Official Order TDI No. 14-04518 dated April 2, 2007




 Exhibit 10.20 
  

					
	No. 07-0245 	 	OFFICIAL ORDER	 	
		 	of the	 	
		 	COMMISSIONER OF INSURANCE	 	
		 	of the	 	
		 	STATE OF TEXAS	 	
		 	AUSTIN, TEXAS	 	

 Date: Apr 02 2007 
 Subject Considered: 
 AMERICAN PHYSICIANS INSURANCE EXCHANGE 
 Austin, Texas 
 TDI No. 14-04158

 ARTICLES OF INCORPORATION 
 CONSENT ORDER 
 General remarks and official action taken: 
 On this day came on for consideration by the Commissioner of Insurance, pursuant to TEX. INS. CODE ANN. Chapter 826, the application of AMERICAN PHYSICIANS INSURANCE EXCHANGE, Austin, Texas, hereinafter referred to as
(“APPLICANT”), for approval of the Articles of Incorporation of AMERICAN PHYSICIANS INSURANCE COMPANY (the “Articles of Incorporation”). 
 Staff for the Texas Department of Insurance and the duly authorized representative of APPLICANT, have consented to the entry of this order as evidenced by the signature hereto and request the Commissioner of Insurance informally dispose of
this matter pursuant to the provisions of TEX. INS. CODE ANN. §36.104, TEX. GOV’T CODE ANN. §2001.056, and 28 TEX. ADMIN. CODE §1.47. 
 WAIVER 
 APPLICANT acknowledges the existence of its right to the issuance and service of notice of hearing, a public
hearing, a proposal for decision, rehearing by the Commissioner of Insurance, and judicial review of this administrative action, as provided for in TEX. INS. CODE ANN. §§36.201, 36.205, and TEX. GOV’T CODE ANN. §§2001.051,
2001.052, 2001.145 and 2001.146, and by the respective signature of the duly authorized representative on this order, has expressly waived each and every such right and acknowledges the jurisdiction of the Commissioner of Insurance. 









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 COMMISSIONER’S ORDER 
 AMERICAN PHYSICIANS INSURANCE EXCHANGE 
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 FINDINGS OF FACT 
 Based on the information provided to and reviewed by staff of the Texas Department of Insurance, the Commissioner of Insurance makes the following findings of fact: 
  

	1.	APPLICANT is a domestic reciprocal exchange property and casualty insurance company. 

  

	2.	Action by the Board of Directors and eligible subscribers of APPLICANT authorizing the proposed Articles of Incorporation has been evidenced to the Commissioner of Insurance.


  

	3.	APPLICANT has filed a plan of conversion and plan of merger. Pursuant to Commissioner’s Order No. 07-0064, dated January 26, 2007, the plan of conversion and plan of
merger were approved. APPLICANT has filed with the Commissioner the complete and executed documentation evidencing subscriber approval of the plan of conversion and plan of merger. This documentation evidencing eligible subscriber approval was filed
no later than 30 days after the subscriber’s approval. 

  

	4.	On March 22, 2007 the eligible subscribers approved a plan of conversion, including approval of the Articles of Incorporation and plan of merger. 

  

	5.	As a result of the plan of conversion and plan of merger, APPLICANT changed its name from AMERICAN PHYSICIANS INSURANCE EXCHANGE to AMERICAN PHYSICIANS INSURANCE COMPANY. The
amendment is properly supported by the required documents, which evidence that the name AMERICAN PHYSICIANS INSURANCE COMPANY, is not so similar to the name of another insurance company as to likely to mislead the public. 


 

	6.	The proposed capital and surplus of the APPLICANT is equal to or exceeds the minimum requirements of capital and surplus required by the TEX. INS. CODE ANN. Chapters 822 and 861 for
a domestic stock property and casualty insurance company. 










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	7.	By signing this order, APPLICANT is representing to the Commissioner of Insurance that its officers, directors and managing executives possess sufficient insurance experience,
ability, and standing to render the continued success of the company probable. 

  

	8.	APPLICANT represents to the Commissioner of Insurance that the APPLICANT and its representatives are acting in good faith. 

  

	9.	The Articles of Incorporation have been properly and timely filed with the Department and reviewed by Department staff and appear to comply with the requirements of TEX. INS. CODE
ANN. Chapters 822 and 861. The plan of conversion, plan of merger, and the Articles of Incorporation filed with the Commissioner are effective April 1, 2007. 

