Executive Nonqualified "Excess" Plan

Executive Compensation Plan Agreement

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PROASSURANCE CORP | Executive Benefit Services, Inc.

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Title: Executive Nonqualified "Excess" Plan
Governing Law: North Carolina Date: 4/19/2005
Industry: Insurance (Prop. and Casualty) Sector: Financial

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EXHIBIT 10(i)

[EBS LOGO] PROASSURANCE GROUP

- The Executive Nonqualified "Excess" Plan(SM)

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TABLE OF CONTENTS TAB

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ENGAGEMENT AGREEMENT 1

SERVICE AGREEMENT 2

ADOPTION AGREEMENT 3

PLAN DOCUMENT 4

TRUST AGREEMENT & TRUST DOCUMENTS 5

BOARD RESOLUTION 6

DEPARTMENT OF LABOR NOTIFICATION 7

EXECUTIVE SUMMARY 8

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Executive Benefit Services, Inc. - 4140 ParkLake Avenue, Suite 500 -

(EBS) is a member company of the Principal financial Group(R),Des Moines,

IA 50392

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[EBS LOGO] THE EXECUTIVE NONQUALIFIED "EXCESS" PLAN(SM) EXCESS PLAN

- Engagement Agreement

This agreement entered into this 9th day of November, 2004 between Executive

Benefit Services, Inc., hereafter called ("EBS"), a North Carolina corporation,

located at 4140 ParkLake Avenue, Suite 500, Raleigh, NC 27612 and Proassurance

Group, located at 100 Brookwood PLC., Birmingham, AL 35209, hereafter

called the ("COMPANY"). Whereas, the COMPANY wishes to use the administrative

services of EBS for The Executive Nonqualified "Excess " Plan(TM), hereafter

referred to as the "Plan".

NOW, THEREFORE, in consideration of the terms and conditions contained

herein, the parties hereto agree as follows:

1.0 PLAN DESIGN SERVICES:

EBS will provide the following services in coordination with the servicing

representative(s) to assist the COMPANY in the design of the Plan:

a) Coordinate Implementation conference call with COMPANY

representative(s), the EBS implementation team, servicing

representative(s) and other parties as applicable.

b) Assist in preparation of prototype Plan documentation including

(where applicable):

- Service Agreement

- Plan Document and Adoption Agreement

- Board Resolution

- Department of Labor Notification

- Trust Agreement (if applicable)

c) Implement Plan financing method.

2.0 ACKNOWLEDGMENTS:

a) EBS does not provide legal, tax or accounting advice. EBS may

provide general information regarding the operation of the Plan, but

it is solely the responsibility of the COMPANY to determine actual

legal and tax consequences associated with the Plan.

b) EBS may provide the COMPANY model documents but it is solely the

responsibility of the COMPANY and the COMPANY'S legal counsel to

determine whether documents are appropriate for the Plan.

c) Plan Administrative Service fees vary depending on the plan

financing method(s) used. A Service Agreement will be drafted based

on the COMPANY'S selection of a financing method. Any change in

financing method will require execution of a new Service Agreement.

Any difference in fees will be due / refunded upon execution of the

new Service Agreement.

3.0 APPLICATION FEE:

A $500.00 non-refundable application fee is payable with this engagement letter.

This fee will be applied towards the Plan Set-up fee. Any additional amounts

owed for the Plan Set-up fee will be invoiced and due with the first quarter's

statement fees.

Victor T. Adamo, President /S/ Victor T. Adamo

------------------------------------------- ----------------------------

Please print COMPANY OFFICER'S Name & Title Signature of COMPANY OFFICER

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[SEAL] [EBS LOGO]

THE EXECUTIVE

NONQUALIFIED "EXCESS" PLAN(SM)

SERVICE AGREEMENT - ADVANTAGE NONQUALIFIED MUTUAL FUND FINANCING

This agreement is made this 1 day of December, 2004, between Executive Benefit

Services, Inc. ("EBS"), a North Carolina corporation, located at 4140 ParkLake

Avenue, Suite 500, Raleigh, NC 27612 and PROASSURANCE GROUP SERVICES

CORPORATION, located at 100 BROOKWOOD PLACE, SUITE 300, BIRMINGHAM, AL 35209

("COMPANY"). Whereas, the COMPANY wishes to use the administrative services of

EBS to provide plan level administration for The Executive Nonqualified "Excess"

Plan(SM), hereinafter referred to as the "Plan".

RECITALS:

Whereas, the COMPANY has established a Nonqualified Executive Benefit

Program and will use mutual funds as the financing method; and

Whereas, EBS is in the business of providing administrative services to

companies offering Nonqualified Executive Benefit Programs to certain of their

eligible employees (the "EXECUTIVES"); and

Whereas, the COMPANY wishes to use the administrative services of EBS to

service the Plan; and

Whereas, EBS is willing to provide such services and undertake such

actions on the terms and conditions set forth in this Agreement,

AGREEMENT

NOW, THEREFORE, in consideration of the terms and conditions contained

herein, the undersigned parties agree as follows:

1.0 APPOINTMENT OF EBS:

1.1 The COMPANY hereby appoints EBS as its administrative agent for the

purposes set forth herein.

1.2 EBS hereby accepts such appointment, upon the terms and conditions

set forth herein.

2.0 THE PLAN:

2.1 The COMPANY agrees to provide EBS a copy of all plan documents,

forms and administrative procedures regarding the Plan, and such

other information and documents needed by EBS to assist in

administering the Plan.

