STILWELL ASSOCIATES, L.P.
 AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
 Effective January 1, 2007




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ARTICLE 1
    
    Organization
    
    
    11.1.
    
    Formation of Limited Partnership
    
    
    11.2.
    
    Name
    
    
    11.3.
    
    Character of Business
    
    
    11.4.
    
    Principal Place of Business
    
    
    11.5.
    
    Fiscal Year
    
    
    11.6.
    
    Term
    
    
    1ARTICLE 2
    
    Definitions
    
    
    2ARTICLE 3
    
    Capital Contributions
    
    
    53.1.
    
    Capital Contributions
    
    
    53.2.
    
    Admission of Partners
    
    
    63.3.
    
    No Priorities of Limited Partners
    
    
    6ARTICLE 4
    
    Capital Accounts
    
    
    64.1.
    
    Capital Accounts
    
    
    64.2.
    
    Valuation Date; Accounting Period
    
    
    74.3.
    
    Compliance With Treasury Regulations
    
    
    7ARTICLE 5
    
    Determination and Allocation of Profits and Losses
    
    
    75.1.
    
    Determination of Partnerships Net (Book) Profit or Loss
    
    
    75.2.
    
    Allocations to Capital Accounts
    
    
    85.3.
    
    Ongoing Expenses
    
    
    85.4.
    
    Management Fee
    
    
    95.5.
    
    Incentive Allocation
    
    
    95.6.
    
    New Issues
    
    
    95.7.
    
    Tax Allocation
    
    
    105.8.
    
    Accounting Conventions; Elections
    
    
    10ARTICLE 6
    
    Distributions
    
    
    116.1.
    
    Withdrawal of Capital
    
    
    116.2.
    
    Distributions
    
    
    136.3.
    
    Restriction on Distribution
    
    
    136.4.
    
    Withholding
    
    
    136.5.
    
    Valuation
    
    
    13ARTICLE 7
    
    Duties, Powers and Restrictions Upon the General Partner and the Limited Partners
    
    
    137.1.
    
    Investment Objective
    
    
    137.2.
    
    Powers of General Partner
    
    
    147.3.
    
    Other Business Relationships
    
    
    157.4.
    
    Conflicts of Interest
    
    
    157.5.
    
    Powers of Limited Partners
    
    
    157.6.
    
    Partnership Property
    
    
    15ARTICLE 8
    
    Liability of Partners
    
    
    16
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8.1.
    
    Liability of the General Partner
    
    
    168.2.
    
    Liability of the Limited Partners
    
    
    168.3.
    
    No Obligation to Replenish Negative Capital Account
    
    
    16ARTICLE 9
    
    Indemnification
    
    
    169.1.
    
    In General
    
    
    169.2.
    
    Expenses
    
    
    17ARTICLE 10
    
    Books and Records, Reports to Partners
    
    
    1710.1.
    
    Books and Records
    
    
    1710.2.
    
    Federal, State, Local and Foreign Income Tax Information
    
    
    1710.3.
    
    Tax Matters Partner
    
    
    1710.4.
    
    Reports to Partners
    
    
    18ARTICLE 11
    
    Transfers; Removal
    
    
    1811.1.
    
    Transfer by the General Partner
    
    
    1811.2.
    
    Transfer by Limited Partners
    
    
    1811.3.
    
    Withdrawal of General Partner
    
    
    18ARTICLE 12
    
    Dissolution and Winding Up of the Partnership
    
    
    1912.1.
    
    Dissolution of the Partnership
    
    
    1912.2.
    
    Winding Up of the Partnership
    
    
    19ARTICLE 13
    
    Power of Attorney
    
    
    2013.1.
    
    Appointment of General Partner
    
    
    2013.2.
    
    Irrevocable
    
    
    20ARTICLE 14
    
    Miscellaneous
    
    
    2014.1.
    
    Amendments
    
    
    2014.2.
    
    Determination of Certain Matters
    
    
    2114.3.
    
    Waiver of Partition
    
    
    2114.4.
    
    Successors in Interest
    
    
    2114.5.
    
    Severability
    
    
    2114.6.
    
    Notice
    
    
    2114.7.
    
    Delaware Office
    
    
    2114.8.
    
    Certificate of Limited Partnership
    
    
    2114.9.
    
    Applicable Law
    
    
    2114.10.
    
    Miscellaneous
    
    
    21
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AMENDED AND RESTATED
 LIMITED PARTNERSHIP AGREEMENT
 OF
 STILWELL ASSOCIATES, L.P.
 LIMITED PARTNERSHIP AGREEMENT
 ARTICLE 1
 Organization
 Formation of Limited Partnership.
 Name.
 Character of Business.
 Principal Place of Business.
 Fiscal Year.
 Term.




