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                                                                   EXHIBIT 10.13

                          PLEDGE AND SECURITY AGREEMENT

                  THIS PLEDGE AND SECURITY AGREEMENT (the "Pledge Agreement"),
dated as of May 10, 2001 is made by PROASSURANCE CORPORATION, a corporation
organized under the laws of Delaware (the "Pledgor"), in favor of SOUTHTRUST
BANK, an Alabama banking corporation, as Administrative Agent (in such capacity,
the "Administrative Agent"), for the ratable benefit of itself and the financial
institutions (the "Lenders") as are, or may from time to time become, parties to
the Credit Agreement (as defined below).

                                    RECITALS

                  Pursuant to a Credit Agreement, dated as of May 10, 2001
(together with all amendments and other modifications, if any, from time to time
hereafter made thereto, the "Credit Agreement"), by and among the Pledgor, as
Borrower, the Lenders, and the Administrative Agent, the Lenders have agreed to
extend Borrowings to the Pledgor as more specifically described in the Credit
Agreement.

                  The Pledgor is the legal and beneficial owner of (a) the
shares of Pledged Stock (as hereinafter defined) issued by certain Subsidiaries
as specified on SCHEDULE 1 attached hereto and incorporated herein by reference
(collectively, the "Issuers") and (b) the Partnership Interests (as hereinafter
defined) in the partnerships and limited liability companies listed on SCHEDULE
2 hereto (collectively, the "Partnerships").

                  In connection with the transactions contemplated by the Credit
Agreement and as a condition precedent thereto, the Lenders have requested, and
the Pledgor has agreed to execute and deliver, this Pledge Agreement together
with all certificates representing the Pledged Stock and the Partnership
Interests to the Administrative Agent for the ratable benefit of itself and the
Lenders.

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Credit Agreement and
make available Borrowings thereunder, the Pledgor hereby agrees with the
Administrative Agent for the ratable benefit of itself and Lenders as follows:

                  1.                 DEFINED TERMS. Unless otherwise defined
                           herein, terms which are defined in the Credit
                           Agreement and used herein are so used as so defined,
                           and the following terms shall have the following
                           meanings:

                  "Code" means the Uniform Commercial Code from time to time in
         effect in the State of Alabama.

                  "Collateral" means the Stock Collateral and the Partnership
         Collateral.

                  "Partnership Collateral" means all of the Partnership
         Interests of the Pledgor in the Partnerships and all Proceeds
         therefrom.

                  "Partnership Interests" means the entire partnership or
         membership interest of the Pledgor in each Partnership listed on
         SCHEDULE 2 hereto, including without limitation, Pledgor's capital
         account, its interest as a partner or member in the net cash flow, net
         profit and net loss, and items of income, gain, loss, deduction and
         credit of the Partnerships, its interest in all distributions made or
         to be made by the Partnerships to the Pledgor and all of the other
         economic rights, titles and interests of the Pledgor as a partner or
         member of the Partnerships, whether set forth in the partnership
         agreement or membership agreement of the Partnerships, by separate
         agreement or otherwise.

                  "Pledge Agreement" means this Pledge and Security Agreement,
         as amended or modified.

                  "Pledged Stock" means the shares of capital stock of each
         Issuer listed on SCHEDULE 1 hereto, together with all stock
         certificates, options or rights of any nature whatsoever that may be
         issued or granted by such Issuer to the Pledgor while this Pledge
         Agreement is in effect.


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                  "Proceeds" means all "proceeds" as such term is now or
         hereafter defined in the Code and, in any event, shall include, without
         limitation, all dividends or other income from the Pledged Stock,
         collections thereon, proceeds of sale thereof or distributions with
         respect thereto.

                  "Stock Collateral" means the Pledged Stock and all Proceeds
         therefrom.

                  2.                PLEDGE AND GRANT OF SECURITY INTEREST. For
                           the purpose of creating and perfecting a security
                           interest in the Pledged Stock, the Pledgor hereby
                           delivers to the Administrative Agent, for the ratable
                           benefit of itself and the Lenders all the Pledged
                           Stock and hereby grants to the Administrative Agent,
                           for the ratable benefit of itself and the Lenders, a
                           first priority security interest in the Pledged Stock
                           and all other Collateral, as collateral security for
                           the prompt and complete payment and performance when
                           due (whether at the stated maturity, by acceleration
                           or otherwise) of the Obligation. The Administrative
                           Agent hereby acknowledges receipt of the certificates
                           representing the Pledged Stock and agrees to hold the
                           Pledged Stock subject to the terms of this Pledge
                           Agreement.

                  3.                STOCK POWERS. Concurrently with the delivery
                           to the Administrative Agent of each certificate
                           representing one or more shares of Pledged Stock, the
                           Pledgor shall deliver an undated stock power covering
                           such certificate, duly executed in blank by the
                           Pledgor with, if the Administrative Agent so
                           requests, signature guaranteed.

                  4.                PLEDGOR REMAINS LIABLE. Anything herein to
                           the contrary notwithstanding, (a) the Pledgor shall
                           remain liable to perform all of its duties and
                           obligations as a partner or member of the
                           Partnerships to the same extent as if this Pledge
                           Agreement had not been executed, (b) the exercise by
                           the Administrative Agent or any Lender of any of its
                           rights hereunder shall not release the Pledgor from
                           any of its duties or obligations as a partner or
                           member of the Partnerships, and (c) neither the
                           Administrative Agent nor any Lender shall have any
                           obligation or liability as a partner or member of the
                           Partnerships by reason of this Pledge Agreement.