2.2 The COMPANY agrees to promptly provide EBS with all amendments or

modifications to the Plan documents and all such other information

as EBS may reasonably request to perform its duties.

2.3 The COMPANY represents, acknowledges and agrees that EBS may rely on

all documents and information provided to it by the COMPANY as being

complete and accurate.

2.4 The COMPANY shall appoint one or more employees to act as its

representative ("COMPANY REPRESENTATIVE(s)") to coordinate

administration of the Plan with EBS.

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3.0 PLAN IMPLEMENTATION:

3.1 EBS agrees to assist the COMPANY in implementing the Plan by

providing the services described in Appendix A to this Agreement.

3.2 In consideration for its services under this Agreement, the COMPANY

shall pay or cause the Plan to pay EBS for services selected as set

forth in Appendix B. "the Election of Services and Fees".

4.0 PURCHASE AND REDEMPTION OF MUTUAL FUND SHARES:

4.1 The COMPANY has selected EBS to coordinate the Purchases and

Redemptions of mutual funds shares.

4.2 EBS has selected Princor Financial Services Corporation ("PRINCOR"),

a licensed broker- dealer and member of the National Association of

Securities Dealers ("NASD"), as its broker-dealer for executing

purchases and redemptions of mutual fund shares.

4.3 EBS will act as a liaison between the COMPANY and PRINCOR for mutual

fund purchases and redemptions.

5.0 GENERAL PROVISIONS:

5.1 Limitation of Administrative Duties.

5.1.1 The parties acknowledge and agree that EBS is not a

fiduciary, trustee or administrator of the Plan.

5.1.2 The parties acknowledge and agree that EBS does not

provide legal, accounting, tax or investment advisory

services.

5.1.3 The parties acknowledge and agree that EBS does not

guarantee the execution of orders to purchase or redeem

mutual fund shares and shall not be liable for

unexecuted or partially filled trades.

5.2 Limitation of Liability. EBS shall not be responsible for any losses

or damages to the Plan or the COMPANY other than those resulting

directly from EBS' negligence or willful disregard of its duties

under this Agreement; provided, however, that in no event shall EBS

be liable for any error or inaccuracy in the transmission of

information because of a breakdown or failure of transmission or

communication facilities.

5.2.1 The EBS website is intended to provide summary

information only and does not supersede reports,

confirmations or other primary source documents.

5.3 Term.

5.3.1 This Agreement shall commence as of the date of this

Agreement and continue until terminated by any party

upon ninety-days (90) prior written notice.

5.3.2 EBS reserves the right to terminate this agreement for

non-payment of any fees due by COMPANY to EBS. Fees are

due upon receipt and there is a ninety-day (90) grace

period.

5.3.3 In the event that any party to this Agreement files a

petition for bankruptcy, or loses any licenses required

in order to perform the services contained herein, this

Agreement shall be deemed to immediately terminate.

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5.4 Termination. Termination of this Agreement shall not affect any

other agreements between or among the parties.

5.5 EBS' Authority. The COMPANY hereby authorizes EBS to have access to

all information contained in the Plan's custodial accounts so as to

permit EBS to affect the administrative duties set forth in this

Agreement.

5.6 Construction of this Agreement.

5.6.1 No provision of this Agreement shall be construed so as to

violate the Plan, or any law, rule, regulation or order of any

federal or state governmental or regulatory authority,

including, without limitation, the Internal Revenue Code,

ERISA, the Securities and Exchange Commission, NASD.

5.6.2 The parties agree that this Agreement shall be construed as

though jointly drafted by the parties and according to the

fair intent of the language as a whole and not for or against

any party.

5.7 Amendments or Modifications. This Agreement may be amended or

modified only in writing signed by the parties.

5.8 Authorization. Each of the parties represents that it has duly

authorized the execution, delivery, and performance of this

Agreement and that this Agreement is a valid and binding obligation.

5.9 Entire Agreement. This Agreement sets forth the entire understanding

of the parties with regard to the matters set out herein.

5.10 Governing Law. This Agreement shall be governed by the laws of the

State of North Carolina without regard to conflict of law

principles.

5.11 Assignment. This Agreement may not be assigned by any party without

the written consent of the other party. Any attempted assignment

without such consent shall be void and of no effect.

5.12 Performance of Functions. EBS, to the extent it deems necessary or

appropriate, may engage an affiliate or outside agent to perform any

functions described in this Agreement as appropriate or required by

law. Compensation to such affiliate or outside agent, if any, shall

be paid by EBS and will not change the fee structure described in

this Agreement.

5.13 Confidentiality. The parties acknowledge that during the course of

this Agreement they may receive or learn confidential, business,

proprietary or other like information concerning each other (the

"CONFIDENTIAL INFORMATION"). The parties agree to keep all

Confidential Information strictly confidential and not to disclose

to any third party any Confidential Information without the prior

written consent of the other. Further, each party covenants and

agrees that it will not appropriate any Confidential Information to

its own use or to the use of any third party. The parties agree to

take at least such precautions to protect the Confidential

Information as it takes to protect its own confidential and

proprietary information.

5.13.1 Upon learning of any unauthorized disclosure or use of

Confidential Information, a party shall notify the other

party promptly and cooperate fully to protect such

Confidential Information.

