Proassurance Corp Sample Contracts
RECITALS:Severance Agreement • October 29th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • Alabama
Standard Contracts
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.
Agreement ---------Indemnification Agreement • September 13th, 2006 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
AGREEMENTAgreement • July 9th, 2001 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
INDENTURE BETWEENIndenture • May 10th, 2004 • Proassurance Corp • Fire, marine & casualty insurance • New York
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
BY AND AMONGStock Purchase Agreement • November 7th, 2005 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
COMMON STOCKUnderwriting Agreement • October 29th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • New York
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
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
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
RECITALSPledge and Security Agreement • May 18th, 2001 • Proassurance Corp • Fire, marine & casualty insurance • Alabama
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 Agreement • September 13th, 2006 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
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 4.4 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
ARTICLE I THE OFFERMerger Agreement • August 13th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
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
ARTICLE I THE OFFERMerger Agreement • November 14th, 2002 • Proassurance Corp • Fire, marine & casualty insurance • Michigan
RECITALS: ---------Employment Agreement • November 6th, 2007 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
INDENTURE BETWEENIndenture • August 9th, 2004 • Proassurance Corp • Fire, marine & casualty insurance • New York
1 EXHIBIT 10.5 TERM LOAN NOTETerm Loan Note • May 18th, 2001 • Proassurance Corp • Fire, marine & casualty insurance
REVOLVER NOTERevolver Note • May 18th, 2001 • Proassurance Corp • 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.
RECITALSPledge and Security Agreement • May 18th, 2001 • Proassurance Corp • Fire, marine & casualty insurance • Alabama
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 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated as of February 28, 2005, by and among PROASSURANCE CORPORATION, a Delaware corporation ("PRA"), NCP MERGER CORPORATION, a Delaware corporation and a...Merger Agreement • March 3rd, 2005 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
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...Security Agreement • August 9th, 2004 • Proassurance Corp • Fire, marine & casualty insurance
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.”
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 13th, 2013 • Proassurance Corp • Fire, marine & casualty insurance • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of November 7, 2013 (the “Effective Date”) by and among PROASSURANCE CORPORATION (the “Borrower”), the lenders listed on the signature pages hereto (the “Lenders”) and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of April 15, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.
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 AGREEMENTOption 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”).