                  5.                REPRESENTATIONS AND WARRANTIES. To induce
                           the Administrative Agent and the Lenders to execute
                           the Credit Agreement and fund any Borrowings and to
                           accept the security contemplated hereby, the Pledgor
                           hereby represents and warrants that:

         (a)               the Pledgor has the corporate or partnership, as
                  applicable, right, power and authority and has taken all
                  necessary corporate or partnership, as applicable, action to
                  authorize its execution, delivery and performance of, and
                  grant of the Lien on the Collateral pursuant to, this Pledge
                  Agreement;

         (b)               this Pledge Agreement constitutes a legal, valid
                  and binding obligation of the Pledgor enforceable against the
                  Pledgor in accordance with its terms, except as such
                  enforcement may be limited by bankruptcy, insolvency,
                  reorganization, moratorium or similar state or federal debtor
                  relief laws from time to time in effect which affect the
                  enforcement of creditors' rights generally and the
                  availability of equitable remedies;

         (c)               the execution, delivery and performance of this
                  Pledge Agreement will not (i) violate any applicable laws
                  relating to the Pledgor or any of its Subsidiaries; (ii)
                  conflict with, result in a breach of or constitute a default
                  under any Material Agreement to which Pledgor is a party or by
                  which any of its properties may be bound or (iii) result in
                  the creation or imposition of any Lien upon or with respect to
                  any material property now owned or hereafter acquired by the
                  Pledgor other than Liens arising under the Loan Documents;

         (d)               except as contemplated in PARAGRAPH 12 hereof, no
                  consent or authorization of, filing with, or other act by or
                  in respect of, any arbitrator, Insurance Regulator, or other
                  Governmental Authority and no consent of any other Person
                  (including, without limitation, any stockholder, other owner
                  or creditor


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                  of the Pledgor or any Issuer or any general or limited
                  partner, member or manager of any Partnership), is required in
                  connection with the execution, delivery, performance, validity
                  or enforceability against the Pledgor of this Pledge
                  Agreement, except (i) as may be required in connection with
                  the disposition of the Pledged Stock and the Partnership
                  Interests by Laws affecting the offering and sale of
                  securities generally, and (ii) filings under the Uniform
                  Commercial Code;

         (e)               no litigation, investigation or proceeding of or
                  before any arbitrator, Insurance Regulator, or other
                  Governmental Authority is pending or, to the knowledge of the
                  Pledgor, threatened by or against the Pledgor or against any
                  of its properties or revenues with respect to this Pledge
                  Agreement or any of the transactions contemplated hereby;

         (f)               the shares of Pledged Stock listed on SCHEDULE 1
                  constitute all the issued and outstanding shares of all
                  classes of the capital stock of each of the Issuers;

         (g)               all the shares of the Pledged Stock have been duly
                  and validly issued and are fully paid and nonassessable;

         (h)               the Pledgor is the record and beneficial owner of,
                  and has good and marketable title to, the Pledged Stock and
                  Partnership Interests, free of any and all Liens or options in
                  favor of, or claims of, any other Person, except the Lien
                  created by this Pledge Agreement;

         (i)               none of the Partnership Interests are represented by
                  certificates;

         (j)               upon (A) delivery to the Administrative Agent of the
                  stock certificates evidencing the Pledged Stock, the Lien
                  granted pursuant to this Pledge Agreement will constitute a
                  valid, perfected first priority Lien on the Pledged Stock and
                  (B) filing of UCC-1 financing statements in the appropriate
                  filing offices, the Lien granted pursuant to this Pledge
                  Agreement will constitute a valid, perfected first priority
                  Lien on the other Collateral, in each case enforceable as such
                  against all creditors of the Pledgor and any Persons
                  purporting to purchase any of the Collateral from the Pledgor;
                  and

         (k)               Pledgor has delivered to the Administrative Agent
                  true and complete copies of the partnership or membership
                  agreements for each of the Partnerships which partnership or
                  membership agreements are currently in full force and effect
                  and have not been amended or modified except as disclosed to
                  the Administrative Agent in writing.

                  6.                CERTAIN COVENANTS AND AGREEMENTS. The
                           Pledgor covenants and agrees with the Administrative
                           Agent for the ratable benefit of itself and the
                           Lenders that, from and after the date of this Pledge
                           Agreement until the Obligation is paid in full and
                           the Commitments are terminated:

         (a)               On or before the date of execution of this Pledge
                  Agreement, the Pledgor shall cause each of the partners or
                  members of each of the Partnerships to execute a consent in
                  the form attached hereto evidencing the consent of the
                  partners or members to the pledge of the Partnership Interests
                  pursuant to this Pledge Agreement.

         (b)               The Pledgor agrees that as a partner or member in the
                  Partnerships it will abide by, perform and discharge each and
                  every material obligation, covenant and agreement to be abided
                  by, performed or discharged by Pledgor under the terms of the
                  partnership or membership agreements of the Partnerships, at
                  no cost or expense to the Administrative Agent or the Lenders.

         (c)               If the Pledgor shall, as a result of its ownership of
                  the Pledged Stock or any other Collateral, become entitled to
                  receive or shall receive any stock or other certificate
                  (including, without limitation, any certificate representing a
                  stock dividend or a distribution in connection with any
                  reclassification,


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                  increase or reduction of capital or any certificate issued in
                  connection with any reorganization), option or rights, whether
                  in addition to, in substitution of, as a conversion of, or in
                  exchange for any shares of the Pledged Stock or other
                  Collateral, or otherwise in respect thereof, the Pledgor shall
                  accept the same as the agent of the Administrative Agent, hold
                  the same in trust for the Administrative Agent and deliver the
                  same forthwith to the Administrative Agent in the exact form
                  received, duly indorsed by the Pledgor to the Administrative
                  Agent, if required, together with an undated stock power
                  covering such certificate duly executed in blank by the
                  Pledgor and with, if the Administrative Agent so requests,
                  signature guaranteed, to be held by the Administrative Agent,
                  subject to the terms hereof, as additional collateral security
                  for the Obligation.

         (d)               Except as expressly permitted by the Credit
                  Agreement, without the prior written consent of the
                  Administrative Agent, the Pledgor will not (i) vote to enable,
                  or take any other action to permit, any Issuer to issue any
                  stock or other equity securities of any nature or to issue any
                  other securities convertible into or granting the right to
                  purchase or exchange for any stock or other equity securities
                  of any nature of such Issuer, (ii) except as expressly
                  provided to the contrary herein, consent to any modification,
                  extension or alteration of the terms of any partnership or
                  membership agreement of the Partnerships, (iii) accept a
                  surrender of any partnership or membership agreement of any of
                  the Partnerships or waive any breach of or default under any
                  partnership or membership agreement of any of the Partnerships
                  by any other party thereto, (iv) sell, assign, transfer,
                  exchange, or otherwise dispose of, or grant any option with
                  respect to, the Pledged Stock, or (v) create, incur or permit
                  to exist any Lien or option in favor of, or any claim of any
                  Person with respect to, any of the Collateral, or any interest
                  therein, except for the Lien provided for by this Pledge
                  Agreement. The Pledgor will defend the right, title and
                  interest of the Administrative Agent in and to the Collateral
                  against the claims and demands of all Persons whomsoever.