5.13.2 If a party believes it is required by law, subpoena or court

order to disclose any Confidential Information, then such

party shall promptly notify the other party and provide a

copy of the subpoena, court order or other demand and make

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reasonable efforts to allow the other party an opportunity to

seek a protective order or other judicial relief.

5.14 Notice. For purposes of this Agreement, Notice shall be considered to

have been given if it is provided by one Party to the other by U.S.

mail or nationally recognized overnight courier to the following

mailing addresses:

EBS

4140 ParkLake Avenue

Suite 500

Raleigh, NC 27612

THE COMPANY

ProAssurance Group Services Corporation

Attn: Clay Shaw

100 Brookwood Place

Suite 300

Birmingham, AL 35209

IN WITNESS WHEREOF, this Agreement is executed as of the date above

written.

PROASSURANCE GROUP SERVICES CORPORATION EXECUTIVE BENEFIT SERVICES, INC.

By: /s/ Victor T. Adamo By: /s/ [ILLEGIBLE]

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Its: President Its: Assistant VP of Plan Management

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EBS PLAN LEVEL SERVICES

APPENDIX A

1.0 INITIAL PLAN REVIEW: EBS will review Plan documents to make sure they

coordinate with EBS' administrative capabilities.

2.0 PLAN IMPLEMENTATION: EBS will provide the following services to assist the

COMPANY in implementing and administering the Plan:

1.1 Prepare prototype Plan documents for legal review.

1.2 Prepare enrollment material, review Plan communications with

eligible employees/Plan members ("EXECUTIVES"), and help organize

enrollment meetings and presentations.

1.3 Set up Plan liability administration system.

3.0 COORDINATE PLAN FINANCING:

3.1 Based upon the mutual funds selected by the COMPANY (maximum of 40),

EBS will coordinate with PRINCOR the transfer of necessary

information so as PRINCOR can create the proper accounts with the

fund families.

3.2 Instruct COMPANY representatives on electronic wire transfer

procedures generally.

4.0 PLAN ADMINISTRATIVE SERVICES:

4.1 Plan-level administrative services:

4.1.1 EBS shall provide internet access to COMPANY to view Plan

values and allocations for each participating executive.

4.1.2 EBS shall provide a Plan liability report to COMPANY showing

accounting for Plan expenses.

4.1.3 EBS shall provide a Plan asset report reflecting values of the

mutual fund accounts at a frequency as selected by COMPANY in

Appendix B.

4.1.4 EBS shall provide such general payroll and accounting record

keeping assistance, as COMPANY shall request.

4.2 Executive-Level Administrative Services:

4.2.1 EBS shall provide internet access to each executive to view

his or her account values, asset allocations, detailed fond

information and performance history.

4.2.2 EBS shall provide executive statements, as selected by COMPANY

in Appendix B, identifying each executive's account values,

asset allocation, share prices and supplemental supporting

information.

4.2.3 EBS shall provide toll-free telephone numbers for executives

to make account inquiries during business hours. (U.S.

residents only)

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5.0 ASSET ADMINISTRATION: The COMPANY will hold mutual funds in its name (or a

Trust) with each fund company. The COMPANY will receive fund statements

and related tax documents directly from the individual fund houses.

5.1 The COMPANY will administer supporting assets. That is, the COMPANY

will monitor the relationship between the Plan liability portfolio

and the supporting asset portfolio. EBS will provide COMPANY with

access to an allocation comparison report on the EBS website.

COMPANY will contact EBS and direct fund transfers as it deems

appropriate.

5.2 The COMPANY may elect to deliver standing directions to EBS to

monitor and communicate trade instructions in an attempt to maintain

a balance designated by the COMPANY between the overall asset and

liability portfolios of the Plan.

5.2.1 The COMPANY acknowledges and agrees that an "attempt to

maintain a balance" does not mean that the asset portfolio

will exactly mirror the liability portfolio.

5.2.2 EBS agrees to monitor the relationship between the asset and

liability portfolio on each day that the New York Stock

Exchange is open for business.

5.2.3 On each such day that it monitors the portfolio, EBS will

adjust the assets as needed to maintain the balance designated

by the COMPANY; except, however, that no such action will be

taken unless a fund is off balance by more than a percentage

as selected by COMPANY in Appendix B.

5.2.4 The COMPANY will receive confirmation statements from the

mutual fund companies on any day that mutual funds are traded

in the Plan account.

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ELECTION OF ADMINISTRATIVE SERVICES AND FEES

APPENDIX B

1.0 PLAN SET UP FEES; (PLAN SET UP FEES ARE NONREFUNDABLE.)

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ONE TIME PLAN SET UP FEE: $ 500.00

PER ENROLLMENT KIT FEE: $ 5.00 (WAIVED IF ENROLLMENT KITS ARE EMAILED.)

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2.0 ANNUAL RECORD KEEPING FEES; (BILLED QUARTERLY)

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PLAN FEE: $ 2,500.00

PARTICIPANT FEE: (per # of active participants)

1-25 $ 150.00

26-100 $ 125.00

100+ $ 100.00

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SERVICE FEE: (valued as an average daily balance of mutual funds)

Principal Investor and Russell Lifepoint Funds - no service

fee Access Funds - 0.20% of Access Mutual Fund assets

CHECK HANDLING FEE: $20 per check submitted (COMPANY acknowledges that

there is a significant time delay from the day a check is submitted to

when it purchases mutual funds. ELECTRONIC FORMS ACCEPTED AT NO COST).