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ARTICLE 2
 Definitions
  Accounting Period
 Act et seq.,
 Additional Limited Partners
 Adjusted Net Asset Value
 Affiliate
 Agreement
 Business Day
 Capital Account
 Capital Contribution
 Carryforward Account
 (1)
    
    As of the first day after the close of each Performance Period for such
Limited Partner, the balance of the Carryforward Account (a) shall be increased by the
amount, if any, of such Limited Partners Negative Performance Change for such
Performance Period and (b) shall be reduced (but not below zero) by the amount, if
any, of such Limited Partners Positive Performance Change for such Performance
Period.(2)
    
    As of the close of each Performance Period for such Limited Partner, any
positive balance of the Carryforward Account shall be further adjusted if the Capital
Account balance of such Limited Partner has been reduced during such Performance
Period as a result of a distribution or a partial withdrawal, by reducing such
positive balance (but not below zero) by an amount determined by multiplying (a) such
positive balance by (b) a fraction, of which (i) the numerator is equal to the amount
so distributed or withdrawn, and (ii) the denominator is equal to the balance of such
Limited Partners Capital Account immediately before giving effect to such
distribution or withdrawal.
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Certificate
 Code
 Distribution
 Event of Withdrawal
     Excluded Act
 Fiscal Year
 General Partner
 Incentive Allocation
 Indemnified Parties
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Interest
 Limited Partner
 Majority-In-Interest
 Net Asset Value
 Net Profits or Net Losses
 Partners
 Partnership
 Percentage Interest
 Performance Change
 (1)
    
    the sum of (a) the balance of such Limited Partners Capital Account as of the
close of the Performance Period (after giving effect to all allocations to be made to
such Limited Partners Capital Account as of such date other than any Incentive
Allocation to be debited against such Limited Partners Capital Account), plus (b) any
debits to such Limited Partners Capital Account during the Performance Period to
reflect any actual or deemed distributions or withdrawals with respect to such Limited
Partners interest; and(2)
    
    the sum of (a) the balance of such Limited Partners Capital Account as of the
commencement of the Performance Period, plus (b) any credits to such Limited Partners
Capital Account during the Performance Period to reflect any contributions by such
Limited Partner to the capital of the Partnership.
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Performance Period
 (1)
    
    the last day of a Fiscal Year;(2)
    
    the withdrawal by such Limited Partner of his entire Interest in the Partnership;(3)
    
    the admission as a Substitute Limited Partner of a Person to whom the entire
interest of such Limited Partner has been transferred; or(4)
    
    the final distribution to such Limited Partner following the dissolution of
the Partnership.
 Person
 Portfolio Entity
 Portfolio Investment
 Private Offering Memorandum
 Securities
 Subscription Agreement
 Substitute Limited Partner
 Valuation Date
 ARTICLE 3
 Capital Contributions
 Capital Contributions.
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Admission of Partners. provided however
  No Priorities of Limited Partners.
 ARTICLE 4
 Capital Accounts
 Capital Accounts.
 Capital Account
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Adjustments to Capital Accounts
   Capital Accounts of Current Partners
 Valuation Date; Accounting Period.
 Compliance With Treasury Regulations.
 ARTICLE 5
 Determination and Allocation of Profits and Losses
 Determination of Partnerships Net (Book) Profit or Loss.
    -7-




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Allocations to Capital Accounts.
 provided however,
   Withholding Taxes
 Ongoing Expenses.
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Management Fee. Management Fee
 Incentive Allocation.
 New Issues.
     -9-




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Tax Allocation.
 Accounting Conventions; Elections.
 -10-




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ARTICLE 6
 Distributions
 6.1. Withdrawal of Capital
 Notice Period
 Payment of Withdrawal Proceeds
  -11-




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Mandatory Withdrawal
     Suspension of Withdrawals
      -12-




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Distributions.
 Restriction on Distribution.
 Withholding
    Valuation
 ARTICLE 7
 Duties, Powers and Restrictions
Upon the General Partner and the Limited Partners
 Investment Objective.
 
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Powers of General Partner
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Other Business Relationships.
 Conflicts of Interest
    Powers of Limited Partners.
 Partnership Property. provided however provided, further
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ARTICLE 8
 Liability of Partners
 8.1. Liability of the General Partner
   Liability of the Limited Partners.
 No Obligation to Replenish Negative Capital Account.
 ARTICLE 9
 Indemnification
 In General.
 
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Expenses.
 ARTICLE 10
 Books and Records, Reports to Partners
 Books and Records.
 Federal, State, Local and Foreign Income Tax Information.
 Tax Matters Partner.
 
 -17-




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Reports to Partners.
 ARTICLE 11
 Transfers; Removal
 Transfer by the General Partner.
 Transfer by Limited Partners.
 Withdrawal of General Partner
   -18-




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ARTICLE 12
 Dissolution and Winding Up of the Partnership
 Dissolution of the Partnership.
   Winding Up of the Partnership.
      -19-




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ARTICLE 13
 Power of Attorney
 Appointment of General Partner.
 Irrevocable
    ARTICLE 14
 Miscellaneous
 Amendments
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Determination of Certain Matters.
 Waiver of Partition.
 Successors in Interest.
 Severability.
 Notice.
 Delaware Office.
 Certificate of Limited Partnership.
 Applicable Law.
 Miscellaneous.
  -21-




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GENERAL PARTNER:Stilwell Value, LLC/s/ Joseph StilwellBy: Joseph Stilwell, Managing MemberLIMITED PARTNERS: American Physicians Assurance Corporation/s/ R. Kevin ClintonBy: R. Kevin Clinton, President & CEOBy:
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General Partner
    
    Capital CommitmentJoseph Stilwell, Managing Member
    
    $Limited PartnersAmerican Physicians Assurance 
Corporation
    
    $15 Million$$$$
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