         (e)               At any time and from time to time, upon the written
                  request of the Administrative Agent, and at the sole expense
                  of the Pledgor, the Pledgor will promptly and duly execute and
                  deliver such further instruments and documents and take such
                  further actions as the Administrative Agent may reasonably
                  request for the purposes of obtaining or preserving the full
                  benefits of this Pledge Agreement and of the rights and powers
                  herein granted. If any amount payable under or in connection
                  with any of the Collateral shall be or become evidenced by any
                  promissory note, other instrument or chattel paper, such note,
                  instrument or chattel paper shall be immediately delivered to
                  the Administrative Agent, duly endorsed in a manner
                  satisfactory to the Administrative Agent, to be held as
                  Collateral pursuant to this Pledge Agreement.

         (f)               The Pledgor agrees to pay, and to save the
                  Administrative Agent and the Lenders harmless from, any and
                  all liabilities with respect to, or resulting from any delay
                  in paying, any and all stamp, excise, sales or other similar
                  taxes which may be payable or determined to be payable with
                  respect to any of the Collateral or in connection with any of
                  the transactions contemplated by this Pledge Agreement.

         (g)               On or prior to the formation or acquisition of any
                  Subsidiary of the Pledgor that is or is expected to be a
                  Significant Subsidiary, other than MEEMIC and its
                  Subsidiaries, the Pledgor agrees at the request of the
                  Administrative Agent, to execute such amendments and
                  supplements to this Pledge Agreement, including without
                  limitation the Pledge Agreement Supplement attached hereto,
                  and such other documents and instruments and to take any and
                  all actions, all as shall be necessary, in the reasonable
                  judgment of the Administrative Agent, to pledge the Pledgor's
                  interest therein to the Administrative Agent for the ratable
                  benefit of itself and the Lenders.

                  7.                CASH DIVIDENDS AND DISTRIBUTIONS; VOTING
                           RIGHTS. Unless an Event of Default shall have
                           occurred and be continuing and the Administrative
                           Agent shall have given notice to the Pledgor of the
                           Administrative Agent's intent to exercise its rights
                           pursuant to PARAGRAPH 8 below, the Pledgor shall be
                           permitted to receive all cash dividends and
                           shareholder, partnership and membership distributions
                           paid in accordance with the terms of the Credit


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                           Agreement in respect of the Collateral and to
                           exercise all voting and corporate, partnership or
                           membership rights, as applicable, with respect to the
                           Collateral; provided, that no vote shall be cast or
                           corporate, partnership or membership right exercised
                           or other action taken which, in the Administrative
                           Agent's reasonable judgment, would impair the
                           Collateral or which would result in any violation of
                           any provision of the Credit Agreement, the Notes, any
                           other Loan Documents or this Pledge Agreement.

                  8.                RIGHTS OF THE ADMINISTRATIVE AGENT.

         (a)               If an Event of Default shall occur and be continuing
                  and the Administrative Agent shall give notice of its intent
                  to exercise such rights to the Pledgor, and subject to the
                  receipt of any applicable approvals from Insurance Regulators,
                  and compliance by Administrative Agent and Lenders with any
                  applicable filing or other requirements of the applicable
                  Insurance Regulators, (i) the Administrative Agent shall have
                  the right to receive any and all cash dividends paid in
                  respect of the Pledged Stock and partnership and membership
                  distributions in respect of the Partnership Interests and make
                  application thereof to the Obligation in the order set forth
                  in SECTION 11.8 of the Credit Agreement and (ii) all shares of
                  the Pledged Stock shall be registered in the name of the
                  Administrative Agent or its nominee, and the Administrative
                  Agent or its nominee may thereafter exercise (A) all voting,
                  corporate and other rights pertaining to such shares of the
                  Pledged Stock at any meeting of shareholders of the applicable
                  Issuer or otherwise and (B) any and all rights of conversion,
                  exchange, subscription, and any other rights, privileges or
                  options pertaining to such shares of the Pledged Stock as if
                  it were the absolute owner thereof (including, without
                  limitation, the right to exchange at its discretion any and
                  all of the Pledged Stock upon the merger, consolidation,
                  reorganization, recapitalization or other fundamental change
                  in the corporate structure of the applicable Issuer, or upon
                  the exercise by the Pledgor or the Administrative Agent of any
                  right, privilege or option pertaining to such shares of the
                  Pledged Stock, and in connection therewith, the right to
                  deposit and deliver any and all of the Pledged Stock with any
                  committee, depositary, transfer agent, registrar or other
                  designated agency upon such terms and conditions as it may
                  determine), all without liability except to account for
                  property actually received by it, but the Administrative Agent
                  shall have no duty to the Pledgor to exercise any such right,
                  privilege or option and shall not be responsible for any
                  failure to do so or delay in so doing.

         (b)               The rights of the Administrative Agent and the
                  Lenders hereunder shall not be conditioned or contingent upon
                  the pursuit by the Administrative Agent or any Lender of any
                  right or remedy against the Pledgor or against any other
                  Person which may be or become liable in respect of all or any
                  part of the Obligation or against any collateral security
                  therefor, guarantee therefor or right of offset with respect
                  thereto. Neither the Administrative Agent nor any Lender shall
                  be liable for any failure to demand, collect or realize upon
                  all or any part of the Collateral or for any delay in doing
                  so, nor shall the Administrative Agent be under any obligation
                  to sell or otherwise dispose of any Collateral upon the
                  request of the Pledgor or any other Person or to take any
                  other action whatsoever with regard to the Collateral or any
                  part thereof.

         (c)               Pledgor agrees to cooperate with and assist
                  Administrative Agent and Lenders in connection with any
                  filings to be with, or approvals required from, any Insurance
                  Regulators or other Governmental Authorities.