3.0 MISCELLANEOUS SERVICES FEES:

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Amendment of the executed

Adoption Agreement: $ 100.00/amendment

Custom requests: $ 150.00/hour

$ 0.35/page mailed (No charge for entailed reports)

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4.0 OPTIONAL SERVICES: (CHECK DESIRED SERVICES)

[ ] Statements mailed to residences @ $l/each statement mailed

[X] Semi-Annual frequency for Executive Statements and Corporate Report (25%

discount on Participant Fee)

[ ] Annual frequency for Executive Statements and Corporate Report (50%

discount on Participant Fee)

5.0 ASSET ADMINISTRATIVE SERVICES:(PLEASE CHECK ONE OPTION)

[ ] COMPANY will administer supporting assets as described in section 5.1 of

Appendix A.

[X] COMPANY elects to deliver standing instructions to BBS for monitoring

supporting assets as described in section 5.2 of Appendix A.

- If standing instructions to EBS is selected, please indicate maximum

percentage tolerance per fund: 5%. (Minimum of 1%)

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THE EXECUTIVE NONQUALIFIED EXCESS PLAN (SM)

ADOPTION AGREEMENT

FOR PLANS EFFECTIVE AFTER OCTOBER 3, 2004

THIS AGREEMENT is made the 1 day of December, 2004, by PROASSURANCE GROUP

SERVICES CORPORATION (the "Employer"), having its principal office at 100

BROOKWOOD PLACE, SUITE 300, BIRMINGHAM, AL 35209 and EXECUTIVE BENEFIT SERVICES,

INC. (the "Provider"), having its principal office at 4140 ParkLake Avenue,

Suite 500, Raleigh, North Carolina 27612.

WITNESSETH:

WHEREAS, the Provider has established The Executive Nonqualified Excess

Plan(SM) (the "Plan"); and

WHEREAS, the Employer desires to adopt the Plan as an unfunded,

nonqualified deferred compensation plan; and

WHEREAS, the Employer has been advised by the Provider to obtain legal and

tax advice from its professional advisors before adopting the Plan, and that the

Provider disclaims all liability for the legal and tax consequences which result

from the elections made by the Employer in this Adoption Agreement;

NOW, THEREFORE, the Employer hereby adopts the Plan in accordance with the

terms and conditions set forth in this Adoption Agreement:

ARTICLE I

Terms used in this Adoption Agreement shall have the same meaning as in

the Plan, unless some other meaning is expressly herein set forth. The Employer

hereby represents and warrants that the Plan has been adopted by the Employer

upon proper authorization and the Employer hereby elects to adopt the Plan for

the benefit of its Participants as referred to in the Plan. By the execution of

this Adoption Agreement, the Employer hereby agrees to be bound by the terms of

the Plan.

This Adoption Agreement may only be used in connection with The Executive

Nonqualified Excess Plan(SM). The Provider will inform the Employer of any

amendments to the Plan or of the discontinuance or abandonment of the Plan. For

questions concerning the Plan, the Employer may call the Provider at (919)

833-1042.

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ARTICLE II

The Employer hereby makes the following designations or elections for the

purpose of the Plan:

2.6 COMMITTEE: The duties of the Committee set forth in the Plan shall be

satisfied by:

XX (a) The administrative committee of at least three individuals

appointed by the Board to serve at the pleasure of the Board.

__ (b) Employer.

__ (c) Other (specify):___________________________________________.

2.7 COMPENSATION: The "Compensation" of a Participant shall mean all of a

Participant's:

XX (a) Base salary.

__ (b) Service Bonus.

__ (c) Performance-Based Compensation earned in a period of 12 months

or more.

__ (d) Commissions.

XX (e) Compensation received as an Independent Contractor reportable

on Form 1099.

__ (f) Other:________________________________________________________.

2.8 CREDITING DATE: The Deferred Compensation Account of a Participant shall

be credited with the amount of any Salary Deferral Credits to such account

at the time designated below:

__ (a) The last business day of each Plan Year.

__ (b) The last business day of each calendar quarter during the Plan

Year.

__ (c) The last business day of each month during the Plan Year.

__ (d) The last business day of each payroll period during the Plan

Year.

__ (e) Each pay day as reported by the Employer.

XX (f) Any business day on which Salary Deferral Credits are received

by the Provider.

__ (g) Other:_______________________________________________________.

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2.12 EFFECTIVE DATE:

XX (a) This is a newly-established Plan, and the Effective Date of the

Plan is JANUARY 1, 2005.

__ (b) This is an amendment and restatement of a plan named

__________________________________________________________with

an effective date of________________. The Effective Date of

this amended and restated Plan is__________________. This is

amendment number____________.

