Common Stock (no par value)Underwriting Agreement • October 10th, 2000 • American Physicians Capital Inc • Hospital & medical service plans • New York
EXHIBIT 10.7 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT, dated June 2, 2003 by and between American Physicians Assurance Corporation, a Michigan corporation having a principal place of business in East Lansing, Michigan, its successors, assigns,...Executive Employment Agreement • August 14th, 2003 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
ANDGuarantee Agreement • November 14th, 2003 • American Physicians Capital Inc • Hospital & medical service plans • New York
EXHIBIT 10.26 MICOA AGENCY AGREEMENTAgency Agreement • March 31st, 2003 • American Physicians Capital Inc • Hospital & medical service plans • Nevada
INDENTURE DATED AS OF MAY 15, 2003Indenture • August 14th, 2003 • American Physicians Capital Inc • Hospital & medical service plans • New York
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT, dated ____________________, 2005 by and between American Physicians Assurance Corporation, a Michigan insurance corporation having a principal place of business in East Lansing, Michigan, its successors,...Executive Employment Agreement • February 28th, 2005 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
EXHIBIT 99.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT Amendment No. 1, dated November 30, 2004, to the Stock Purchase Agreement, dated as of September 17, 2004 (as amended from time to time, the "Purchase Agreement"), by and among American...Stock Purchase Agreement • March 16th, 2005 • American Physicians Capital Inc • Hospital & medical service plans
AMENDMENT NO. 2 TO STANDSTILL AGREEMENTStandstill Agreement • November 9th, 2004 • American Physicians Capital Inc • Hospital & medical service plans
EXHIBIT 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made as of September 17, 2004, by and among the shareholders listed on Exhibit 1 hereto (collectively, the "Sellers") and American Physicians Assurance Corporation, a...Stock Purchase Agreement • November 9th, 2004 • American Physicians Capital Inc • Hospital & medical service plans • Wisconsin
EXHIBIT 10.2 AMERICAN PHYSICIANS CAPITAL, INC. 20,000 CAPITAL SECURITIES FLOATING RATE CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000.00 PER CAPITAL SECURITY) PLACEMENT AGREEMENTPlacement Agreement • November 14th, 2003 • American Physicians Capital Inc • Hospital & medical service plans • New York
RECITALSEmployment Agreement • September 1st, 2000 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
1 EXHIBIT 10.2 ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of this day of , 2000, by and among American Physicians Capital, Inc., a Michigan corporation ("APC"), Mutual Insurance Corporation of America, a Michigan mutual insurance company (the...Escrow Agreement • October 10th, 2000 • American Physicians Capital Inc • Hospital & medical service plans • New Jersey
AMERICAN PHYSICIANS CAPITAL, INC., AS ISSUER INDENTURE DATED AS OF OCTOBER 29, 2003 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEEIndenture • November 14th, 2003 • American Physicians Capital Inc • Hospital & medical service plans • New York
1 EXHIBIT 10.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 1st, 2000 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
EXHIBIT 10.34 December 23, 2003 William B. Cheeseman [address] Re: Consulting Agreement Dear Bill: Following the termination of your employment effective December 31, 2003, American Physicians Capital, Inc. (the "Company") would like you to provide...Consulting Agreement • March 12th, 2004 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
1 EXHIBIT 10.4 STOCK PURCHASE AGREEMENT AGREEMENT made between KENTUCKY MEDICAL INSURANCE COMPANY, a Kentucky stock insurance corporation (the "Seller"), and STRATTON, CHEESEMAN & WALSH, INC., a Michigan corporation (the "Buyer"). The parties have...Stock Purchase Agreement • September 1st, 2000 • American Physicians Capital Inc • Hospital & medical service plans • Kentucky
EXECUTION COPY STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made as of August 31, 2005, by and between THE MONROE CLINIC, INC., a Wisconsin corporation ("Seller") and AMERICAN PHYSICIANS ASSURANCE CORPORATION, a Michigan...Stock Purchase Agreement • September 12th, 2005 • American Physicians Capital Inc • Hospital & medical service plans • Wisconsin
MSMS/MICOA MARKETING SUPPORT AGREEMENTMarketing Support Agreement • October 24th, 2000 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
EXHIBIT 10.35 MASTER AGENCY AGREEMENTMaster Agency Agreement • March 19th, 2004 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 12th, 2010 • American Physicians Capital Inc • Hospital & medical service plans • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Stilwell Value Partners I, L.P. is made as of this 1st day of October 2008 (the “Effective Date”), by and among Stilwell Value LLC., as General Partner, and such other Person or Persons who execute or consent in writing to be bound by the terms of and are admitted to the Partnership under this Agreement as Limited Partners.