                  9.                REMEDIES. If an Event of Default shall occur
                           and be continuing, with the consent of the Required
                           Lenders, and subject to the receipt of any applicable
                           approvals from Insurance Regulators, and compliance
                           by Administrative Agent and Lenders with any
                           applicable filing or other requirements of the
                           applicable Insurance Regulators, the Administrative
                           Agent may, and upon the request of the Required
                           Lenders, the Administrative Agent shall, exercise on
                           behalf of itself and the Lenders, all rights and
                           remedies granted in this Pledge Agreement and in any
                           other instrument or agreement securing, evidencing or
                           relating to the Obligation, and in addition thereto,
                           all rights and remedies of a secured party under the
                           Code. Without limiting the


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                           generality of the foregoing with regard to the scope
                           of the Administrative Agent's remedies, the
                           Administrative Agent, without demand of performance
                           or other demand, presentment, protest, advertisement
                           or notice of any kind (except any notice required by
                           law referred to below) to or upon the Pledgor, any
                           Issuer, any Partnership or any other Person (all and
                           each of which demands, defenses, advertisements and
                           notices are hereby waived), may in such circumstances
                           forthwith collect, receive, appropriate and realize
                           upon the Collateral, or any part thereof, and/or may
                           forthwith sell, assign, give option or options to
                           purchase or otherwise dispose of and deliver the
                           Collateral or any part thereof (or contract to do any
                           of the foregoing), in one or more parcels at public
                           or private sale or sales, in the over-the-counter
                           market, at any exchange, broker's board or office of
                           the Administrative Agent or any Lender or elsewhere
                           upon such terms and conditions as it may deem
                           advisable and at such prices as it may deem best, for
                           cash or on credit or for future delivery without
                           assumption of any credit risk. The Administrative
                           Agent or any Lender shall have the right upon any
                           such public sale or sales, and, to the extent
                           permitted by law, upon any such private sale or
                           sales, to purchase the whole or any part of the
                           Collateral so sold, free of any right or equity of
                           redemption in the Pledgor, which right or equity is
                           hereby waived or released. The Administrative Agent
                           shall apply any Proceeds from time to time held by it
                           and the net proceeds of any such collection,
                           recovery, receipt, appropriation, realization or
                           sale, after deducting all reasonable costs and
                           expenses of every kind incurred in respect thereof or
                           incidental to the care or safekeeping of any of the
                           Collateral or in any way relating to the Collateral
                           or the rights of the Administrative Agent and the
                           Lenders hereunder, including, without limitation,
                           reasonable attorneys' fees and disbursements of
                           counsel thereto, to the payment in whole or in part
                           of the Obligation, in the order set forth in SECTION
                           11.8 of the Credit Agreement, and only after such
                           application and after the payment by the
                           Administrative Agent of any other amount required by
                           any provision of law, including, without limitation,
                           Section 9-504(1)(c) of the Code (or any successor
                           provision), need the Administrative Agent account for
                           the surplus, if any, to the Pledgor. To the extent
                           permitted by applicable law, the Pledgor waives all
                           claims, damages and demands it may acquire against
                           the Administrative Agent or any Lender arising out of
                           the exercise by them of any rights hereunder. If any
                           notice of a proposed sale or other disposition of
                           Collateral shall be required by law, such notice
                           shall be deemed reasonable and proper if given at
                           least 10 days before such sale or other disposition.

                  10.               REGISTRATION RIGHTS; PRIVATE SALES.

         (a)               If the Administrative Agent shall determine to
                  exercise its right to sell any or all of the Collateral
                  pursuant to PARAGRAPH 9 hereof, and if in the opinion of the
                  Administrative Agent it is necessary or advisable to have such
                  Collateral, or that portion thereof to be sold, registered
                  under the provisions of the Security Act of 1933, as amended
                  (the "Securities Act"), the Pledgor will use its best efforts
                  to cause the applicable Issuer or Partnership to (i) execute
                  and deliver, and use its best efforts to cause the directors,
                  officers and representatives of the applicable Issuer or
                  Partnership to execute and deliver, all such instruments and
                  documents, and do or cause to be done all such other acts as
                  may be, in the opinion of the Administrative Agent, necessary
                  or advisable to register such Collateral, or that portion
                  thereof to be sold, under the provisions of the Securities
                  Act, (ii) to use its best efforts to cause the registration
                  statement relating thereto to become effective and to remain
                  effective for a period of one year from the date of the first
                  public offering of such Collateral or that portion thereof to
                  be sold, and (iii) to make all amendments thereto and/or to
                  the related prospectus which, in the opinion of the
                  Administrative Agent, are necessary or advisable, all in
                  conformity with the requirements of the Securities Act and the
                  rules and regulations of the Securities and Exchange
                  Commission applicable thereto. The Pledgor agrees to use its
                  best efforts to cause the applicable Issuer or Partnership to
                  comply with the provisions of the securities or "Blue Sky"
                  laws of any and all jurisdictions which the Administrative
                  Agent shall designate and to make available to its security
                  holders, as soon as practicable, an earnings statement (which
                  need not be audited) which will satisfy the provisions of
                  Section 11(a) of the Securities Act. For the purposes of this
                  SECTION 10.(A), "applicable Issuer or Partnership" shall mean
                  each Issuer or Partnership which is a direct or indirect
                  wholly-owned Subsidiary of the Pledgor.


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         (b)               The Pledgor recognizes that the Administrative Agent
                  may be unable to effect a public sale of any or all the
                  Collateral, by reason of certain prohibitions contained in the
                  Securities Act and applicable state securities laws or
                  otherwise, and may be compelled to resort to one or more
                  private sales thereof to a restricted group of purchasers
                  which will be obliged to agree, among other things, to acquire
                  such securities for their own account for investment and not
                  with a view to the distribution or resale thereof. The Pledgor
                  acknowledges and agrees that any such private sale may result
                  in prices and other terms less favorable than if such sale
                  were a public sale and, notwithstanding such circumstances,
                  agrees that any such private sale shall be deemed to have been
                  made in a commercially reasonable manner. The Administrative
                  Agent shall be under no obligation to delay a sale of any of
                  the Collateral for the period of time necessary to permit the
                  applicable Issuer or Partnership to register such securities
                  for public sale under the Securities Act, or under applicable
                  state securities laws, even if the applicable Issuer or
                  Partnership would agree to do so.

