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EXHIBIT 99.1
AGREEMENT
This Agreement (the "Agreement") is entered into as of the 26th day of
June, 2001, by and among MEEMIC HOLDINGS, INC., a Michigan corporation (the
"Company"), PROASSURANCE CORPORATION, a Delaware corporation ("Parent"), MEDICAL
ASSURANCE, INC., a Delaware corporation ("MAI"), THE MEDICAL ASSURANCE COMPANY,
INC., an Alabama stock insurance corporation, MEDICAL ASSURANCE OF WEST
VIRGINIA, INC., a West Virginia stock insurance corporation, MEDICAL ASSURANCE
OF INDIANA AGENCY, INC., an Indiana corporation, SPECIALTY UNDERWRITERS
REINSURANCE FACILITY, a Bermuda company, MUTUAL ASSURANCE AGENCY, an Alabama
corporation, MUTUAL ASSURANCE AGENCY OF OHIO, INC., an Ohio corporation,
PROFESSIONALS GROUP, INC., a Michigan corporation ("Professionals"), PRONATIONAL
INSURANCE CO., a Michigan stock insurance corporation ("ProNational"), AMERICAN
INSURANCE MANAGEMENT CORPORATION, an Indiana corporation, PRONATIONAL INSURANCE
AGENCY, INC., a Michigan corporation, PROFESSIONALS GROUP SERVICES CORP., a
Michigan corporation, PROFESSIONALS NATIONAL INSURANCE CO., LTD., a Bermuda
corporation, MEDADVANTAGE, INC., a Florida corporation, PICOM CLAIMS SERVICES
CORPORATION, a Michigan corporation, PHYSICIANS PROTECTIVE PLAN, INC., a Florida
corporation, PRONATIONAL CASUALTY CO., an Illinois stock insurance corporation,
and AMERICAN MEDICAL INSURANCE EXCHANGE, an Indiana ___________________.
RECITALS:
A. MAI and Professionals Group, Inc., a Michigan corporation
("Professionals"), have executed an Agreement to Consolidate, dated as of June
22, 2000, as amended (the "Consolidation Agreement"), pursuant to which Parent
will acquire beneficial ownership of more than 10% of the outstanding common
stock of the Company.
B. The Company has been asked by Parent to exempt from Chapter 7A
of the Michigan Business Corporation Act ("Chapter 7A") any "business
combination" (as defined in Chapter 7A) between the Company and any of Parent
and the direct and indirect wholly owned subsidiaries of Parent that are parties
to this Agreement (including, without limitation, MAI) to the same extent as
business combinations by the Company with Professionals and ProNational are
currently exempt.
C. Professionals and ProNational are subject to certain
restrictions contained in Article VIII of the Company's Articles of
Incorporation which impose procedural and other requirements on "business
combinations" to which they and the Company are parties.
D. The Company is willing to grant the desired exemption from
Chapter 7A and the Company's Board of Directors has passed a resolution to that
effect which is conditioned upon Parent and its direct and indirect wholly owned
subsidiaries agreeing to be subject to Article VIII of the Company's Articles of
Incorporation to the same extent as Professionals.
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AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by all parties, the parties named herein, intending to be legally
bound hereby, agree as follows:
1. The parties to this Agreement hereby irrevocably agree that
Parent and each of the other parties to this Agreement, other than the Company,
shall hereafter be subject to Section 2 of Article VIII of the Company's
Articles of Incorporation to the same extent as if such party were named in such
Article VIII and as if such party were Professionals.
2. This Agreement shall not be revoked, cancelled, terminated or
assigned by any party under any circumstances or for any reason whatsoever.
3. This Agreement constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof and is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.
4. This Agreement shall be governed and construed in accordance
with the laws of the State of Michigan without regard to any applicable choice
of law rules.
5. This Agreement and any amendments hereto may be executed in
two or more counterparts, each of which shall be considered one and the same
agreement and shall become effective when both counterparts have been signed, it
being understood that the parties need not sign the same counterpart.
6. Entities which become direct or indirect wholly owned
subsidiaries of Parent after the date hereof may become parties hereto by duly
executing a counterpart copy of this Agreement and having such execution
acknowledged in writing by the Company.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
MEEMIC HOLDINGS, INC. MUTUAL ASSURANCE AGENCY
By: /s/ R. Xxxxx Xxxxxxx By: /s/ A. Xxxxxxx Xxxxx
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Its: Authorized Agent Its: Authorized Agent
PROASSURANCE CORPORATION MUTUAL ASSURANCE AGENCY OF
OHIO, INC.
By: /s/ A. Xxxxxxx Xxxxx By: /s/ A. Xxxxxxx Xxxxx
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Its: Authorized Agent Its: Authorized Agent
MEDICAL ASSURANCE, INC. PROFESSIONALS GROUP, INC.
By: /s/ A. Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent Its: Authorized Agent
MEDICAL ASSURANCE OF PRONATIONAL INSURANCE CO.
WEST VIRGINIA, INC.
By: /s/ A. Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent Its: Authorized Agent
MEDICAL ASSURANCE OF INDIANA AMERICAN INSURANCE MANAGEMENT
AGENCY, INC. CORPORATION
By: /s/ A. Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent Its: Authorized Agent
SPECIALTY UNDERWRITERS PRONATIONAL CASUALTY CO.
REINSURANCE FACILITY
By: /s/ A. Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent Its: Authorized Agent
PRONATIONAL INSURANCE PROFESSIONALS GROUP SERVICES CORP.
AGENCY, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent Its: Authorized Agent
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PROFESSIONALS NATIONAL INSURANCE CO., LTD. MEDADVANTAGE, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent Its: Authorized Agent
PICOM CLAIMS SERVICES CORPORATION AMERICAN MEDICAL INSURANCE EXCHANGE
By: /s/ Xxxxxx X. Xxxxx By: American Insurance Management
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Its: Attorney-in-Fact Its: Authorized Agent
By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent
PHYSICIANS PROTECTIVE PLAN, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: Authorized Agent
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