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.
PROASSURANCE CORPORATION AND Wilmington Trust Company as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 21, 2013 Supplement to Indenture dated as of November 21, 2013First Supplemental Indenture • November 21st, 2013 • Proassurance Corp • Fire, marine & casualty insurance • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 21, 2013 is entered into by and between PROASSURANCE CORPORATION, a Delaware corporation, as issuer (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee under the Indenture (as hereinafter defined) (the “Trustee”).