         (c)               The Pledgor further agrees to use its best efforts to
                  do or cause to be done all such other acts as may be necessary
                  to make such sale or sales of all or any portion of the
                  Collateral pursuant to this PARAGRAPH 10 valid and binding and
                  in compliance with any and all other applicable Laws and
                  applicable requirements of the Insurance Regulators. The
                  Pledgor further agrees that a breach of any of the covenants
                  contained in this PARAGRAPH 10 will cause irreparable injury
                  to the Administrative Agent and the Lenders not compensable in
                  damages, that the Administrative Agent and the Lenders have no
                  adequate remedy at law in respect of such breach and, as a
                  consequence, that each and every covenant contained in this
                  PARAGRAPH 10 shall be specifically enforceable against the
                  Pledgor, and the Pledgor hereby waives and agrees not to
                  assert any defenses against an action for specific performance
                  of such covenants except for a defense that no Event of
                  Default has occurred under the Credit Agreement.

                  11.               AMENDMENTS, ETC. WITH RESPECT TO THE
                           OBLIGATION. The Pledgor shall remain obligated
                           hereunder, and the Collateral shall remain subject to
                           the Lien granted hereby, notwithstanding that,
                           without any reservation of rights against the
                           Pledgor, and without notice to or further assent by
                           the Pledgor, any demand for payment of the Obligation
                           made by the Administrative Agent or any Lender may be
                           rescinded by the Administrative Agent or such Lender,
                           and any of the Obligations continued, and the
                           Obligation, or the liability of the Pledgor or any
                           other Person upon or for any part thereof, or any
                           collateral security or guarantee therefor or right of
                           offset with respect thereto, may, from time to time,
                           in whole or in part, be renewed, extended, amended,
                           modified, accelerated, compromised, waived,
                           surrendered, or released by the Administrative Agent
                           or any Lender, and the Credit Agreement, the Notes,
                           any other Loan Documents and any other documents
                           executed and delivered in connection therewith may be
                           amended, modified, supplemented or terminated, in
                           whole or in part, as the Lenders (or the Required
                           Lenders, as the case may be) may deem advisable from
                           time to time, and any guarantee, right of offset or
                           other collateral security at any time held by the
                           Administrative Agent or any Lender for the payment of
                           the Obligation may be sold, exchanged, waived,
                           surrendered or released. Neither the Administrative
                           Agent nor any Lender shall have any obligation to
                           protect, secure, perfect or insure any other Lien at
                           any time held by it as security for the Obligation or
                           any property subject thereto. The Pledgor waives any
                           and all notice of the creation, renewal, extension or
                           accrual of the Obligation or any part thereof and
                           notice of or proof of reliance by the Administrative
                           Agent or any Lender upon this Pledge Agreement; the
                           Obligation, and any part thereof, shall conclusively
                           be deemed to have been created, contracted or
                           incurred in reliance upon this Pledge Agreement; and
                           all dealings between the Pledgor, on the one hand,
                           and the Administrative Agent and the Lenders, on the
                           other, shall likewise be conclusively presumed to
                           have been had or consummated in reliance upon this
                           Pledge Agreement. The Pledgor waives diligence,
                           presentment, protest, demand for payment and notice
                           of default or nonpayment to or upon the Pledgor with
                           respect to the Obligation.


                                       7
<PAGE>   8

                  12.               REGULATORY APPROVAL. The Pledgor will, at
                           its expense, promptly execute and deliver, or cause
                           the execution and delivery of, all applications,
                           certificates, instruments, registration statements,
                           filings and all other documents and papers the
                           Administrative Agent may reasonably request or as may
                           be required by law in connection with the obtaining
                           of any consent, approval, registration, qualification
                           or authorization of any Insurance Regulator or other
                           Governmental Authority or of any other Person
                           necessary or appropriate for the effective exercise
                           of any rights under this Pledge Agreement. Without
                           limiting the generality of the foregoing, if an Event
                           of Default shall have occurred and be continuing, the
                           Pledgor shall take any action which the
                           Administrative Agent may reasonably request in order
                           to transfer and assign to the Administrative Agent,
                           or to such one or more third parties as the
                           Administrative Agent may designate, or to a
                           combination of the foregoing, each license and
                           Authorization of any Insurance Regulator or other
                           Governmental Authority. To enforce the provisions of
                           this PARAGRAPH 12, upon the occurrence and during the
                           continuance of an Event of Default, the
                           Administrative Agent is empowered to request the
                           appointment of a receiver from any court of competent
                           jurisdiction. Such receiver shall be instructed to
                           seek from the Insurance Regulators and all other
                           necessary Governmental Authorities an involuntary
                           transfer of control of the Pledged Stock or
                           Partnership Interests and Authorization from the
                           applicable Insurance Regulators for the purpose of
                           seeking a bona fide purchaser to whom control of such
                           property will ultimately be transferred. The Pledgor
                           hereby agrees to authorize such an involuntary
                           transfer of control upon the request of the receiver
                           so appointed and, if the Pledgor shall refuse to
                           authorize the transfer, its approval may be required
                           by the court. Upon the occurrence and during the
                           continuance of an Event of Default, the Pledgor shall
                           further use its best efforts to assist in obtaining
                           approval of any applicable Insurance Regulator, if
                           required, for any action or transactions contemplated
                           by this Pledge Agreement including, without
                           limitation, the preparation, execution and filing
                           with the applicable Insurance Regulator of the
                           assignor's or transferor's portion of any filings or
                           applications for consent to the assignment or
                           transfer of control necessary or appropriate under
                           the rules and regulations of the applicable Insurance
                           Regulators for the approval of the transfer or
                           assignment of any portion of the Collateral, together
                           with any other applicable Authorizations. The Pledgor
                           acknowledges that the assignment or transfer of such
                           rights is integral to the Administrative Agent's and
                           the Lenders' realization of the value of the
                           Collateral, that there is no adequate remedy at law
                           for failure by the Pledgor to comply with the
                           provisions of this PARAGRAPH 12 and that such failure
                           would cause irreparable injury not adequately
                           compensable in damages, and therefore agrees that
                           each and every covenant contained in this PARAGRAPH
                           12 may be specifically enforced, and the Pledgor
                           hereby waives and agrees not to assert any defenses
                           against an action for specific performance of such
                           covenants.

