PRA-EX10.19_2013.12.31-Q4




Exhibit 10.19
Medmarc  Agreement
June 26, 2012






RETENTION    AND SEVERANCE    COMPENSATION     AGREEMENT




THIS RETENTION  AND  SEVERANCE   COMPENSATION   AGREEMENT   (the "Agreement")    is  made   and  entered   into  between   and  among  ProAssurance    Group   Services Corporation,   an Alabama   corporation,   and  ProAssurance   Corporation,   a Delaware   corporation ("ProAssurance"),    and Mary  Todd  Peterson,  an individual  (the  "Executive").    ProAssurance   and its  direct   and  indirect   subsidiaries,   including   Medmarc   Mutual   Insurance   Company   and  its subsidiaries   ("Medmarc"),  are hereinafter  collectively  referred  to as the "Companies."


RECITALS:


Executive  currently  provides  services  to Medmarc  and its subsidiaries  as an employee  of Medmarc's     subsidiary,    Hamilton    Resources    Corporation    (flHRC"),   under   the   terms    and conditions   of  the  Executive   Agreement   by  and  among  Executive,   Medmarc   and  HRC,  dated October  28, 2011 (the "Executive  Agreement").    ProAssurance   has agreed  to purchase  all of the outstanding   common  stock  of Medmarc   on the  Effective  Date  (herein  defined)  pursuant  to the Stock  Purchase  Agreement  dated  June 26, 2012  (the "Stock  Purchase  Agreement"),   executed  by ProAssurance   and Medmarc  in connection  with the cash sponsored  conversion  of Medmarc  from a mutual  insurer  to a stock  insurer  in accordance  with  the Plan  of Conversion  approved  by the Commissioner   of the Department  of Financial  Regulation  of the State of Vermont.


ProAssurance  has  offered  to employ  Executive  as an at will employee  of the Companies at Executive's  primary  location  of employment   in Chantilly,  Virginia,  subject  to the benefits  and protections   afforded  to the Executive  under  this  Agreement   on the condition  that the Executive will  agree  to  terminate   the  Executive   Agreement   as  of  the  Effective   Date  and Jo  release  the Companies   from  any obligation  to pay  any change  of control  or  severance  benefits  thereunder. The Companies   and Executive  have entered  into this  Agreement  to evidence  the termination   of the Executive  Agreement;  the terms and conditions  upon which the Companies  will pay retention payments  as an incentive  for the Executive  to continue  in the employ  of the Companies  after the Effective  Date;   and the terms  and conditions  upon which the Companies  will provide  severance benefits  to the Executive  upon the termination  of employment  with the Companies  under  certain circumstances.


AGREEMENT


NOW,   THEREFORE,     These  Premises  Considered,   and  in onsideration   of the mutual covenants  and promises  in this Agreement,  the sufficiency  of which  is hereby  acknowledged,   the parties  agree as follows:                            .


1.         Definitions.    For purposes  of this Agreement,   the  following  terms  shall  have the meanings   set forth below:















2010877 v2


(a)        "Annual  Base Salary"  of the Executive  shall be defined  as the Executive's annual  base  rate of compensation  in effect  as of the Date  of Termination   (herein  defined),  but in no event  less than  the  greater of: (A) the Executive's   annual  base  rate  of $392,450  which  is the base   salary   to  be  paid   to  Executive   by  the  Companies   on  the  Effective   Date;   or  (B)  the Executive's   annual  base rate  of compensation   in effect  as of the end of the last calendar  quarter preceding  the Date of Termination.


(b)        "Board"  means  the Board  of Directors  of ProAssurance   either  acting  as a full Board  or through  its Compensation   Committee.


(c)        "Cash  Severance  Benefits"   means  (A)  in the  case  of  Severance  Benefits payable   under   Section  5(a)  hereof,  the  cash  payments   to  be  made  to  Executive   pursuant   to subparagraphs   (i),  (ii)  and  (iii)  thereunder,   and  (B)  in the  case  of Severance  Benefits  payable under  Section  5(b) hereof,  the cash payments  to be made  to Executive  pursuant  to subparagraph (i) thereunder.


(e)       "Cause" means: (i) the Executive has been convicted in a federal or state court of a crime classified as a felony; (ii) action or inaction by the Executive (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of the Companies which alone or together with related actions or inactions involve assets of more than a de minimus amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to Executive's office, and (B) such action or inaction has adversely affected or is likely to adversely
. affect the business of the Companies, taken as a whole, or has resulted or is intended to result in
a direct or indirect gain or personal enrichment of Executive to the detriment of the Companies; or (iii) Executive has been grossly inattentive to, or in a grossly negligent manner failed to competently perform, Executive's job duties and the failure was not cured within 45 days after written notice from ProAssurance.


(f)        "Code" means the Internal Revenue Code of 1986, as amended


(g)       "Date of Termination" means Executive's "separation from service" (as defined in Section 1.409A-3(a)(1) of the Treasury Regulations).


(h)        "Disability" means that Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the disability insurance, if any, covering employees of the Companies, or (iii) determined to be totally disabled by the Social Security Administration.


(i)         "Eighteen Month Period" means the period commencing on the Effective
Date and ending on the last day of the eighteenth whole calendar month thereafter.


U)       "Good Reason" shall constitute any of the following circumstances if they occur without the Executive's express written consent during the term of this Agreement:  (i) a material diminution in the Executive's authority, duties or responsibilities such that Executive no


20J0877  v2                                                                                                               2


longer  holds   a  position   with  executive   level  responsibilities    consistent   with  the  Executive's training  and experience;   (ii) the Companies  require  a material  change  in the Executive's  primary location   of  employment   of  more  than  thirty  (30)  miles  from  the  location   of  the  Executive's primary   location   of  employment   on  date  of  this  Agreement;   (iii)  the  Companies   materially reduce  the  Executive's   incentive  compensation   opportunities   and  employee   benefits  to  a level that  is less than  is provided  to other  executives   of comparable   rank  with  the  Companies;   (iv) a material  breach  by the  Companies  of any provision  of this  Agreement;   (v)  a greater  than  10% reduction   by the  Companies   of Executive's   Annual  Base  Salary  (herein   defined);   or  (vi)  the termination   or non-renewal   of this  Agreement  by the Companies  at any time  prior to December
31 in the year that Executive  reaches  65 years of age.


(k)        "N on-Compete   Payment"   means  the  payment   to  be  made  to  Executive pursuant  to Section  8 hereof.


(1)           "Retention   Benefits"   mean  the  payments   to  be  made  to  the  Executive during  the Initial Term pursuant  to Section 4 hereof.


