0000950144-08-001477 Sample Contracts

THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN AMENDED AND RESTATED ADOPTION AGREEMENT
Adoption 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”).

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RELEASE AND SEVERANCE COMPENSATION AGREEMENT
Release 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.”

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2008 • Proassurance Corp • Fire, marine & casualty insurance • Delaware

This Employment Agreement (the “Agreement”) is made and entered into by and between ProAssurance Corporation, a Delaware corporation (“ProAssurance”) and Paul R. Butrus, an individual (the “Butrus”) effective as of January 1, 2008 (the “Effective Date”).

January 1, 2008 Mr. W. Stancil Starnes ProAssurance Corporation 100 Brookwood Place, Suite 300 Birmingham, AL 35209 Re: Employment Agreement Dear Stan:
Proassurance Corp • February 28th, 2008 • Fire, marine & casualty insurance

Effective as of May 1, 2007, you entered into an Employment Agreement with ProAssurance Corporation (the “Agreement”). Since that date, we have been engaged in an extensive review of all of the company’s agreements, plans, and practices to determine whether modifications are required in order to comply with the requirements of Section 409A of the Internal Revenue Code and the final regulations that were issued by the Internal Revenue Service in the spring. Based on a review of the Agreement, it has been determined that minor modifications to the Agreement are required. This letter and your acceptance of its provisions will be considered an amendment to the Agreement.

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