2.20 PARTICIPATING EMPLOYER(S): As of the Effective Date, the following

Participating Employer(s) are parties to the Plan:

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Name of Employer Address Telephone No. EIN

----------------------------- -------------------- -------------- ----------

ProAssurance Group Services 100 Brookwood Place,

Corporation Suite 300 (205) 877-4400 63-1285505

Birmingham, AL 35209

100 Brookwood Place,

ProAssurance Corporation Suite 300 (205) 877-4400 63-1261433

Birmingham, AL 35209

The Medical Assurance 100 Brookwood Place,

Company, Inc. Suite 300 (205) 877-400 63-0720042

Birmingham, AL 35209

Medical Assurance of West 100 Brookwood Place,

Virginia, Inc. Suite 300 (205) 877-4400 55-066686

Birmingham, AL 35209

100 Brookwood Place,

Mutual Assurance Agency, Inc. Suite 300 (205) 877-4400 63-0725911

Birmingham, AL 35209

100 Brookwood Place,

ProNational Insurance Company Suite 300 (205) 877-4400 38-2317569

Birmingham, AL 35209

Red Mountain Casualty 100 Brookwood Place,

Insurance Company, Inc. Suite 300 (205) 877-4400 36-3990058

Birmingham, AL 35209

691 N. Squirrell Rd.

Meemic Insurance Company Suite 100 (248)373-5700 38-1337336

Auburn Hills, MI 48326

</TABLE>

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2.18 NORMAL RETIREMENT AGE: The Normal Retirement Age of a Participant shall

be:

__ (a) Age______.

__ (b) The later of age ______ or the _________ anniversary of the

participation commencement date. The participation

commencement date is the first day of the first Plan Year in

which the Participant commenced participation in the Plan.

XX (c) Other: AGE 55 AND 5 YEARS OF SERVICE.

2.22 Plan: The name of the Plan as applied to the Employer is

THE EXECUTIVE NONQUALIFIED EXCESS PLAN OF PROASSURANCE GROUP

2.23 PLAN ADMINISTRATOR: The Plan Administrator shall be:

__ (a) Committee.

XX (b) Employer.

__ (c) Other:___________________________________________________.

2.24 PLAN YEAR: The Plan Year shall end each year on the last day of the month

of DECEMBER.

2.33 TRUST:

XX (a) The Employer DOES DESIRE to establish a "rabbi" trust for the

purpose of setting aside assets of the Employer contributed

thereto for the payment of benefits under the Plan.

__ (b) The Employer DOES NOT DESIRE to establish a "rabbi" trust for

the purpose of setting aside assets of the Employer contributed

thereto for the payment of benefits under the Plan.

__ (c) The Employer desires to establish a 'rabbi" trust for the

purpose of setting aside assets of the Employer contributed

thereto for the payment of benefits under the Plan UPON THE

OCCURRENCE OF A CHANGE IN CONTROL.

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4.1 SALARY DEFERRAL CREDITS: A Participant may elect to have his Compensation

(as selected in Section 2.7 of this Adoption Agreement) deferred within

the annual limits below by the following percentage or amount as

designated in writing to the Committee:

XX (a) Base salary:

minimum deferral: $_______________ or 1 %

maximum deferral: $_______________ or 75 %

__ (b) Service Bonus:

minimum deferral: $_______________ or _____________ %

maximum deferral: $_______________ or _____________ %

__ (c) Performance-Based Compensation:

minimum deferral: $_______________ or _____________ %

maximum deferral: $_______________ or _____________ %

XX (d) Other: 1099 Income.

minimum deferral: $ 1.000 or _____________ %

maximum deferral: $ 100.000 or _____________ %

__ (e) Salary deferral credits not allowed.

4.2 EMPLOYER CREDITS: The Employer will make Employer Credits in the following

manner:

__ (a) EMPLOYER MATCHING CREDITS: The Employer may make

matching credits to the Deferred Compensation Account of

each Participant in an amount determined as follows:

_ (i) An amount determined each Plan Year by the

Employer.

_ (ii) Other: __________________________________________.

__ (b) EMPLOYER PROFIT SHARING CREDITS: The Employer may make

profit sharing credits to the Deferred Compensation

Account of each Active Participant in an amount determined

as follows:

_ (i) An amount determined each Plan Year by the Employer.

_ (ii) Other: __________________________________________.

__ (c) OTHER:______________________________________

XX (d) Employer Credits not allowed.

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5.3 DEATH OF A PARTICIPANT: If the Participant dies while in Service, the

Employer shall pay a benefit to the Beneficiary in an amount equal to the

vested balance in the Deferred Compensation Account of the Participant

determined as of the date payments to the Beneficiary commence, plus:

__ (a) An amount to be determined by the Committee.

__ (b) Other:______________________________________________________.

XX (c) No additional benefits.

5.4 ID-SERVICE WITHDRAWALS: In-service withdrawals may be made from the Plan:

__ (a) Yes, with respect to:

__ Salary Deferral Credits only.

__ Vested Employer Credits only.

__ Salary Deferral and Vested Employer Credits.

In-service withdrawals may be made in the following manner:

__ Single lump sum payment.

__ Installment payments over no more than__________years.

XX (b) No in-service withdrawals.

5.5 EDUCATION WITHDRAWALS: Education withdrawals may be made from the Plan:

__ (a) Yes, with respect to:

__ Salary Deferral Credits only.

__ Vested Employer Credits only.

__ Salary Deferral and Vested Employer Credits.

Education withdrawals may be made in the following manner:

__ Single lump sum payment.

__ Installment payments over no more than_________ years.

XX (b) No education withdrawals.

5.6 CHANGE IN CONTROL: Distributions are permitted upon a Change in Control:

XX (a) Yes.

__ (b) No.

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6.1 PAYMENT OPTIONS: Any benefit payable under the Plan upon a Qualifying

Distribution Event may be made to the Participant or his Beneficiary (as

applicable) in any of the following payment forms, as selected by the

Participant in the Salary Deferral Agreement:

XX (a) A lump sum in cash as soon as practicable following the date

of the Qualifying Distribution Event.

XX (b) Approximately equal annual installments over a term certain as

elected by the Participant upon his entry into the Plan not to

exceed 10 years.