(m)       "Severance   Benefits"    means   the   payments    and   other   benefits   to   be provided  to the Executive  under  Section  5(a), 5(b) and 5(c) hereof.


2.          Term of Agreement.


(a)        This  Agreement   is  subject   to  and  conditioned   upon  the  closing  of  the transactions   contemplated   by the  Stock  Purchase  Agreement   and  shall  commence   on and  as of the effective  time  of the purchase  by the Companies  of all of the newly  issued  stock of Medmarc (the  "Effective   Date").    Executive   and  ProAssurance    agree  that  this  Agreement   shall  not  be revoked  or rescinded  by either party  prior to the Effective  Date, except  that this Agreement  shall be terminated  automatically  without  any further  action  on the part of Executive  or the Companies if the Stock Purchase  Agreement  is terminated  prior to the Effective  Date.


(b)        This  Agreement   shall  have  an initial  term  commencing   on the  Effective Date   and   ending   on  Two   Years   (the   "Initial   Term").      Thereafter,    this   Agreement    shall automatically  be extended  for successive  terms of one year  (each a "Renewal  Term"),  except that this Agreement  shall not be renewed  and , with the exception  of Section  8 hereof,  shall terminate automatically   and without  any action  of the Companies  or the Executive  at the expiration  of the term that includes  the date when the Executive  reaches  65 years  of age.   If not sooner terminated, any of the Companies  may  elect to terminate  this  Agreement  at the expiration  of the then  current term  by delivery  of written  notice  of the termination   of this  Agreement   at least  six (6)  months prior to the commencement   of any Renewal  Term.


3.          Termination    of  Executive   Agreement.      The  Executive   Agreement    is  hereby terminated  as of the Effective  Date.  The Executive  shall be relieved  of all duties  and obligations to  Medmarc   and  its  subsidiaries   arising  under  the  Executive   Agreement   from  and  after  the Effective  Date, and Medmarc  and its subsidiaries  are relieved  of all obligations   and liabilities  to Executive  arising under the Executive  Agreement  from and after the Effective  Date.


4.          Retention  Benefits.   As an incentive  to continue  in the employ  of the Companies after  the  Transaction   and  in  consideration   for  the  termination   of  the  Executive   Agreement, Executive  shall be eligible  for the following  retention  incentive  payments.


(a)        ProAssurance   shall  cause  Medmarc   to  pay  Executive   the  cash  sum  of
$200,000  on the Effective  Date.


(b)        Subject  to  the  vesting  requirements   set  forth  herein,  ProAssurance   shall cause Medmarc  to pay the Executive  the following  cash payments  as herein  provided:


(i)         $200,000   shall  vest  and  become  payable   to  Executive   as  herein provided  on the last  day of the sixth whole  calendar  month  immediately   following  the Effective Date  (the  "First  Vesting   Date")   if  the  Executive   has  been   continuously   employed   with  the Companies  from the Effective  Date through  and including  the First Vesting  Date; and


(ii)        $200,000   shall  vest  and  become  payable   to  Executive   as  herein provided   on  the  first  anniversary   of  the  Effective   Date  (the  "Second   Vesting   Date")  if  the Executive  has been continuously  employed  with the Companies  from the Effective  Date through   . and including  the Second Vesting  Date;  and


(iii)       $200,000  shall  vest  and  become  payable  to  Executive   as herein provided   on the  last  day  of the  eighteenth   whole  calendar   month  immediately   following   the Effective  Date  (the "Third Vesting  Date")  if the Executive  has been continuously   employed  with the Companies  from the Effective  Date through  and including  the Third Vesting Date;  and


(iv)       $190,000   shall  vest  and  become   payable  to  Executive   as  herein provided   on the  second  anniversary   of  the  Effective   Date  (the  "Fourth  Vesting  Date")  if  the Executive  has been continuously  employed  with the Companies  from the Effective  Date through and including  the Fourth Vesting  Date.


Payment   of the  amounts  required  under  this  Section  4(b)  shall  be  made  to Executive   on the
. Companies  second  payroll  date immediately   following  the  date of vesting,  but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs.  If Executive's employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under this Section
4(b) that have not vested on or before the Date of Termination shall become 100% vested and be
paid to Executive in accordance with Section 5(a)(i) hereof.  If Executive's employment with the Companies is terminated for any other reason, the payments under this Section 4(b) that have not vested on or before the Date of Termination shall be forfeited and the Company shall have no obligation to make any further payments to the Executive under this Section 4(b).


(c)       The payments to be made to the Executive under this Section 4 shall be in addition to and not in limitation of the Executive's Annual Base Salary and the annual performance based compensation and long term incentive compensation under the employee benefit plans of the Companies in which the Executive is eligible to participate.


5.          Severance  Benefits.


(a)        If    (A)  during  the  Initial  Term   of  this  Agreement,    (x) the  Companies terminate  the employment   of Executive  for any reason  other than  Cause,  death  or Disability,  or (y) the  Executive   terminates   employment   with  the  Companies   for  Good  Reason,  and  (B)  the Executive  executes  the Release  as required  in Section  5( d) hereof, the Executive  shall receive  the following  benefits:


(i)         An  amount  equal  to  the  vested  Retention   Benefits  under  Section
4(b) hereof that have not been paid to Executive  on or before the Date of Termination;


(ii)       A pro rata amount  of any unearned  incentive  compensation   awards under  the incentive  plans  for employees  of Medmarc   and subsidiaries   that  were  outstanding   on the Effective  Date, with  such pro rata  amount  to be determined  as follows:   (i) First the amount of compensation   that  would  have  been  earned  with  respect  to the  outstanding   awards  of  such incentive  compensation   shall be determined  as if the performance   period  for such awards  ended on. December   31 immediately   preceding   the  Date  of Termination;   and  (ii)  second,  the  amount determined   under (i) shall  be multiplied  by a fraction  in which  the numerator  is the number  of full months  in which  the Executive  was an employee  of the Companies  (including  Medrnarc  or a subsidiary  prior to the Effective  Date)  and the  denominator   is the  number  of full months  in the award  period;


(iii)      An  amount  equal  to  one year  of Executive's   Annual  Base  Salary, provided  that Executive's  Date of Termination   occurs after the Eighteen  Month  Period;








and
 
(iv)       Outplacement   services  that  are customary  to Executive's   position;







(v)        Payment    of   the   Executive's    monthly    COBRA    premiums    for continued  health  and dental  insurance  coverage  for the shorter  of the following:  (A) a period  of eighteen  (18) months  from Date  of Termination;   (B) until  the Executive  no longer  has  coverage under  COBRA;  or  (C)  until  the  Executive  becomes   eligible  for  substantially   similar  coverage under a subsequent  employer's  group health plan.