                  13.               LIMITATION ON DUTIES REGARDING COLLATERAL.
                           The Administrative Agent's sole duty with respect to
                           the custody, safekeeping and physical preservation of
                           the Collateral in its possession, under Section 9-207
                           of the Code or otherwise, shall be to deal with it in
                           the same manner as the Administrative Agent deals
                           with similar securities and property for its own
                           account. Neither the Administrative Agent, any Lender
                           nor any of their respective directors, officers,
                           employees or agents shall be liable for failure to
                           demand, collect or realize upon any of the Collateral
                           or for any delay in doing so or shall be under any
                           obligation to sell or otherwise dispose of any
                           Collateral upon the request of the Pledgor or
                           otherwise.

                  14.               POWERS COUPLED WITH AN INTEREST. All
                           authorizations and agencies herein contained with
                           respect to the Collateral constitute irrevocable
                           powers coupled with an interest.

                  15.               SEVERABILITY. Any provision of this Pledge
                           Agreement which is prohibited or unenforceable in any
                           jurisdiction shall, as to such jurisdiction, be
                           ineffective to the extent of such prohibition or
                           unenforceability without invalidating the remaining
                           provisions hereof, and


                                       8
<PAGE>   9

                           any such prohibition or unenforceability in any
                           jurisdiction shall not invalidate or render
                           unenforceable such provision in any other
                           jurisdiction.

                  16.               PARAGRAPH HEADINGS. The paragraph headings
                           used in this Pledge Agreement are for convenience of
                           reference only and are not to affect the construction
                           hereof or be take into consideration in the
                           interpretation hereof.

                  17.               NO WAIVER; CUMULATIVE REMEDIES. Neither the
                           Administrative Agent nor any Lender shall by any act
                           (except by a written instrument pursuant to PARAGRAPH
                           18 hereof) be deemed to have waived any right or
                           remedy hereunder or to have acquiesced in any Default
                           or Potential Default or in any breach of any of the
                           terms and conditions hereof. No failure to exercise,
                           nor any delay in exercising, on the part of the
                           Administrative Agent or any Lender, any right, power
                           or privilege hereunder shall operate as a waiver
                           thereof. No single or partial exercise of any right,
                           power or privilege hereunder shall preclude any other
                           or further exercise thereof or the exercise of any
                           other right, power or privilege. A waiver by the
                           Administrative Agent or any Lender of any right or
                           remedy hereunder on any one occasion shall not be
                           construed as a bar to any right or remedy which the
                           Administrative Agent or such Lender would otherwise
                           have on any future occasion. The rights and remedies
                           herein provided are cumulative, may be exercised
                           singly or concurrently and are not exclusive of any
                           other rights or remedies provided by law.

                  18.               WAIVER AND AMENDMENTS; SUCCESSORS AND
                           ASSIGNS; GOVERNING LAW. None of the terms or
                           provisions of this Pledge Agreement may be amended,
                           supplemented or otherwise modified except by a
                           written instrument executed by the Pledgor and the
                           Administrative Agent; provided that any consent by
                           the Administrative Agent to any waiver, amendment,
                           supplement or modification hereto shall be subject to
                           approval thereof by the Lenders or Required Lenders,
                           as applicable, in accordance with SECTION 13.11 of
                           the Credit Agreement. This Pledge Agreement shall be
                           binding upon the successors and assigns of the
                           Pledgor and shall inure to the benefit of the
                           Administrative Agent and the Lenders and their
                           respective successors and assigns. This Pledge
                           Agreement shall be governed by, and construed and
                           interpreted in accordance with, the laws of the State
                           of Alabama.

                  19.               NOTICES. All notices and communications
                           hereunder shall be given to the addresses and
                           otherwise in accordance with SECTION 13.3 of the
                           Credit Agreement, with notices to Pledgor being sent
                           in care of Borrower.

                  20.               IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO
                           ISSUERS AND PARTNERSHIPS. The Pledgor hereby
                           authorizes and instructs each Issuer and Partnership
                           to comply with any instruction received by it from
                           the Administrative Agent in writing that (a) states
                           that an Event of Default has occurred and is
                           continuing and (b) is otherwise in accordance with
                           the terms of this Pledge Agreement, without any other
                           or further instructions from the Pledgor, and the
                           Pledgor agrees that such Issuer and Partnership shall
                           be fully protected in so complying.

                  21.               AUTHORITY OF ADMINISTRATIVE AGENT. The
                           Pledgor acknowledges that the rights and
                           responsibilities of the Administrative Agent under
                           this Pledge Agreement with respect to any action
                           taken by the Administrative Agent or the exercise or
                           non-exercise by the Administrative Agent of any
                           option, voting right, request, judgment or other
                           right or remedy provided for herein or resulting or
                           arising out of this Pledge Agreement shall, as
                           between the Administrative Agent and the Lenders, be
                           governed by the Credit Agreement and by such other
                           agreements with respect thereto as may exist from
                           time to time among them, but, as between the
                           Administrative Agent and the Pledgor, the
                           Administrative Agent shall be conclusively presumed
                           to be acting as agent for itself and the Lenders with
                           full and valid authority so to act or refrain from
                           acting, and neither the Pledgor nor any Issuer shall
                           be under any obligation, or entitlement, to make any
                           inquiry respecting such authority.


                                       9
<PAGE>   10

                  22.               CONSENT TO JURISDICTION; INDEMNIFICATION.
                           The Pledgor hereby irrevocably consents to the
                           personal jurisdiction of the state and federal courts
                           located in Jefferson County, Alabama, in any action,
                           claim or other proceeding arising out of or any
                           dispute in connection with this Pledge Agreement, any
                           rights or obligations hereunder, or the performance
                           of such rights and obligations. The Pledgor hereby
                           irrevocably consents to the service of a summons and
                           complaint and other process in any action, claim or
                           proceeding brought by the Administrative Agent or any
                           Lender in connection with this Pledge Agreement, any
                           rights or obligations hereunder, or the performance
                           of such rights and obligations, on behalf of itself
                           or its property, in the manner provided in SECTION
                           13.10 of the Credit Agreement, and agrees to
                           indemnify each Agent, Lead Arranger, Co-Arranger and
                           each Lender as, and to the extent, provided in
                           SECTION 11.12 of the Credit Agreement. Nothing in
                           this PARAGRAPH 22 shall affect the right of the
                           Administrative Agent or any Lender to serve legal
                           process in any other manner permitted by Applicable
                           Law or affect the right of the Administrative Agent
                           or any Lender to bring any action or proceeding
                           against the Pledgor or its properties in the courts
                           of any other jurisdictions.