__ (c) Other:______________________________________________________.

7. VESTING: An Active Participant shall be fully vested in the Employer

Credits made to the Deferred Compensation Account upon first to occur of

the following events: N/A

____ (a) Normal Retirement Age

____ (b) Death

____ (c) Disability

____ (d) Change in Control

____ (e) Other:_________________________________________________.

____ (f) Satisfaction of the vesting requirement specified below:

__ EMPLOYER MATCHING CREDITS:

____ (i) Immediate 100% vesting.

____ (ii) 100% vesting after______Years of Service.

____ (iii) 100% vesting at age______.

____ (iv) Number of Years Vested

of Service Percentage

Less than 1 ______%

1 ______%

2 ______%

3 ______%

4 ______%

5 ______%

6 ______%

7 ______%

8 ______%

9 ______%

10 or more ______%

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For this purpose, Years of Service of a Participant shall be

calculated from the date designated below:

____ (1) First Day of Service.

____ (2) Effective Date of the Plan Participation.

____ (3) Each Crediting Date. Under this option (3), each

Employer Credit shall vest based on the Years of Service

of a Participant from the Crediting Date on which each

Employer Matching Credit is made to his or her Deferred

Compensation Account. Notwithstanding the vesting

schedule elected above, all Employer Matching Credits to

the Deferred Compensation Account shall be 100% vested

upon the following event(s): __________________________

_______________________________________________________.

_____ EMPLOYER PROFIT SHARING CREDITS:

_______ (i) Immediate 100% vesting.

_______ (ii) 100% vesting after__Years of Service.

_______ (iii)100% vesting at age____.

_______ (iv) Number of Years Vested

of Service Percentage

Less than 1 _______%

1 _______%

2 _______%

3 _______%

4 _______%

5 _______%

6 _______%

7 _______%

8 _______%

9 _______%

10 or more _______%

For this purpose, Years of Service of a Participant shall be calculated

from the date designated below:

_______ (1) First Day of Service.

_______ (2) Effective Date of the Plan Participation.

_______ (3) Each Crediting Date. Under this option (3), each Employer

Credit

-8-

<PAGE>

shall vest based on the Years of Service of a

Participant from the Crediting Date on which each

Employer Profit Sharing Credit is made to his or her

Deferred Compensation Account.

Notwithstanding the vesting schedule elected above, all

Employer Profit Sharing Credits to the Deferred

Compensation Account shall be 100% vested upon the

following event(s):

_______________________________________________________

_____ OTHER EMPLOYER CREDITS:

_____ (i) Immediate 100% vesting.

_____ (ii) 100% vesting after__Years of Service.

_____ (iii) 100% vesting at age______.

_____ (iv) Number of Years Vested

of Service Percentage

Less than 1 ______%

1 ______%

2 ______%

3 ______%

4 ______%

5 ______%

6 ______%

7 ______%

8 ______%

9 ______%

10 or more ______%

For this purpose, Years of Service of a Participant

shall be calculated from the date designated below:

_______ (1) First Day of Service.

_______ (2) Effective Date of the Plan Participation.

_______ (3) Each Crediting Date. Under this option (3),

each Employer Credit shall vest based on the

Years of Service of a Participant from the

Crediting Date on which each Employer Profit

Sharing Credit is made to his or her Deferred

Compensation Account. Notwithstanding the

vesting schedule elected above, all Employer

Profit Sharing Credits to the Deferred

Compensation Account shall be 100% vested

upon the following event(s): _______________

-9-

<PAGE>

14. AMENDMENT AND TERMINATION OF PLAN: Notwithstanding any provision in this

Adoption Agreement or the Plan to the contrary, Section 17.8 of the Plan

shall be amended to read as provided in attached Exhibit A.

17.9 CONSTRUCTION: The provisions of the Plan and Trust (if any) shall be

construed and enforced according to the laws of the State of ALABAMA,

except to the extent that such laws are superseded by ERISA.

IN WITNESS WHEREOF, this Agreement has been executed as of the day

and year first above stated.

PROASSURANCE GROUP SERVICES CORPORATION

Name of Employer

By: /s/ Victor T. Adamo, PRESIDENT

-----------------------------

Authorized Person

NOTE: EXECUTION OF THIS ADOPTION AGREEMENT CREATES A LEGAL LIABILITY OF THE

EMPLOYER WITH SIGNIFICANT TAX CONSEQUENCES TO THE EMPLOYER AND PARTICIPANTS. THE

EMPLOYER SHOULD OBTAIN LEGAL AND TAX ADVICE FROM ITS PROFESSIONAL ADVISORS

BEFORE ADOPTING THE PLAN. THE PROVIDER DISCLAIMS ALL LIABILITY FOR THE LEGAL AND

TAX CONSEQUENCES WHICH RESULT FROM THE ELECTIONS MADE BY THE EMPLOYER IN THIS

ADOPTION AGREEMENT.

The Plan is adopted by the following Participating Employers:

PROASSURANCE CORPORATION

Name of Employer

By: /s/ Victor T. Adamo, PRESIDENT

----------------------------------

Authorized Person

THE MEDICAL ASSURANCE COMPANY. INC.

Name of Employer

By: Jeffrey P. Lisenby, VICE PRESIDENT

-----------------------------------

Authorized Person

-10-

<PAGE>

The Plan is adopted by the following Participating Employers (continued):

MEDICAL ASSURANCE OF WEST VIRGINIA, INC.