(b)        If  (A)  during   Renewal   Term   of  this   Agreement,    (x)  the  Companies terminate  the employment   of Executive  for any reason  other  than  Cause,  death  or Disability,  or (y) the  Executive   terminates   employment   with  the  Companies   for  Good  Reason,   and  (B)  the Executive  executes  the Release  as required  in Section  5( d) hereof,  the Executive  shall receive  the following  benefits:








Salary;
 
(i)         An  amount   equal   to  one  (1)  year   of  Executive's   Annual   Base







(ii)        Payment    of   the   Executive's    monthly    COBRA    premiums    for continued   health  and  dental  insurance   coverage  for the  shorter  of the  following:   (A)  eighteen (18) months  from the Date of Termination;   (B) until the Executive  no longer  has  coverage  under COBRA;  or (C) until the Executive  becomes  eligible  for substantially   similar  coverage  under  a subsequent  employer's  group health plan; and


(iii)       Outplacement  services  that are customary  to Executive's  position.


(c)        In   the   event    of   Executive's     termination     of   employment    with   the Companies  due to death  or Disability  during  the Initial  Term,  Executive   shall be entitled  to the following:


(i)         If the  Date  of  Termination    by  reason   of  Executive's   death   or Disability   occurs  on or after  the  First  Vesting   Date  but  prior  to  the  Second  Vesting  Date,  the Executive,  or Executive's  beneficiary,  shall be paid a cash lump sum payment  equal to $100,000;


(ii)       If  the  Date  of  Termination    by  reason   of  Executive's   death   or Disability   occurs  on or after the  Second  Vesting  Date  but prior  to the Third  Vesting  Date,  the Executive,  or Executive's  beneficiary,  shall be paid a cash lump sum payment  equal to $200,000;


(iii)      If  the  Date  of  Termination    by  reason   of  Executive's   death   of Disability   occurs  on or after  the Third  Vesting  Date  but  prior  to the  Fourth  Vesting  Date,  the Executive,  or Executive's  beneficiary,  shall be paid a cash lump sum payment  equal to $300,000;


(iv)       If the Date of Termination   by reason  of Executive's  termination   of employment    with   the  Companies   due  to  death  of  Disability   occurs   after  the  Initial   Term, Executive,  or Executive's  beneficiary,  shall be paid  a cash lump sum payment  of $410,000.


Payment  of the amounts  required  under  this  Section  S(c) shall be made  to Executive,  or the Executive's  beneficiary,  upon termination   of employment  by reason  of death  or Disability  on Medmarc's    on   the   second   payroll    date   immediately    following    the   Executive's    Date   of Termination   due to death  or Disability,  but in no event  later than  seventy-five  (75) days after the end  of the  year  in  which    the  Executive's   Date  of Termination   occurs.    In the  event  that  the Executive   and  the  Companies   dispute  whether   Executive's   termination   of  employment   is  by reason   of  Disability,   the  Executive   follows  the  procedure   for  dispute  resolution   set  forth  in Section  13 and/or  14 hereof,  and  a final  decision  is rendered  finding  termination   by reason  of Disability,   the  Cash  Severance   Benefits  payable   under  this  Section   S(c)  shall  be  payable   to Executive  on the first payroll  date after the date of the final decision  (or if earlier,  the December
31 coincident  with or immediately  following  the date of the [mal decision).


(d)        Executive   understands   and  agrees  that  the  payment   of  Cash  Severance Benefits  is subject to and conditioned  upon the execution  of the Release  substantially   in the form attached   hereto   as  Exhibit   "A"  (the   "Release")   within   twenty-two    days   after  the  Date   of Termination   without  subsequent  revocation   by Executive  within  seven  (7) days  after  execution of the Release.    Subject to the foregoing,  payment  of the Cash Severance  Benefits  shall be made to Executive  in cash  or good funds  in either  (i) a lump sum payment  if the Date  of Termination occurs during the  Eighteen   Month  Period,   or  (ii)  equal  monthly   installments   over  eighteen months  in .accordance  with the normal  payroll  practices  of Pro Assurance  in effect  on the Date  of Termination   if the Date of Termination   occurs after the Eighteen  Month  Period.   The payment  of the  Cash  Severance  Benefits  shall commence  (or be made  in the  case  of a  lump  sum payment) on the  first  payroll  payment  date following  the  expiration   of thirty  (30)  days  after the  Date  of Termination;  provided  that the obligation  of the Companies  to pay  such Cash Severance  Benefits to the Executive  shall be subject  to termination  as provided  in Section  10 hereof  in the event  the


Executive  violates  the covenants  under either  Section  8(a) or Section  9 hereof.   The Companies shall  withhold  from  any  amounts  payable  under  this  Agreement   all  federal,  state,  city or other income   and  employment   taxes  that  shall  be  required.     Notwithstanding    the  foregoing,   if  the Executive   is a "specified  employee"  within  the meaning  of Code  Section  409A(a)(2)(B)(i),   the payment   schedule   for  Severance   Benefits   shall  be  modified   or  adjusted   to  provide   that  no payments  shall be made  until the expiration  of six (6) months  following  the Date  of Termination. In  the  event  that  payments   are  so delayed,   a lump   sum  payment   of  the  accumulated   unpaid amounts  attributable  to the six (6) month period  shall be made to Executive  on the first day  of the seventh  month  following  the Date  of Termination.    This  six month  delay  shall not apply to any Severance  Benefits  which  are not  subject  to the  requirements   of  Section  409A  of the  Code  by reason   of  their  being   separation   pay  upon  an  involuntary   separation   from  service   and  their meeting   the  requirements   and  limitations   of the  regulations   under  the  above  referenced   Code section.   In no event  shall the aggregate  amount  of Severance  Benefits  be reduced  as a result  of such modification   or adjustment.    For purposes  of Code  Section  409A,  the right to the  series of installment  payments  is to be treated  as the right to receive  a series of separate payments.


(e)        The  outplacement   services   included   in  the  Severance   Benefits   shall  be provided  to the Executive  promptly  after the execution  of the  Release  but not later  than the end of the calendar  year  following  the year in which the Date of Termination   occurred.


(f)         The Executive  shall be entitled  to the  following  in addition  to and not  in limitation   of the  Severance  Benefits:     (i)  accrued   and  unpaid   base  salary  as  of  the  Date  of Termination;   (ii) accrued  vacation  and sick leave,  if any, on Date  of Termination   in accordance with  the  then  current  policy  or plan  of the  Companies   with  respect  to  terminated   employees generally;   and  (iii)  vested  benefits  under  the  Companies'   employee   benefit  plans  in which  the Executive   was  a  participant   on  Date  of  Termination,   which  vested   benefits   shall  be  paid  or provided  for in accordance  with the terms  of said employee  benefit  plans.


