this 4th day of March, 2005, by and between EDUCATORS MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania mutual life and health insurance corporation (“EML” or “the Company”), and ALEX T. SCHNEEBACHER, President and CEO of the Company (“Schneebacher” or “Employee”).

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SERVICE AGREEMENT Between REASSURE AMERICA LIFE INSURANCE COMPANY (“REALIC”) Of Jacksonville, Illinois And EDUCATORS MUTUAL LIFE INSURANCE COMPANY (“CLIENT”) Of Lancaster, Pennsylvania
Service Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania
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ACCIDENTAL DEATH AND DISMEMBERMENT EXCESS OF LOSS REINSURANCE AGREEMENT DWVD NO. 500/02 (hereinafter referred to as the “Agreement”) made and entered into by EDUCATORS MUTUAL LIFE INSURANCE COMPANY Lancaster, Pennsylvania (hereinafter referred to as...
Reinsurance Agreement • December 16th, 2005 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

This Agreement is solely between the Company and the Reinsurer and the performance of obligations of each party under this Agreement shall be rendered solely to the other party. In no instances, shall anyone other than the Company or the Reinsurer have any rights under this Agreement.

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AGREEMENT AND PLAN OF MERGER Among SECURITY AMERICAN FINANCIAL ENTERPRISES, INC., SECURITY LIFE INSURANCE COMPANY OF AMERICA, EASTERN INSURANCE HOLDINGS, INC. and EASTERN LIFE AND HEALTH INSURANCE COMPANY Dated as of May 4, 2010
Agreement and Plan of Merger • May 4th, 2010 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER is made as of the 4th day of May, 2010, among SECURITY AMERICAN FINANCIAL ENTERPRISES, INC., a Minnesota corporation (“Parent”), SECURITY LIFE INSURANCE COMPANY OF AMERICA, a Minnesota insurance company and a wholly-owned subsidiary of Parent (“Purchaser”), EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (“Seller”), and EASTERN LIFE AND HEALTH INSURANCE COMPANY, a Pennsylvania insurance company and a wholly-owned subsidiary of Seller (the “Company”).

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Exhibit A COMPANY/AGENCY AGREEMENT TERMS AND CONDITIONS
Agency Agreement • November 5th, 2009 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania
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STOCK PURCHASE AGREEMENT BY AND AMONG EASTERN ATLANTIC HOLDINGS LTD. EASTERN INSURANCE HOLDINGS, INC. AND EASTERN RE LTD., SPC DATED AS OF DECEMBER 9, 2010
Stock Purchase Agreement • December 9th, 2010 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance • Pennsylvania

THIS STOCK PURCHASE AGREEMENT is made as of the 9th day of December, 2010, by and among EASTERN ATLANTIC HOLDINGS LTD., a Cayman Islands corporation (“Purchaser”), EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (“EIHI”), and EASTERN RE LTD., SPC, a segregated portfolio cell reinsurance company domiciled in the Cayman Islands (“Seller”).

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