0001158957-07-000097 Sample Contracts

MANAGEMENT AGREEMENT OF ATTORNEY-IN-FACT for AMERICAN PHYSICIANS INSURANCE EXCHANGE
Management Agreement • April 30th, 2007 • American Physicians Insurance CO

The Attorney-in-Fact shall afford the Board of Directors an opportunity to inspect at any reasonable times all records of the Attorney-in-Fact insofar as they relate to the business of the Exchange.

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ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • April 30th, 2007 • American Physicians Insurance CO • Texas

This ADVISORY SERVICES AGREEMENT (hereinafter referred to as this “Agreement”), dated and effective as of April 1, 2007, is made by and between API Advisory, LLC, a Texas limited liability company (hereinafter referred to as the “Advisor”) and American Physicians Insurance Company, a Texas insurance company (hereinafter referred to as “Insurer”).

Revocation of Authority of Attorney-In-Fact
American Physicians Insurance CO • April 30th, 2007

WHEREAS, American Physicians Insurance Exchange ("APIE") and APS Facilities Management, Inc. ("APS FMI"), as successor to American Physicians Service Corporation, n/k/a American Physicians Service Group, Inc. ("APSG"), are parties to that certain Management Agreement of Attorney-in-Fact for American Physicians Insurance Exchange, as amended from time to time (the "Attorney-in-Fact Agreement"); and

MANAGING GENERAL AGENCY AGREEMENT
Managing General Agency Agreement • April 30th, 2007 • American Physicians Insurance CO • Texas

This Agreement is entered into between American Physicians Insurance Company, a Texas Insurance Company (hereinafter called “Company”) and American Physicians Insurance Agency, Inc., a Texas corporation (hereinafter called “Managing Agent”). The effective date of this Agreement is April 1, 2007.

Merger Agreement and Plan of Merger
Merger Agreement and Plan of Merger • April 30th, 2007 • American Physicians Insurance CO • Texas

Therefore, four (4) shares of Insurance Company Common Stock issued in the Conversion would be exchanged for one (1) APSG Parent Common Share.

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