(g)        Except  as provided  in Section  S(c) hereof,  Executive   shall not be entitled to  receive   Severance   Benefits   if  employment   with  the  Companies   is  terminated   by reason  of death  or Disability   of Executive;   or by reason  of termination   of employment   by the Executive without   Good  Reason   (herein   defined);   or  by  reason   of  termination   of  employment   by  the Companies  with Cause.


(h)        The Executive  shall be under  no duty or obligation  to seek or accept  other employment   and shall not be required  to mitigate  the amount  of the Severance  Benefits  provided under   the   Agreement    by   seeking   employment    or  otherwise;    provided,   however,    that   the Executive   shall  be  required  to  notify  the  Companies   if the  Executive   becomes   covered  by  a health  or dental  care program  providing   substantially   similar  coverage,  at which  time  health  or dental  care continuation   coverage  provided  under this Agreement  shall cease.


6.          Good  Reason  for Termination.     In the  event  that  Executive   desires  to terminate employment   with  the Companies  for Good  Reason,  the Executive   must provide  the Companies with  written  notice  no  later  than  45 calendar  days  after  the  Executive   knows  or should  have known  that  Good  Reason  has occurred.    Following  the  Executive's   notice,  the Companies   shall have  thirty  (30)  calendar   days  to  rectify  the  circumstances    causing  the  Good  Reason.    If the Companies  fail to rectify  the event(s)  causing  the Good Reason  within  the thirty  (30) day period


after  the Executive's  notice,  or if any of the Companies  delivers  to the Executive  written  notice stating  that the circumstances   cannot  or shall  not be rectified,  the Executive   shall be entitled  to assert  Good Reason  and terminate  employment  on or before  ninety  (90) days after the delivery  of the Executive's  notice.   Should  Executive  fail to provide  the required  notice  in a timely  manner, Good  Reason  shall  not be deemed  to have  occurred  as a result  of that  event.   The term  of this Agreement   shall not be deemed 'to have expired  during the notice  period,  however,  as long as the Executive  has provided  notice within  the term.


7.    Cause.     If the  Executive's  employment  relationship  with  the  Companies  is terminated by the Companies for Cause, the  Executive shall not be eligible for the unvested Retention Benefits and the Non-Compete Payment and all rights of the Executive and obligations of the  Companies under this Agreement shall  expire.   Any  termination  of the  Executive's employment by the Companies for Cause shall be communicated by a notice of termination to the  Executive. " The  notice of termination  shall be  a written  notice  indicating the  specific termination provision of this Agreement relied upon and shall set forth in reasonable detail the facts  and  circumstances  claimed  to  provide  a  basis  for  termination  of  the  Executive's employment under this provision.  In the event the Executive disputes the basis for termination for Cause, Executive may elect to bypass the claims procedure set forth in Section 13 hereof and file for settlement of the dispute in arbitration as provided in Section 14 hereof; provided that if the arbitrator rules in favor of the Executive, the time for the execution of the Release under Section Sed) shall be extended twenty-two (22) days after the final decision by the arbitrator, and in the event the Executive executes the Release during said twenty-two (22) day period and does not  revoke the  Release within  seven (7)  days  after execution,  the  Executive  shall be paid Severance Benefits and the Non-Compete Payment as provided in Section Sed) and Section 8(b) hereof commencing on the first payroll payment date following the expiration of thirty (30) days after the  final  decision of the  arbitrator (or  if earlier, the  December  31 coincident with  or immediately following the final decision ofthe  arbitrator); and Executive shall be reimbursed for any COBRA premiums that were paid by Executive in the interim period (but not exceeding the maximum  period  specified under  Section  Sea) or  5(b) hereof)  between  the  termination  of employment for COBRA purposes and the Date of  Termination as determined by the arbitrator, with such reimbursement to be made on the first payroll payment date following the decision of the arbitrator (or if earlier, the December 31 coincident with or immediately following the [mal decision ofthe arbitrator).                                                                    '


8.        Non-Competition; Nonsolicitation of Employee.


(a)       In the event Executive's employment with the Companies is terminated for any reason, the Executive will not during the Restricted Period (herein defined):


(i)       become Employed by a Competitor Company that offers, sells, or markets any Life Science Technologies Product Liability Insurance Product or Service in any state  that  an Insurance  Subsidiary actively markets any  Life  Science Technologies Product Liability  Insurance  Product  or  Service,  except  that  Executive  may  be  employed  with  a Competitor Company so long as and on the condition that the Executive is not employed and does not participate in the Life Science Technologies Product Liability Insurance Product or Service business of the Competitor Company; or


(ii)        solicit  or  induce  any  employees   of the  Companies   to  leave  such employment   or  accept  employment   with  any  other  person  or  entity,  or  solicit  or  induce  any insurance    agent   of   an   Insurance    Subsidiary    to   offer,   sell   or   market    any   Life   Science Technologies  Product  Liability  Insurance  Product  or Service for a Competitor  Company.


(b)        In  consideration   of the  covenants   of Executive   set forth  in  Section  8(a) hereof,  Executive   shall  receive   a payment  equal  to  $800,000   (the  "Non-Compete   Payment"), which  shall  be payable  following  Executive's   termination   of employment   for  any reason  other than  for  cause  or  due  to  death  or  Disability   at the  time  and  in  the  manner   described   in  this paragraph.     Executive   understands   and  agrees  that  the  payment   of Non-Compete   Payment   is subject  to and  conditioned  upon  the execution  of the Release  substantially   in the form  attached hereto  as Exhibit  "A" (the "Release")  within  twenty-two  (22) days  after the Date  of Termination without  subsequent  revocation  by Executive  within  seven (7) days after execution  of the Release. Subject  to the foregoing,  payment  of the Non-Compete   Payment   shall be made  to Executive  in cash or good funds  in either (i) a lump sum payment  if the Date of Termination   occurs during the Eighteen  Month  Period,  or (ii) equal  monthly  installments   over  eighteen  months  in accordance with  the normal  payroll  practices   of ProAssurance   in effect  on the  Date  of Termination   if the Date of Termination  occurs  after the Eighteen  Month  Period.   The payment  of the Non-Compete Payment  shall  commence  (or be made  in the case  of a  lump  sum payment)  on the first payroll payment  date following  the expiration  of thirty  (30) days after the Date of Termination;  provided that the  obligation  of the Companies  to pay  such Non-Compete   Payment  to the Executive   shall be subject  to termination  as provided  in Section  10 hereof  in the event the Executive  violates  the covenants  under either  Section  8(a) or Section 9 hereof.   The Companies  shall withhold  from any amounts  payable  under  this  Section  8 all  federal,  state,  city  or other  income  and  employment taxes  that  shall  be  required.    Notwithstanding    the  foregoing,   if  the  Executive   is  a  "specified employee"  within the meaning  of Code Section  409A(a)(2)(B)(i),   the payment  schedule  for Non­ Compete  Payment  shall be modified  or adjusted  to provide  that no payments   shall be made  until the expiration  of six (6) months  following  the Date  of Termination.    In the event  that payments are so delayed,  a lump  sum payment  of the accumulated   unpaid  amounts  attributable   to the  six (6) month  period  shall be made  to Executive  on the first day of the seventh  month  following  the Date  of Termination.    This  six  (6) month  delay  shall not  apply  to  any Non-Compete   Payment which  is not subject  to the  requirements   of Section  409A  of the  Code  by reason  of their  being separation  pay  upon  an involuntary   separation  from  service  and their  meeting  the requirements and limitations  of the regulations  under the above referenced   Code section.   In no event  shall the aggregate   amount  of Non-Compete    Payment   be  reduced   as  a result  of  such  modification   or adjustment.    For purposes  of Code  Section  409A,  the right  to the series  of installment  payments is to be treated as the right to receive  a series of separate  payments.