                  23.               CONTROL. Notwithstanding anything in this
                           Pledge Agreement to the contrary, unless and until an
                           Event of Default shall occur and the Administrative
                           Agent exercises the rights and remedies granted in
                           this Pledge Agreement in accordance with Paragraph 9
                           hereof, (a) the execution and delivery of this Pledge
                           Agreement and the performance of Pledgor's
                           obligations hereunder (i) do not and will not
                           constitute, create, or have the effect of
                           constituting or creating, directly or indirectly,
                           actual or practical ownership of the Issuers or
                           Partnerships by Agents or Lenders, or control,
                           affirmative or negative, direct or indirect, by
                           Agents or Lenders over the management or any other
                           aspect of the operation of the Issuers or
                           Partnerships, which ownership or control remains
                           exclusively and at all times in the Issuers or
                           Partnerships, as applicable, and (ii) do not and will
                           not constitute the transfer, assignment, or
                           disposition in any manner, voluntary or involuntary,
                           directly or indirectly, of any Authorization at any
                           time issued by any Insurance Regulator to any Issuer
                           or Partnership; and (b) Administrative Agent shall
                           not, without first obtaining necessary approval of
                           each applicable Insurance Regulator, take any action
                           pursuant to this Pledge Agreement that would
                           constitute or result in any assignment of any
                           Authorization or any change of control of any Issuer
                           or Partnership, if such assignment or change of
                           control would require, under then existing Law
                           (including the written rules and regulations
                           promulgated by an applicable Insurance Regulator),
                           the prior approval of such Insurance Regulator.

                  24.               WAIVER OF JURY TRIAL. NOTWITHSTANDING ANY
                           OTHER PROVISION CONTAINED HEREIN, IN THE EVENT ANY
                           JUDICIAL PROCEEDING IS INSTITUTED IN CONNECTION WITH
                           THIS PLEDGE AGREEMENT, TO THE EXTENT PERMITTED BY
                           LAW, THE ADMINISTRATIVE AGENT AND EACH LENDER BY
                           THEIR ACCEPTANCE OF THIS PLEDGE AGREEMENT OR THE
                           BENEFITS HEREOF AND THE PLEDGOR EACH HEREBY
                           IRREVOCABLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
                           TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER
                           PROCEEDING ARISING OUT OF OR RELATING TO, OR ANY
                           DISPUTE IN CONNECTION WITH, THIS PLEDGE AGREEMENT,
                           ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE
                           PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

        [Remainder of Page Intentionally Blank. Signature Pages Follow.]


                                       10
<PAGE>   11

                  IN WITNESS WHEREOF, the undersigned by and through their duly
authorized officers have executed and delivered this Pledge Agreement as of the
date first above written

                                    PLEDGOR:

[CORPORATE SEAL]                    PROASSURANCE CORPORATION


                                    By: /s/ A. Derrill Crowe
                                       ---------------------------------------
                                       Name: A. Derrill Crowe
                                       Title: Chairman

                                    ADMINISTRATIVE AGENT:

                                    SOUTHTRUST BANK,
                                    as Administrative Agent


                                    By: /s/ T. Knudsen
                                       ---------------------------------------
                                       Name: T. Knudsen
                                       Title: Senior Vice President


                                       11
<PAGE>   12

                           ACKNOWLEDGMENT AND CONSENT
                                   OF ISSUERS


                  Each Issuer of Pledged Stock referred to in the foregoing
Pledge Agreement hereby acknowledges receipt of a copy thereof. Each Issuer
agrees to notify the Administrative Agent promptly in writing of the occurrence
of any of the events described in PARAGRAPH 6.(C) of the Pledge Agreement:

                                    ISSUERS:

                                    MAI ACQUISITION CORPORATION I


                                    By:   /s/ A. Derrill Crowe
                                       -----------------------------------------
                                    Name: A. Derrill Crowe
                                    Title: President

                                    PICM ACQUISITION CORPORATION


                                    By:   /s/ A. Derrill Crowe
                                       -----------------------------------------
                                    Name: A. Derrill Crowe
                                    Title: Chairman


                                       12
<PAGE>   13

                           ACKNOWLEDGMENT AND CONSENT
                             OF PARTNERS OR MEMBERS

                  The undersigned partners or members of
__________________________________ (the "Partnership") (a) hereby acknowledge
receipt of a copy of the foregoing Pledge Agreement, (b) hereby acknowledge and
consent to the pledge of the Pledgor's interest in the Partnership pursuant
thereto, and (c) agree that the Administrative Agent may freely assign its
interest thereunder without further consent of the partners or members.


----------------------------------------,   -----------------------------------,
__________________ [PARTNER] [MEMBER] of    ______________ [PARTNER] [MEMBER] of

----------------------------------------,   -----------------------------------,


                        Not applicable as of May 10, 2001


                                       13
<PAGE>   14

                                                                     SCHEDULE 1
                                                                     TO PLEDGE
                                                                     AGREEMENT
                                                                     ----------

                                               PLEDGOR: PROASSURANCE CORPORATION

                          DESCRIPTION OF PLEDGED STOCK

<TABLE>
<CAPTION>
           ISSUER                CLASS OF STOCK    CERTIFICATE NUMBER(S)     NUMBER OF
           ------                --------------    ---------------------     ---------
                                                                               SHARES
                                                                               ------

<S>                              <C>               <C>                       <C>
MAI Acquisition Corporation I         Common                  1                 1,000
PICM Acquisition Corporation          Common                  1                 1,000
</TABLE>


                                       14
<PAGE>   15

                                                                      SCHEDULE 2
                                                                      TO PLEDGE
                                                                      AGREEMENT
                                                                      ----------

                      DESCRIPTION OF PARTNERSHIP INTERESTS

<TABLE>
<CAPTION>
PARTNERSHIP                                              PARTNERSHIP INTEREST
-----------                                              --------------------
<S>                                                      <C>

</TABLE>

                             None as of May 10, 2001


                                       15
<PAGE>   16

                           PLEDGE AGREEMENT SUPPLEMENT

                  PLEDGE AGREEMENT SUPPLEMENT, dated as of
________________________, 20___ (the "Supplement"), made by PROASSURANCE
CORPORATION, a corporation organized under the laws of Delaware (the "Pledgor"),
in favor of SOUTHTRUST BANK, an Alabama banking corporation, as Administrative
Agent (in such capacity, the "Administrative Agent"), under the Credit Agreement
(as defined in the Pledge Agreement referred to below) for the benefit of itself
and the Lenders (as so defined).

