0000905729-03-000155 Sample Contracts

GUARANTEE AGREEMENT by and between PROFESSIONALS DIRECT, INC. and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of December 4, 2002
Guarantee 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").

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