(c)        Nothing   in this  Agreement   shall  restrict  the  Executive   from  the  private practice    of  law   or  being   hired   or  engaged   as  an :attorney   or  creating   an  attorney-client relationship   with  any individual  or entity  so long  as the Executive   does not does not participate in the  Life  Science  Technologies   Product  Liability  Insurance  Product   or Service  business  of a Competitor  Company.








below:
 
For purposes  of this Section  8 only, the following  terms  shall have the meanings   set forth





II Companies II has the meaning  set forth in the initial paragraph  of this Agreement.


"Competitor   Company"   means  an  insurance   company,  insurance   agency,  business,   for profit  or not for profit  organization  (other than the Companies)  that provides,  or offers to provide any Life Science Technologies   Product  Liability  Insurance  Product  or Service.


"Employed"    includes   activities   as  an  owner,   proprietor,   employee,    agent,   solicitor, partner,   member,   manager,   principal,   shareholder   (owning  more  than   1%  of  the  outstanding stock),  consultant,  officer,  director or independent  contractor.


"Insurance   Subsidiary"   means   any  direct  or  indirect   subsidiary   of  ProAssurance   that offers   products    liability    insurance    or   non-risk    bearing   products    and   services   related   to underwriting,   claims  or risk management,  or indemnification   for products  liability.


"Life  Science  Technologies   Product  Liability  Insurance  Product   or Service"  means  any products   liability   insurance   product   or  products   liability   insurance    service   for  life   science technology  manufacturers   or distributors.


"Restricted   Period"   means   a  period   of  twenty-four    (24)   months   from   the  Date   of
Termination.


9.          Confidentiality.     Executive   will  remain   obligated   under  any  confidentiality    or nondisclosure   agreement  with  or policy  of the  Companies   (or any of them)  that  is currently  in effect  or  to  which  the  Executive   may  in  the  future  be  bound.     In  addition   to  and  without limitation  of the foregoing  Executive  understands,  acknowledges   and agrees to the following:


(a)        During  the course  of Executive's  employment  with  the Companies,  certain confidential  information  may have been divulged  to or become  known by Executive  in the nature of,  but  not  limited  to  (i) information   concerning   the  Companies'    and  their  affiliates'   current, former   and  prospective   employees;    (ii)  business   practices   and  business   plan;   (iii)  customer information;   (iv) contract  information;   (v) marketing  strategies;  (vi) business  plans;  (vii) product information;   (viii)  policies   and  procedures;   (ix)  financial,   pricing   and  wage  information;   (x) administrative   information;  (xi) future plans  of the Companies  and their  affiliates;  (xii)  and other trade  secrets,  which  is valuable,  confidential  information  of Companies  and their  affiliates  (all of which  is referred  to herein  as "Confidential   Information"),   which  Confidential   Information   has been uniquely  developed  by the Companies  and their affiliates  and cannot  be readily obtained  by third parties  from outside  sources.








Companies.
 
(b)        The  Confidential   Information   is important   and is an essential  asset  of the







( c)        Executive's  knowledge  of the Confidential   Information   could  be useful  to a  competitor   of  the  Companies,   and  their   affiliates   which   do  or  intend   to  do  business   in competition  with the Companies  or their affiliates.


In recognition   of the facts expressed  above,  Executive  expressly  agrees  that Executive  shall not use for Executive's  personal  benefit,  or disclose,  communicate   or divulge  to, or use for the direct


or indirect  benefit  of any person,  firm,  association   or company,  any  confidential  or competitive material  or information   of the Companies  or their affiliates,  or Confidential  Information.


10.       Reasonableness   of Restrictions;  Available  Remedies.


(a)        The Companies  acknowledge   and  agree  that the  duties  of Executive   may require  that Executive  must have and continue  to have throughout  the period  of employment  the benefits  and use of its goodwill,  confidential  information   and trade  secrets to properly  carry  out Executive's   responsibilities,   and that  the  Companies   accordingly  promise  to provide  Executive with   access   to  new   and  additional   confidential   information    and  trade   secrets   as  they   are generated,   without   regard  to  the  duration   of  his  employment,   and  to  authorize   Executive   to engage  in activities  that will create new and additional  confidential  information  and trade secrets. Executive   and  the  Companies   agree  that  the  restrictions   contained  in  Sections  8 and  9 of this Agreement    are  fair  and  reasonable   in  all  respects,   including   the  geographic   and  temporal restrictions,    and  that  the  benefits   described   in  this  Agreement,   to  the  extent  any  separate   or special   consideration    is  necessary,   are  fully  sufficient   for  Executive's    obligations   under  this Agreement.


(b)        If the  Executive  is  deemed  to  have  materially  breached  the  non­ competition covenants set forth in Section 8 hereof or the confidentiality covenants set forth in Section 9 hereof, the Companies may, in addition to seeking an injunction or any other remedy they may have, withhold or cancel any remaining payments or benefits due to the Executive pursuant to Section 5 and Section 8 (b) of this Agreement.  The Companies shall give prior or contemporaneous written notice of such withholding or cancellation of payments in accordance with Section 5 hereof.  If the Executive violates any of these covenants, the Companies shall be further entitled to an immediate preliminary and permanent injunctive relief, without bond, in addition to any other remedy which may be available to the Companies.