Name of Employer

By: /s/ [ILLEGIBLE]

----------------------------------

Authorized Person

MUTUAL ASSURANCE AGENCY, INC.

Name of Employer

By: Jeffrey P. Lisenby, Vice President

----------------------------------

Authorized Person

PRONATIONAL INSURANCE COMPANY

Name of Employer

By: /s/ Victor T. Adamo, President

----------------------------------

Authorized Person

RED MOUNTAIN CASUALTY INSURANCE COMPANY, INC.

Name of Employer

By: /s/ Victor T. Adamo, President

----------------------------------

Authorized Person

MEEMIC INSURANCE COMPANY

Name of Employer

By:-----------------------------------

Authorized Person

-11-

<PAGE>

EXHIBIT A to the Executive Nonqualified Excess Plan Adoption Agreement

ProAssurance Group Services Corporation

Plan Section 17.8 shall be amended and superseded to read as follows:

17.8 MERGER OR CONSOLIDATION; ASSUMPTION OF PLAN. Subject to Section 5.6,

nothing herein shall prohibit the assumption of the obligations and liabilities

of the Employer under the Plan by any successor entity.

<PAGE>

THE EXECUTIVE NONQUALIFIED EXCESS PLAN(SM)

PLAN DOCUMENT

4140 PARKLAKE AVENUE, SUITE 500

RALEIGH, NC 27612

<PAGE>

TABLE OF CONTENTS

THE EXECUTIVE NONQUALIFIED EXCESS PLAN(SM)

