AGREEMENT AND PLAN OF MERGERMerger Agreement • November 6th, 2000 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Ohio
Agreement In consideration of the premises and the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Broughton agree as follows:Stock Option Agreement • July 10th, 1997 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
Term Section Acquisition Proposal 7.5(c) Affiliate 5.12(e)(iii) A.G. Edwards 5.14 Agreed Courts 10.7 Agreement Introduction Annual Statements 10.11 Applicable Laws 5.1(d) Articles of Incorporation 1.1 Articles of Merger 1.3 Assets 10.11 Break-Up Fee...Merger Agreement • October 30th, 2000 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Ohio
EXHIBIT 10.11 NON-QUALIFIED STOCK OPTION AGREEMENT AMENDMENT No. 1Non-Qualified Stock Option Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
EXHIBIT 10.14 NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made this 1st day of December, 1997, between Meridian Insurance Group, Inc., with its principal office at Indianapolis, Indiana, (hereinafter called the "Corporation") and...Non-Qualified Stock Option Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
And HARRIS TRUST AND SAVINGS BANK, As Rights Agent Rights AgreementRights Agreement • September 21st, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
INCENTIVE STOCK OPTION AGREEMENT AMENDMENT No. 1 THIS AMENDMENT, made this _____ day of __________, 199___, by and between Meridian Insurance Group, Inc. (hereinafter called the "Corporation") ________________ (hereinafter called the "Employee"),...Incentive Stock Option Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
RECITALSTermination Benefits Agreement • March 30th, 2001 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
Seventh Excess Catastrophe Reinsurance Contract Effective: January 1, 1998 issued to Meridian Mutual Group Indianapolis, Indiana (hereinafter referred to collectively as the "Company") by The Subscribing Reinsurer(s) Executing the Interests and...Reinsurance Contract • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
VOTING AGREEMENT AND IRREVOCABLE PROXY This Voting Agreement and Irrevocable Proxy (this "Agreement") is made as of October 25, 2000, between State Automobile Mutual Insurance Company, an Ohio mutual insurance company ("State Auto"), and Meridian...Voting Agreement and Irrevocable Proxy • November 6th, 2000 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
EXHIBIT 4(B) STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of July 31, 1996, by and between MERIDIAN INSURANCE GROUP, INC., an Indiana corporation (the "Company"), and SPENCER A. BROUGHTON...Stock Option Agreement • July 31st, 1997 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
ARTICLE IReinsurance Pooling Agreement • March 31st, 1997 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
Addendum No. 1 to theInterests and Liabilities Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
It Is Hereby Agreed, effective September 30, 1997, that all rights, interests, liabilities and obligations of the "Subscibing Reinsurer" under this Agreement shall be transferred from Great Lakes American Reinsurance Company, New York, New York (hereinafter referred to as the "Assignor") to Folksamerica Reinsurance Company, New York, New York (hereinafter referred to as the "Assignee"). In accordance therewith, the Assignor shall assign, and the Assignee shall assume, all of the rights, interests, liabilities and obligations of the "Subscribing Reinsurer" under this Agreement. The Assinee shall then be subject to all of the terms and conditions hereof, and the term "Subscribing Reinsurer," wherever it is used herein, shall refer to Folksamerica Reinsurance Company, New York, New York.
to theExcess Catastrophe Reinsurance Contract • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
EXHIBIT 10.37 AMENDMENT NO. 2 The Property Per Risk Excess of Loss Reinsurance Agreement of January 1, 1992, between EMPLOYERS REINSURANCE CORPORATION of Overland Park, Kansas and MERIDIAN MUTUAL INSURANCE COMPANY, VERNON FIRE AND CASUALTY INSURANCE...Property Per Risk Excess of Loss Reinsurance Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
EXHIBIT 10.24 TERMINATION BENEFITS AGREEMENT This TERMINATION BENEFITS AGREEMENT (this "Agreement") is made and entered into as of _______________, 199___, by and between MERIDIAN INSURANCE GROUP, INC., an Indiana corporation (hereinafter referred to...Termination Benefits Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
ARTICLE IReinsurance Pooling Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
Underlying Aggregate Excess Catastrophe Reinsurance Contract Effective: January 1, 1998 issued to Meridian Mutual Group Indianapolis, Indiana (hereinafter referred to collectively as the "Company") by The Subscribing Reinsurer(s) Executing the...Underlying Aggregate Excess Catastrophe Reinsurance Contract • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
Addendum No. 2 to theSecond Underlying Aggregate Excess Catastrophe Reinsurance Contract • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF MERIDIAN 52 Section 6.1. No Misrepresentation or Breach of Covenants or Warranties 53 Section 6.2. Officers' Certificates 53 Section 6.3. Letter as to Transaction Cost 54 Section 6.4. Approval of...Acquisition and Affiliation Agreement • March 31st, 1997 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Indiana
EXHIBIT 10.33 AGENCY PROFIT SHARING AGREEMENT The Company and the Agent agree that: I. In addition to the commissions otherwise paid by the Company to the Agent and subject to requirements imposed by law and conditions set forth in this agreement, the...Agency Profit Sharing Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
ENDORSEMENT NO. 2 to the PROPERTY EXCESS OF LOSS REINSURANCE BINDING AGREEMENT between MERIDIAN INSURANCE COMPANY of Indianapolis, Indiana CITIZENS SECURITY GROUP (hereinafter called "Company") and the NAC REINSURANCE CORPORATION New York, NY...Property Excess of Loss Reinsurance Binding Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
EXHIBIT 10.31 MODIFICATION OF TERM LOAN AGREEMENT THIS MODIFICATION OF TERM LOAN AGREEMENT, made and entered into as of ______________ ___, 1997 by and between MERIDIAN INSURANCE GROUP, INC. (the "Borrower"), and NBD BANK, N.A. (the "Bank");...Modification of Term Loan Agreement • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
AGREEMENT FOR THE TRANSFER OF CLAIM PROCESSING SERVICES THIS AGREEMENT FOR THE TRANSFER OF CLAIM PROCESSING SERVICES ("Agreement") is effective the 1st day of December, 1997, between Citizens Security Mutual Insurance Company, Citizens Fund Insurance...Agreement for the Transfer of Claim Processing Services • March 26th, 1998 • Meridian Insurance Group Inc • Fire, marine & casualty insurance • Minnesota
ENDORSEMENT #1 Property Excess of Loss Reinsurance Binding Agreement between Meridian Insurance Company of Indianapolis, Indiana and NAC Reinsurance Corporation New York, NY Article 5, entitled "TERRITORY" is amended to include the state of Iowa and...Property Excess of Loss Reinsurance Binding Agreement • March 28th, 1996 • Meridian Insurance Group Inc • Fire, marine & casualty insurance