11.      Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Companies and Executive and their respective devisees, heirs, legal or personal representatives,  successors  and assigns.    Notwithstanding  the  foregoing, this  Agreement  is personal  to the Executive and the rights and obligations hereunder may not be assigned by Executive without the prior written consent of ProAssurance.  In the event the Executive dies while receiving Severance Benefits and the Non-Compete Payment (as applicable) under this Agreement, any remaining unpaid Severance Benefits shall be paid to the estate of the Executive following the payment schedule set forth in Section 5(d) and 8(b) hereof in accordance with  the payment instructions from the representative of the estate of the Executive.


12.      Notice.   For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or commercial courier or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses as set forth below or to such  other address as one party may  have  furnished to the  other  in writing in  accordance herewith.


Notice to the Executive:


Mary Todd Peterson








Notice to the Companies:




ProAssurance  Corporation
Mailing  Address: P. O. Box 590009
Birmingham,  Alabama  35259-0009
Attention:  President:   cc Secretary
 
Street Address:
100 Brookwood  Place
Birmingham,  Alabama  35209







13.       Claims  Procedure.


(a)        The  administrator   for purposes   of this  Agreement   shall  be ProAssurance ("Administrator"),     whose   address   is  100  Brookwood    Place,   Birmingham,·  Alabama   35209; Telephone:  (205)  877-4400.   The "Named  Fiduciary"  as defined  in Section  402(a)  (2) or ERISA, also  shall  be  ProAssurance.      ProAssurance    shall  have  the  right   to  designate   one  or  more employees   of the  Companies  as the Administrator   and the Named  Fiduciary  at any time,  and to change  the address  and telephone  number  of the  same.   ProAssurance   shall  give the  Executive written  notice  of  any  change  in the  Administrator   and  Named  Fiduciary,   or  in the  address  or telephone  number  of the same.


(b)        The  Administrator    shall  make  all  determinations   as  to  the  right  of  any person  to receive  benefits  under the Agreement.    Any  denial  by the Administrator   of a claim  for benefits   by the  Executive  (lithe claimant")   shall  be  stated  in writing  by the  Administrator   and delivered  or mailed  to the claimant  within  ten (l0)  days after receipt  of the claim, unless  special circumstances   require  an extension   of time  for processing   the  claim.    If  such  an  extension   is required,    written   notice   of  the  extension    shall  be   furnished    to  the   claimant   prior   to  the termination   of the initial  10-day period.   In no event  shall such  extension  exceed  a period  of ten (10)  days  from  the  end  of the  initial  period.    Any  notice  of denial  shall  set  forth  the  specific reasons  for the denial,  specific  reference  to pertinent  provisions   of this  Agreement  upon  which the  denial  is  based,  a description   of any  additional   material  or  information   necessary   for  the claimant   to  perfect   the  claim,  with  an  explanation   of  why  such  material   or information  is necessary, and any explanation of claim review procedures, written to the best of the Administrator's ability in a manner that may be understood without legal or actuarial counsel.


(c)       A claimant whose claim for benefits has been wholly or partially denied by the Administrator   may request,  within  ten (10) days  following  the receipt  of such  denial,  in a writing addressed to the Administrator, a review of such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may include a request for a hearing in person before the Administrator.  Prior to submitting the request, the claimant shall be entitled to review such documents as the Administrator shall agree are pertinent to the claim.  The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of the claimant's choice.  All


requests  for review  shall be promptly  resolved.   The Administrator's   decision  with respect  to any such review  shall be set forth in writing  and shall be mailed to the claimant  not later than ten (10) days   following    receipt    by   the   Administrator     of   the    claimant's    request    unless    special circumstances,   such as the need to hold a hearing,  require  an extension  of time for processing,  in which  case the Administrator's   decision  shall be so mailed  not later than  twenty  (20) days  after receipt  of such request.


14.       Arbitration.   The parties  to this Agreement  agree that fmal and binding  arbitration shall be the sole recourse  to settle  any claim  or controversy  arising  out of or relating  to a breach or the  interpretation   of this  Agreement,  except  as either  party  may  be seeking  injunctive  relief. Either  party  may  file for arbitration.    A claimant  seeking  relief  on a claim  for benefits,  however, must first follow the procedure  in Section  13 hereof  and may file for arbitration  within  sixty (60) days following  claimant's  receipt  of the Administrator's   written  decision  on review  under  Section
13(c)  hereof,   or  if  the  Administrator    fails  to  provide   any  written   decision   under  Section   13 hereof,  within   sixty  (60)  days  of the  date  on which  such  written  decision  was  required  to be delivered   to  the  claimant   as  therein   provided.     The  arbitration   shall  be  held  at  a  mutually agreeable   location,  and  shall  be subject  to and  in accordance  with  the  arbitration  rules  then  in effect  of the  American   Arbitration   Association;   provided  that  if the  location  cannot  be agreed upon  the  arbitration   shall  be  held   in  either   Birmingham,   Alabama,   or  Arlington,   Virginia, whichever   location  is closer  to  the principal   office  where  the  Executive   was  employed   on the Date  of Termination.    The  arbitrator  may  award  any and all remedies  allowable  by the cause  of action  subject  to the arbitration,  but the arbitrator's.  sole authority  shall be to interpret  and  apply the provisions  of this  Agreement.    In reaching  its decision  the arbitrator  shall have  no authority to  change  or modify  any  provision  of this  Agreement   or other  written  agreement  between  the parties.   The arbitrator  shall have the power  to compel  the attendance  of witnesses  at the hearing. Any  court  having jurisdiction   may  enter  a judgment   based  upon  such arbitration.    All decisions of the  arbitrator  shall  be final  and  binding  on the  parties  without  appeal  to any  court.    Upon execution   of  this  Agreement,   the  Executive   shall  be  deemed   to  have   waived   any  right  to commence   litigation  proceedings   regarding  this  Agreement   outside  of arbitration   or injunctive relief without  the express  consent  of ProAssurance.    The Companies  shall pay all arbitration  fees and  the  arbitrator's   compensation.     If the  Executive   prevails  in the  arbitration  proceeding,   the arbitrator   may  require  the  Companies   to  reimburse   the  Executive   for  the  reasonable   fees  and expenses   of Executive's  personal   counsel  for  his  or her  professional    services  rendered   to  the Executive  in connection  with the enforcement  of this Agreement.


15.       Miscellaneous.


(a)        Except  insofar as this provision  may be contrary  to applicable  law, no sale, transfer,  alienation,  assignment,  pledge,  collateralization   or attachment  of any benefits  under  this Agreement  shall be valid or recognized  by the Companies.