MICOA/SCW SALES AGENCY AGREEMENT (MEDICAL PROFESSIONAL LIABILITY - MICHIGAN ONLY) JANUARY 1, 2000Sales Agency Agreement • September 1st, 2000 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
1 EXHIBIT 10.13 [ABN AMRO INC. LETTERHEAD] Mr. William B. Cheeseman Chief Executive Officer American Physicians Capital, Inc. 1301 North Hagadorn Road East Lansing, Michigan 48823 Dear Bill: ABN AMRO Incorporated ("AAI" or the "Managing Underwriter")...Engagement Letter Agreement • October 10th, 2000 • American Physicians Capital Inc • Hospital & medical service plans
RECITALSStock Pledge Agreement • March 16th, 2005 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
STANDSTILL AGREEMENTStandstill Agreement • April 13th, 2004 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
THIS STANDSTILL AGREEMENT (“Agreement”), dated the 7th day of April 2004, is made by and between American Physicians Capital, Inc., a Michigan corporation (“ACAP”), and Daniel L. Gorman (“Gorman”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG THE DOCTORS COMPANY, RED HAWK ACQUISITION CORP. AND AMERICAN PHYSICIANS CAPITAL, INC. Dated as of JULY 7, 2010Merger Agreement • July 8th, 2010 • American Physicians Capital Inc • Hospital & medical service plans • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2010 (this “Agreement”), is by and among THE DOCTORS COMPANY, a California-domiciled reciprocal inter-insurance exchange (“Parent”), RED HAWK ACQUISITION CORP., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AMERICAN PHYSICIANS CAPITAL, INC., a Michigan corporation (the “Company”).
EXHIBIT 10.33 December 23, 2003 PERSONAL AND CONFIDENTIAL William B. Cheeseman [home address] Dear Bill: As we have discussed, you and we have agreed that you are hereby retiring from your employment with American Physicians Capital, Inc. and its...Retirement Agreement • March 12th, 2004 • American Physicians Capital Inc • Hospital & medical service plans
RECITALSSub-Agent Agreement • October 10th, 2000 • American Physicians Capital Inc • Hospital & medical service plans • Florida
STANDSTILL AGREEMENTStandstill Agreement • November 15th, 2004 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
THIS STANDSTILL AGREEMENT (“Agreement”), dated the 10th day of November, 2004 (“Effective Date”), is made by and between American Physicians Capital, Inc., a Michigan corporation (“ACAP”), on the one hand, and Stilwell Value Partners II, L.P., Stilwell Value Partners V, L.P., Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value, LLC, Joseph Stilwell, John Stilwell and Spencer L. Schneider (collectively, the “Stilwell Group”) on the other.
EXHIBIT 99.1 CONSENT TO TERMINATION OF STOCK PURCHASE AGREEMENT AND STOCK ESCROW AGREEMENT This Consent to Termination of Stock Purchase Agreement and Stock Escrow Agreement ("Termination") is made as of August 31, 2005, by and among the undersigned...Consent to Termination of Stock Purchase Agreement and Stock Escrow Agreement • November 9th, 2005 • American Physicians Capital Inc • Hospital & medical service plans
1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT Stratton-Cheeseman Management Company (hereafter "SCMC") agrees to employ the undersigned Employee, and the Employee accepts employment under the Terms of this Employment Agreement. 1. EMPLOYMENT. Employee will...Employment Agreement • September 1st, 2000 • American Physicians Capital Inc • Hospital & medical service plans • Michigan
APCAPITAL TRUST II PLACEMENT AGREEMENTPlacement Agreement • August 14th, 2003 • American Physicians Capital Inc • Hospital & medical service plans • New York
Kristina M. Manoogian, President SCW Agency Group, Inc. 2501 Coolidge Road, Suite 300 East Lansing, MI 48823 RE: SCW/APA Master Agency Agreement Dear Kristina:Master Agency Agreement • November 10th, 2008 • American Physicians Capital Inc • Hospital & medical service plans
This is to advise you that American Physicians Assurance Corporation intends to allow the Master Agency Agreement to renew on the same terms that will be in effect immediately prior to renewal, pursuant to Section III,B of that Agreement. In the event that SCW wants to propose changes to the Agreement, please send me a written memo that sets forth the proposed changes so that they can be considered in a timely manner.
AMENDMENT NO. 1 TO STANDSTILL AGREEMENTStandstill Agreement • May 9th, 2005 • American Physicians Capital Inc • Hospital & medical service plans
This Amendment No. 1 (this “Amendment”), dated as of May 9, 2005, to the Standstill Agreement, dated the 7th day of April, 2004 (the “Agreement”), is made by and between American Physicians Capital, Inc., a Michigan corporation (“ACAP”), and Daniel L. Gorman (“Gorman”).
AMENDMENT NO. 1 TO AMERICAN PHYSICIANS ASSURANCE CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2007 • American Physicians Capital Inc • Hospital & medical service plans
THIS AMENDMENT, dated October 24, 2007, amends the Employment Agreement between American Physicians Assurance Company (the “Company”) and [ ] (the “Executive”) dated as of [ ] (the “Employment Agreement”).
TERMINATION OF STANDSTILL AGREEMENTTermination of Standstill Agreement • November 1st, 2007 • American Physicians Capital Inc • Hospital & medical service plans
THIS TERMINATION OF STANDSTILL AGREEMENT (“Termination”), effective this 25th day of October, 2007, is made by and between American Physicians Capital, Inc., a Michigan corporation (“ACAP”), on the one hand, and Stilwell Value Partners II, L.P., Stilwell Value Partners V, L.P., Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value, LLC, Joseph Stilwell, John Stilwell and Spencer L. Schneider (collectively, the “Stilwell Group”) on the other.
