GUARANTEE AGREEMENT by and between PROFESSIONALS DIRECT, INC. and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of December 4, 2002Guarantee Agreement • March 28th, 2003 • Professionals Direct Inc • Insurance agents, brokers & service • New York
This GUARANTEE AGREEMENT (this "Guarantee"), dated as of December 4, 2002, is executed and delivered by Professionals Direct, Inc., a Michigan corporation (the "Guarantor"), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Professionals Direct Statutory Trust I, a Connecticut statutory trust (the "Issuer").
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2002 • Professionals Direct Inc • Michigan
This Employment Agreement ("Agreement") is made this 10th, day of November, 1999, by and between MLM Finance, Inc. (hereinafter referred to as "the Company") and Stephen M. Westfield (hereinafter referred to as "Employee"). The Company and Employee agree as follows:
June 27, 2007Merger Agreement • June 27th, 2007 • Professionals Direct Inc • Insurance agents, brokers & service
On June 25, 2007, Professionals Direct, Inc. executed a merger agreement under which it agreed to be acquired by The Hanover Insurance Group, Inc. of Worcester, Massachusetts (NYSE: THG). The purchase price is $23.2 million, or $69.61 per share, payable in cash after closing of the merger. The closing is subject to a variety of conditions, including approval by you as shareholders and approval by the Michigan insurance regulators. If the merger is approved, I expect that the closing will occur in late third or early fourth quarter of 2007.
EMPLOYMENT TERMINATION AGREEMENTEmployment Termination Agreement • April 30th, 2002 • Professionals Direct Inc • Michigan
This Employment Termination Agreement ("Agreement") is made this 12th day of June, 2000, by and between MLM Holdings, Inc. (hereinafter referred to as "the Company") and Mary L. Ursul (hereinafter referred to as "Employee"). The Company and Employee agree as follows:
GUARANTEE AGREEMENT Professionals Direct, Inc. Dated as of June 30, 2005Guarantee Agreement • August 15th, 2005 • Professionals Direct Inc • Insurance agents, brokers & service • New York
This GUARANTEE AGREEMENT (the "Guarantee"), dated as of June 30, 2005, is executed and delivered by Professionals Direct, Inc., a Michigan corporation (the "Guarantor"), and JPMorgan Chase Bank, National Association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Professionals Direct Statutory Trust II, a Delaware statutory trust (the "Issuer").
PROFESSIONALS DIRECT, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2002 • Professionals Direct Inc • Insurance agents, brokers & service • Michigan
This Agreement is made as of June 11, 2002, by and between Professionals Direct, Inc. (the "Corporation") a Michigan corporation, and _____________________ ("Indemnitee").
JUNIOR SUBORDINATED DEBT SECURITY DUE 2035Junior Subordinated Debt Security • August 15th, 2005 • Professionals Direct Inc • Insurance agents, brokers & service
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 MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECE
AGREEMENT AND PLAN OF MERGER by and among PROFESSIONALS DIRECT, INC. (“Company”) HANOVER ACQUISITION CORP. (“Purchaser”) and THE HANOVER INSURANCE GROUP, INC. (“Parent”) June 25, 2007Merger Agreement • June 26th, 2007 • Professionals Direct Inc • Insurance agents, brokers & service • Michigan
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2002 • Professionals Direct Inc • Michigan
This Employment Agreement ("Agreement") is made and entered into as of January 1, 2001, by and between MLM Holdings, Inc., a Michigan corporation (hereinafter referred to as "the Corporation") and Stephen M. Tuuk (hereinafter referred to as "Employee"). The Corporation and Employee agree as follows:
VOTING AGREEMENTVoting Agreement • June 26th, 2007 • Professionals Direct Inc • Insurance agents, brokers & service • Michigan
THIS VOTING AGREEMENT (the “Agreement”) is dated as of June __, 2007 by and among The Hanover Insurance Group, Inc., a Delaware corporation (“Parent”), Hanover Acquisition Corp., a Michigan corporation and a subsidiary of Parent (“Merger Sub”) and ____________ (the “Stockholder”).