(b)        This Agreement  is an unfunded  deferred  compensation   arrangement   for a member  of a select  group  of the Companies'  management   and any exemptions   under  ERISA,  as applicable   to   such  arrangement,    shall  be   applicable   to  this   Agreement.      Nothing   in  this Agreement   shall  require  or be deemed  to require  the  Companies  or  any  of them  to  segregate, earmark  or otherwise   set aside  any  funds  or other  assets  to provide  for  any payments   made  or required  to be made hereunder.


(c)        It is understood  acknowledged   and agreed  that Executive  is and will be an "at will"  employee  of anyone   or more  of the Companies.     Nothing  in this  Agreement  shall  be deemed  to create an employment   agreement  between  the Executive  and the Companies  or any of them  providing   for  Executive's   employment   for  any  fixed  duration,  nor  shall  it be deemed  to modify  or undercut  the Executive's  at will employment   status with the Companies.


(d)         It is  understood   and  agreed  by  the  Companies   and  Executive   that  the terms  of this Agreement  relating  to the payment  of Severance  Benefits  are intended  to comply  in all respects  with  the requirements   of Code  Section  409A.   For purposes   of determining  whether Severance  Benefits  may  be payable  to an Executive  in compliance  with  Code  Section  409A, the Executive's   employment   will    be  considered   as  having  been  terminated   for  purposes   of  this Agreement   if the parties  reasonably   anticipate  either  (i) that  Executive  will  no longer  perform any  services   for the  Companies   or  (ii) that  the  level  of bona  fide  services  performed   for  the Companies   (whether  as an employee  or independent  contractor)  will permanently   decrease  to no more  than  20%  of  the  average   level  of  bona  fide  services  performed   by  Executive   over  the immediately   preceding   36-month   period  (or  the  full  period  of  services   to  the  Companies   if Executive  has been providing  services  to the Companies  for less than  36 months).


(e)        N either  the  provisions    of  this   Agreement   nor   the   severance   benefits provided   hereunder   shall  reduce  any  amounts  otherwise   payable,   or in  any  way  diminish   the Executive's  rights  as an employee   of the  Companies,   whether  existing  now  or hereafter,  under any benefit,  incentive,  retirement,  stock option,  stock bonus or stock purchase  plan,  or other plan
. or arrangement.


(f)         This  Agreement   sets  forth  the  entire  agreement  between  the parties  with respect  to the  matters  set forth herein  and  supersedes   in their  entirety  any prior  written  or oral agreements   or  understandings    between   Executive   and  the  Companies   regarding   the  subject matter  of this  Agreement.    This Agreement  may  not be modified  or amended  except  by written agreement  intended  as such and signed  by all parties.


(g)        The  Companies,   from  time  to  time,  shall  provide   government   agencies with  such  reports   concerning   this  Agreement   as  may  be  required  by  law,  and  shall  provide Executive  with  such disclosure  concerning  this  Agreement   as may  be required  by law  or as the Companies  may  deem appropriate.


(h)        Executive  and the Companies  respectively   acknowledge  that each of them has read  and understand  this  Agreement,  that they  have  each had  adequate  time  to consider  this Agreement  and discuss  it with each of their attorneys  and advisors,  that each ofthem   understands the consequences   of entering  into this Agreement,  that each of them is knowingly  and voluntarily entering  into this Agreement,  and that they are each competent  to enter into this Agreement.


(i)         Executive  shall not during  the  Initial  Term  and the Renewal  Term  or any time thereafter,  disparage  the Companies,   its affiliates,  and lor respective  officers,  employees  or directors,   or  engage  in  conduct  resulting   in,  or  likely  to  result  in,  damage  to  the  business  or professional  reputation  of the Companies  or their  affiliates.   The Companies  agree that they  will not at anytime  disparage  Executive   or engage  in conduct  resulting  in, or likely  to result  in, the damage to the business  or professional  reputation  of Executive.




2010877v2.                                                                                                               14


(j)         The provisions  of this Agreement  shall survive  the expiration  of the terms set   forth   in  Section   2  hereof.      If any  provision  of  this  Agreement  is  determined  to  be unenforceable,  the  remainder  of this  Agreement  shall  not  be  affected  but  each remaining provision shall continue to be valid and effective and shall be modified so that it is enforceable to . the fullest extent permitted by law.  Moreover, in the event this Agreement is determined to be unenforceable against any of the Companies, it shall continue to be valid and enforceable against the other Companies.


(k)       This Agreement will be interpreted as a whole according to its fair terms. It will not be construed strictly for or against either party.


(1)          Except to the extent that federal law controls, this Agreement is to be construed according to Delaware law.






[Signatures on following page.]
























































































2010877 v2                                                                                                               15






IN WITNESS WHEREOF, the parties have duly executed this Agreement  on this ~___
day of June, 2012.


EXECUTIVE:


________________
Mary Todd Peterson




PROASSURANCE  CORPORATION
 By:      
Victor T. Adamo
Its:     ViceChairman


PROASSURANCE  GROUP  SERVICES CORPORATION


By:


Victor T. Adamo
Its:     President






























































20108'17  ¥2                                                                                                                16


EXHIBIT  A


RELEASE   IN CONJUNCTION   WITH  SEVERANCE  COMPENSATION


This  Release  of  Claims  ("Release") is  made  in favor  of  ProAssurance  Corporation ("ProAssurance"), for itself and for its subsidiaries (including, but not limited to, ProAssurance Group Services Corporation) and any successor company that has assumed the Agreement to which this Release was an attachment (all such organizations being referred to in this Release as the "Companies") and Mary Todd Peterson (,'Executive").


The Companies and Executive have agreed to terminate their employment relationship. To  effect an  orderly termination, the  Executive,  and the  Companies are  entering  into this Release.


1.        Effective with the Date of Termination, Executive is relieved of all duties and obligations to the Companies, except as provided in this Release or any applicable provisions of the  Retention  and  Severance Compensation Agreement between  Companies  and Executive, dated June 26, 2012 ("Agreement"), which survive termination of the employment relationship. Unless otherwise specifically defined herein, capitalized terms shall have the meaning attributed to them in the Agreement.


2.        Executive hereby resigns as an officer and director, as applicable, of each of the Companies effective on Date  of Termination  and waives any and all  rights Executive may otherwise have  to  continued employment with  or re-employment by the  Companies or any parent, subsidiary or affiliate of Companies.


3.        Executive  agrees that he will not  at any time  disparage the  Companies, their affiliates, andlor respective officers, employees or directors, or engage in conduct resulting in, or likely to result in, damage to the business or professional reputation of the Companies or their affiliates.  The Companies agree that they will not at any time disparage Executive or engage in conduct resulting in, or likely to  result in, the damage to the business or professional reputation of Executive.