 CONCLUSIONS OF LAW 
 Based upon the foregoing findings of fact, the Commissioner of Insurance
makes the following conclusions of law: 
  

	1.	The Commissioner of Insurance has jurisdiction over this matter pursuant to TEX. INS. CODE ANN. §§ 31.002, 801.051-801.053, Chapters 822, 826, and 942.


  

	2.	The Commissioner of Insurance has authority to dispose of this matter under TEX. GOV’T CODE ANN. §2001.056, TEX. INS. CODE ANN. §36.104 and 28 TEX. ADMIN. CODE
§1.47. 

  

	3.	APPLICANT and staff have knowingly and voluntarily waived all procedural requirements for the entry of this order, including, but not limited to, notice of hearing, a public
hearing, a proposal for decision, rehearing by the Commissioner of Insurance, and judicial review of the order as provided for in TEX. GOV’T CODE ANN. §§2001.051, 2001.052, 2001.145 and 2001.146, and TEX. INS. CODE ANN.
§§36.201 – 36.205. 

  

	4.	The proposed Articles of Incorporation of APPLICANT are properly supported by the required documents and appears to comply with TEX. INS. CODE ANN. Chapters 822 and 861.


 IT IS, THEREFORE, THE ORDER of the Commissioner of Insurance that the Articles of Incorporation of AMERICAN PHYSICIANS INSURANCE COMPANY,
Austin, Texas, be and the same are hereby, approved effective April 1, 2007. 









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 IT IS, FURTHER ORDERED by the Commissioner of Insurance that, effective April 1, 2007, Certificate of Authority No.
8184 dated issued August 15, 1986 issued to APS FACILITIES MANAGEMENT, INC., Attorney-in-Fact for subscribers at AMERICAN PHYSICIANS INSURANCE EXCHANGE, Austin, Texas, should be, and is hereby canceled, and that an amended Certificate of Authority
be issued concurrently to AMERICAN PHYSICIANS INSURANCE COMPANY, Austin, Texas. 
  

			
		 	MIKE GEESLIN
		 	COMMISSIONER OF INSURANCE
		
	BY:	 	 /s/ Godwin Ohaechesi

		 	Godwin Ohaechesi, Director
		 	Company Licensing & Registration
		 	Order 01-0692


  

	
	 Recommended by:

	
	 /s/ Jeff Hunt

	Jeff Hunt, Admissions Officer
	Company Licensing & Registration
	
	Approved as to form:
	
	 /s/ Margaret Jonon

	Margaret Jonon
	Staff Attorney, Financial Counsel Section
	Legal Services Division
	
	Approved as to form and content:
	
	 /s/ Edward McHorse

	Edward McHorse, Attorney for APPLICANT
	Graves, Dougherty, Hearon & Moody
	401 Congress Avenue, Suite 2200
	Austin, Texas 78701
	 (512) 480-5750 Telephone

	 (512) 480-5850 Facsimile











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 Agreed, Accepted and Approved as to form and content this
2nd day of April 2007: 
  

			
	(Sign):	 	/s/ Marc J. Zimmermann
	(Print Name):	 	Marc J. Zimmermann
	(Title):	 	SVP and Chief Financial Officer
		 	American Physicians Insurance Exchange

  

			
	THE STATE OF Texas	 	§
		 	§
	COUNTY OF Travis	 	§

 BEFORE ME, Becky Borgeson , a notary public in and for the State of Texas , on this day personally appeared Marc
Zimmermann, known to me or proved to me by Jeff Hunt to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that [he/she] executed the same for the purposes and consideration therein expressed, who
being by me duly sworn, deposed as follows: 
 1. “My name is Marc Zimmermann. I am of sound mind, capable of making this statement, and personally
acquainted with the facts herein stated. 
 2. I hold the office of Chief Financial Officer and am the authorized representative of American Physicians
Insurance Exchange, which is currently licensed to transact the business of insurance in the State of Texas and I am duly authorized by said Company to execute this statement. 
 3. American Physicians Insurance Exchange has knowingly and voluntarily entered into this Consent Order and agrees with and consents to the issuance and service of the foregoing Consent Order by the Commissioner of
Insurance of the State of Texas.” 
  

	
	 /s/ Marc J. Zimmermann

	Signature
	
	 Marc J. Zimmermann, SVP & CFO

	Typed/Printed name and title











 07-0245 
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 AMERICAN PHYSICIANS INSURANCE EXCHANGE 
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 Given under my hand and seal of office this 2nd day of April, 2007. 
  

	
	 /s/ Becky Borgeson

	Signature of Notary Public
	
	 Becky Borgeson

	Printed Name of Notary Public

 NOTARY PUBLIC IN AND FOR THE STATE OF Texas 
 My Commission Expires: Jan 6, 2010