                  1.       Reference is hereby made to that Pledge Agreement,
dated as of May 10, 2001, made by the Pledgor in favor of the Administrative
Agent (as amended, supplemented or otherwise modified as of the date hereof, the
"Pledge Agreement"). This Supplement supplements the Pledge Agreement, forms a
part thereof and is subject to the terms thereof. Terms defined in the Pledged
Agreement are used herein as therein defined.

                  [2.      The Pledgor hereby confirms and reaffirms the
security interest in the Collateral granted to the Administrative Agent for the
ratable benefit of itself and the Lenders under the Pledge Agreement, and, as
additional collateral security for the prompt and complete payment when due
(whether at stated maturity, by acceleration or otherwise) of the Obligation and
in order to induce the Lenders to fund Borrowings under the Credit Agreement,
the Pledgor hereby delivers to the Administrative Agent, for the benefit of the
Lenders, all of the issued and outstanding share of capital stock of [INSERT
NAME OF NEW SUBSIDIARY] (the "New Issuer") listed below, together with all stock
certificates, options, or rights of any nature whatsoever which may be issued or
granted by the New Issuer in respect to such stock which the Pledge Agreement,
as supplemented hereby, is in force (the "Additional Pledged Stock"; as used in
the Pledge Agreement as supplemented by this Supplement, "Pledged Stock" shall
be deemed to include the Additional Pledged Stock) and hereby grants to the
Administrative Agent, for the ratable benefit of itself and the Lenders, a first
priority security interest in the Additional Pledged Stock and all Proceeds
thereof.]

                                       or

                  [2.      The Pledgor hereby confirms and reaffirms the
security interest in the Collateral granted to the Administrative Agent for the
ratable benefit of itself and the Lenders under the Pledge Agreement, and, as
additional collateral security for the prompt and complete payment when due
(whether at stated maturity, by acceleration or otherwise) of the Obligation and
in order to induce the Lenders to fund Borrowings under the Credit Agreement,
the Pledgor hereby grants to the Administrative Agent, for the ratable benefit
of itself and the Lenders, a first priority security interest in the entire
partnership or membership interest of Pledgor (the "Additional Partnership
Interest") in [INSERT NAME OF NEW SUBSIDIARY] (the "New Partnership") listed
below and all Proceeds thereof; as used in the Pledge Agreement as supplemented
by this Supplement, "Partnership Interests" shall be deemed to include the
Additional Partnership Interest).]

                  3.       The Pledgor hereby represents and warrants that the
representations and warranties contained in PARAGRAPH 5 of the Pledge Agreement
are true and correct on the date of this Supplement with references therein to
the ["Pledged Stock" to include the Additional Pledged Stock] or ["Partnership
Interests" to include the Additional Partnership Interest], with references
therein to the ["Issuer" to include the New Issuer] or "Partnership" to include
the New Partnership], and with references to the "Pledge Agreement" to mean the
Pledge Agreement as supplemented by this Supplement.

                  4.       The Pledgor shall deliver to the Administrative Agent
the Acknowledgment and Consent attached hereto duly executed by the [New Issuer]
or [New Partnership]. The Additional [Pledged Stock] [Partnership Interest] or
[Pledged Debt] pledged hereby is as follows which [Pledged Stock] [Partnership
Interest] or [Pledged Debt] shall be deemed part of SCHEDULE 1 thereto:


                                       16
<PAGE>   17

                          DESCRIPTION OF PLEDGED STOCK

<TABLE>
<CAPTION>
Issuer         Class of Stock    Certificate No.     No. of Shares
------         --------------    ---------------     -------------
<S>            <C>               <C>                 <C>
New Issuer
</TABLE>

                       DESCRIPTION OF PARTNERSHIP INTEREST

<TABLE>
<CAPTION>
Partnership                               Partnership Interest
-----------                               --------------------

<S>                                       <C>
New Partnership
</TABLE>

                  5.       The Pledgor hereby agrees to deliver to the
Administrative Agent such certificates and other documents and take such other
action as shall be reasonably requested by the Administrative Agent in order to
effectuate the terms hereof and the Pledge Agreement.

                  IN WITNESS WHEREOF, the undersigned has caused this Supplement
to be duly executed under seal and delivered as of the date first above written.

                                    PLEDGOR:

[CORPORATE SEAL]                    PROASSURANCE CORPORATION


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                       17
<PAGE>   18

                    ACKNOWLEDGMENT AND CONSENT OF NEW ISSUER

                  The undersigned hereby acknowledges receipt of a copy of the
foregoing Supplement and the Pledge Agreement referred to therein (the "Pledge
Agreement"). The undersigned agrees for the benefit of the Administrative Agent
and the Lenders as follows:

                  1.       The undersigned will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in
PARAGRAPH 6.(C) of the Pledge Agreement.

                                    [NAME OF NEW ISSUER]


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                       18
<PAGE>   19

                ACKNOWLEDGMENT AND CONSENT OF PARTNERS OR MEMBERS
                               OF NEW PARTNERSHIP

                  The undersigned partners or members of
__________________________________ (the "New Partnership") (a) hereby
acknowledge receipt of a copy of the foregoing Supplement and the Pledge
Agreement referred to therein (the "Pledge Agreement"), (b) hereby acknowledge
and consent to the pledge of the Pledgor's interest in the New Partnership
pursuant thereto, and (c) agree that the Administrative Agent may freely assign
its interest thereunder without further consent of the partners or members.


------------------------------------,    --------------------------------------,
______________ [PARTNER] [MEMBER] of     _________________ [PARTNER] [MEMBER] of

------------------------------------,    --------------------------------------,


                                       19