4.        Executive agrees that this Release, the Agreement, and the  Severance Benefits provided under the Agreement are confidential and shall not be disclosed or published directly or indirectly to  third  persons,  except  as  necessary to  enforce  its  terms,  by  Executive  or to Executive's immediate family upon their  agreement not to disclose the  fact or terms of this Release, or to Executive's attorney, financial consultant or accountant, except that Executive and the Companies may disclose, as necessary, (i) the fact that Executive has terminated Executive's employment with the Companies and (ii) the terms of this Agreement and Severance Benefits as required under the securities laws and regulations and the listing requirements of any stock exchange or national market system and as otherwise required by law.


5.        Any fringe benefits that Executive has received or currently is receiving from the Companies  or  its  affiliates  shall  cease  effective  with  the  Date  of  Termination,  except  as otherwise provided for in this Release, in the Agreement or by law.










2010877 v2


6.         The  parties   agree  that  the  terms  contained   and  payments   provided   for  in  the Agreement  are compensation   for and in full consideration   of Employee's  release  of claims  under this  Release,  and  Executive's   confidentiality,   non-compete,   non-solicitation   and  non-disclosure agreements  contained  in the Agreement.


7.         The  Executive   shall  be  under  no  duty  or  obligation   to  seek  or  accept   other employment   and  shall  not  be required  to  mitigate  the  amount  of the    Severance  Benefits  and Non-Compete   Payment  (as defined  and provided  under  the Agreement)  by seeking  employment or otherwise,  provided,  however,  that the Executive  shall be required  to notify  the Companies  if the  Executive   becomes   covered   by  a  health   or  dental   care  program   providing   substantially similar  coverage,  at which  time  health  or dental  care  continuation   coverage  provided  under  the Agreement  shall cease.


8.         Executive   waives,  releases,   and  forever  discharges   the  Companies   and  each  of their  direct  or  indirect  parents,  subsidiaries,   affiliates,   and  any  partnerships,   joint  ventures   or other   entities   involving   or  related   to  any  of  the  Companies,   their   parents,   subsidiaries    or affiliates,  and all present  or former employees,  officers,  agents, directors,  successors,  assigns  and attorneys   of  any  of  these  corporations,   persons  or  entities  (all  collectively   referred   to  in this Release  as the  "Released")  from  any  and  all claims,  charges,  suits,  causes  of action,  demands, expenses  and compensation  whatsoever,   known  or unknown,  direct  or indirect,  on account  of or growing   out   of   Executive's    employment    with   and   termination    from   the   Companies,    or relationship  or termination  of such relationship  with any of the Released,  or arising  out of related events  occurring  through  the date  on which  this  Release  is executed.    This  includes,  but  is not limited  to, claims  for breach  of any  employment   contract;  handbook   or manual;  any express  or implied  contract;   any  tort;  continued   employment;    loss  of  wages   or  benefits;   attorney   fees; employment    discrimination    arising   under   any   federal,   state,   or  local   civil   rights   or  anti­ discrimination   statute,  including  specifically   any  claims  Executive   may  have  under  the federal Age  Discrimination    in  Employment   Act,   as  amended,   29  USC   §§  621, et  seq.; emotional distress; harassment; defamation; libel; slander; and all other types of claims or causes of action whatsoever arising under any other state or federal statute or common law of the United States. Notwithstanding  anything in this  Release to  the  contrary, nothing  in this  Release  shall  be construed to waive, release or discharge the Companies from making any payments or providing any benefits to Executive in accordance with the terms of   the Agreement after the Date of Termination


9.        The Executive does not waive or release any rights or claims that may arise under the federal Age Discrimination in Employment Act, as amended, after the date on which this Release is executed by the Executive.


10.      The  Executive  acknowledges  and agrees  that  Executive  has  been  advised in writing by this Release, and otherwise, to CONSULT WITH AN ATTORNEY before Executive executes this Release.


11.      The Executive agrees that Executive received a copy of this Release prior to executing the Agreement, that this Release incorporates the Companies' FINAL OFFER; that Executive has been given a period of at least twenty-two (22) calendar days within which to consider this Release and its terms and to consult with an attorney should Executive soelect,


12.       The Executive  shall have seven (7) calendar  days following  Executive's  execution of this Release  to revoke  this Release.  Any revocation  of this Release  shall be made  in writing  by the  Executive  and  shall  be received  on  or before  the time  of close  of business   on the  seventh calendar  day  following  the  date  of the Employee's   execution  of this  Release  at Pro.Assurance's address   at  100  Brookwood   Place,   P.  O.  Box   590009,   Birmingham,    Alabama   35259-0009, Attention:  President:   cc Secretary, or  such other place  as the Companies  may notify Executive  in writing.  This Release  shall not become  effective  or enforceable  until the eighth  (8th)  calendar  day following  the Executive's  execution  of this Release.


13.       Executive   and  the  Companies   acknowledge   that  they  have  read  and  understand this  Release,  that they  have had  adequate  time  to consider  this Release  and discuss  it with  their attorneys  and advisors,  that they  understand  the consequences   of entering  into this Release,  that they  are knowingly   and  voluntarily   entering  into  this  Release,  and that  they  are  competent  to enter into this Release.


14.       This  Release   shall  benefit   and  be binding  upon  the parties  and  their  respective directors,  officers,  employees,   agents,  heirs,  successors,   assigns,  devisees  and legal  or personal representatives.


15.       This  Release,  along  with  the attached  Agreement,   sets forth the entire  agreement between  the parties  at the time  and date these  documents  are executed,  and fully  supersedes  any and all prior  agreements   or understandings   between  them pertaining  to the subject  matter  in this Release.  This  Release  may  not be modified  or amended  except  by a written  agreement  intended as such, and signed by all parties.


16.       Except   to  the  extent  that  federal  law  controls,  this  Release   is  to  be  construed according  to the law of the state of Delaware.


17.       If  any  provision    of  this   Release   is  determined    to  be   unenforceable,    at  the discretion  of Pro Assurance  the remainder  of this Release  shall not be affected  but each remaining provision   or portion  shall  continue  to be valid  and  effective  and  shall  be modified   so that  it is enforceable  to the fullest  extent permitted  by law.


18.       To signify  their  agreement  to the terms  of this Release,  the parties  have  executed it on the date set forth opposite  their  signatures,  or those of their  authorized  agents,  which  follow.










Dated: -----------------
 
EXECUTIVE






Mary Todd Peterson









PROASSURANCE CORPORATION




Dated: -----------------          By:                                                                      _ Its: --------------------------------