<TABLE>

Page

----

<S> <C>

Section 1. Purpose.............................................. 1

Section 2. Definitions.......................................... 1

2.1 "Active Participant"................................. 1

2.2 "Adoption Agreement"................................. 1

2.3 "Beneficiary"........................................ 2

2.4 "Board".............................................. 2

2.5 "Change in Control".................................. 2

2.6 "Committee".......................................... 2

2.7 "Compensation"....................................... 2

2.8 "Crediting Date"..................................... 2

2.9 "Deferred Compensation Account"...................... 2

2.10 "Disabled"........................................... 3

2.11 "Education Account".................................. 3

2.12 "Effective Date"..................................... 3

2.13 "Employee"........................................... 3

2.14 "Employer"........................................... 4

2.15 "Employer Credits"................................... 4

2.16 "Independent Contractor"............................. 4

2.17 "In-Service Account"................................. 4

2.18 "Normal Retirement Age".............................. 4

2.19 "Participant"........................................ 4

2.20 "Participating Employer"............................. 5

2.21 "Performance-Based Compensation"..................... 5

2.22 "Plan"............................................... 5

2.23 "Plan Administrator"................................. 5

2.24 "Plan Year".......................................... 5

2.25 "Provider"........................................... 5

2.26 "Qualifying Distribution Event"...................... 5

2.27 "Salary Deferral Agreement".......................... 5

2.28 "Salary Deferral Credits"............................ 5

2.29 "Service"............................................ 6

2.30 "Service Bonus"...................................... 6

2.31 "Spouse" or "Surviving Spouse"....................... 6

2.32 "Student"............................................ 6

2.33 "Trust".............................................. 6

2.34 "Trustee"............................................ 6

2.35 "Unforeseeable Emergency"............................ 6

2.36 "Years of Service"................................... 7

</TABLE>

<PAGE>

<TABLE>

<S> <C>

Section 3. Participation........................................ 7

Section 4. Credits to Deferred Compensation Account............. 7

4.1 Salary Deferral Credits.............................. 7

4.2 Employer Credits..................................... 8

4.3 Deferred Compensation Account........................ 8

Section 5. Qualifying Distribution Events....................... 9

5.1 Separation from Service.............................. 9

5.2 Disability........................................... 9

5.3 Death................................................ 9

5.4 In-Service Withdrawals............................... 9

5.5 Education Withdrawals................................ 10

5.6 Change in Control.................................... 11

5.7 Unforeseeable Emergency.............................. 11

Section 6. Qualifying Distribution Events Payment Options....... 12

6.1 Payment Options...................................... 12

6.2 Subsequent Elections................................. 13

6.3 Acceleration Prohibited.............................. 13

Section 7. Vesting.............................................. 13

Section 8. Accounts; Deemed Investment; Adjustments to Account.. 14

8.1 Accounts............................................. 14

8.2 Deemed Investments................................... 14

8.3 Adjustments to Deferred Compensation Account......... 14

Section 9. Administration by Committee.......................... 15

9.1 Membership of Committee.............................. 15

9.2 Committee Officers; Subcommittee..................... 15

9.3 Committee Meetings................................... 15

9.4 Transaction of Business.............................. 15

9.5 Committee Records.................................... 16

9.6 Establishment of Rules............................... 16

9.7 Conflicts of Interest................................ 16

9.8 Correction of Errors................................. 16

9.9 Authority to Interpret Plan.......................... 16

9.10 Third Party Advisors................................. 17

9.11 Compensation of Members.............................. 17

9.12 Expense Reimbursement................................ 17

9.13 Indemnification...................................... 17

</TABLE>

<PAGE>

<TABLE>

<S> <C>

Section 10. Contractual Liability; Trust............................. 18

10.1 Contractual Liability.................................... 18

10.2 Trust.................................................... 18

Section 11. Allocation of Responsibilities........................... 18

11.1 Board ................................................... 19

11.2 Committee................................................ 19

11.3 Plan Administrator....................................... 19

Section 12. Benefits Not Assignable; Facility of Payments............ 19

12.1 Benefits not Assignable.................................. 19

12.2 Payments to Minors and Others............................ 20

Section 13. Beneficiary.............................................. 20

Section 14. Amendment and Termination of Plan........................ 21

Section 15. Communication to Participants............................ 21

Section 16. Claims Procedure......................................... 21

16.1 Filing of a Claim for Benefits........................... 21

16.2 Notification to Claimant of Decision..................... 22

16.3 Procedure for Review..................................... 22

16.4 Decision on Review....................................... 23

16.5 Action by Authorized Representative of Claimant.......... 23

Section 17. Miscellaneous Provisions................................. 23

17.1 Set off.................................................. 23

17.2 Notices................. ................................ 24

17.3 Lost Distributes......................................... 24

17.4 Reliance on Data......................................... 24

17.5 Receipt and Release for Payments......................... 25

17.6 Headings ................................................ 25

17.7 Continuation of Employment............................... 25

17.8 Merger or Consolidation; Assumption of Plan.............. 25

17.9 Construction............................................. 26

</TABLE>

iii

<PAGE>

THE EXECUTIVE NONQUALIFIED EXCESS PLAN(SM)

SECTION 1. PURPOSE:

By execution of the Adoption Agreement, the Employer has adopted the

Plan set forth herein to provide a means by which certain management Employees

and Independent Contractors of the Employer may elect to defer receipt of

current Compensation from the Employer in order to provide retirement and other

benefits on behalf of such Employees and Independent Contractors of the

Employer, as selected in the Adoption Agreement. The Plan is intended to be a

nonqualified deferred compensation plan that complies with the provisions of

Section 409A of the Internal Revenue Code (the "Code"). The Plan is intended to

be an unfunded plan maintained primarily for the purpose of providing deferred

compensation benefits for a select group of management or highly compensated

employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee

Retirement Income Security Act of 1974 and independent contractors.

SECTION 2. DEFINITIONS:

As used in the Plan, including this Section 2, references to one

gender shall include the other and, unless otherwise indicated by the context:

2.1 "ACTIVE PARTICIPANT" means, with respect to any day or date, a

Participant who is in Service on such day or date; provided, that a Participant

shall cease to be an Active Participant immediately upon a determination by the

Committee that the Participant has ceased to be an Employee or Independent

Contractor, or that the Participant no longer meets the eligibility requirements

of the Plan.

2.2 "ADOPTION AGREEMENT" means the written agreement pursuant to

which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan

as applied to the Employer.

<PAGE>

2.3 "BENEFICIARY" means the person, persons, entity or entities

designated or determined pursuant to the provisions of Section 13 of the Plan.

2.4 "BOARD" means the Board of Directors of the Employer, if the

Employer is a corporation. If the Employer is not a corporation, "Board" shall

mean the Employer.

2.5 "CHANGE IN CONTROL" means a change in ownership or effective

control of the Employer, or in the ownership of a substantial portion of the

assets of the Employer, as provided in regulations promulgated under Section

409A of the Code.

2.6 "COMMITTEE" means the person designated in the Adoption

Agreement. If the Committee designated in the Adoption Agreement is unable to

serve, the Employer shall satisfy the duties of the Committee provided for in

Section 9.

2.7 "COMPENSATION" shall have the meaning designated in the Adoption

Agreement.

2.8 "CREDITING DATE" means the date designated in the Adoption

Agreement for crediting the amount of any Salary Deferral Credits to the

Deferred Compensation Account of a Participant. Employer Credits may be credited

to the Deferred Compensation Account of a Participant on any day that securities

are traded on a national securities exchange.

2.9 "DEFERRED COMPENSATION ACCOUNT" means the account maintained

with respect to each Participant under the Plan. The Deferred Compensation

Account shall be credited with Salary Deferral Credits and Employer Credits,

credited or debited for deemed investment gains or losses, and adjusted for

payments in accordance with the rules and elections in effect under Section 8.

The Deferred Compensation Account of a Participant shall include any In-Service

Account or Education Account of the Participant, if applicable.

<PAGE>

2.10 "DISABLED" means a Participant who is unable to engage in any

substantial gainful activity by reason of any medically determinable physical or

mental impairment which can be expected to result in death or can be expected to

last for a continuous period of not less than 12 months, or is, by reason of any

medically determinable physical or mental impairment which can be expected to

result in death or can be expected to last for a continuous period of not less

than 12 months, receiving income replacement benefits for a period of not less

than three months under an accident and health plan covering Employees of the

Employer.

2.11 "EDUCATION ACCOUNT" means a separate account to be kept for

each Participant that has elected to make education withdrawals as described in

Section 5.5. The Education Account shall be adjusted in the same manner and at

the same time as the Deferred Compensation Account under Section 8 and in

accordance with the rules and elections in effect under Section 8.

2.12 "EFFECTIVE DATE" shall be the date designated in the Adoption

Agreement as of which the Plan first becomes effective. Notwithstanding the

foregoing, any amounts credited to the account of a Participant pursuant to the

terms of a predecessor plan of the Employer which are not earned and vested

before January 1, 2005, shall be subject to the terms of this Plan.

2.13 "EMPLOYEE" means an individual in the Service of the Employer

if the relationship between the individual and the Employer is the legal

relationship of employer and employee and if the individual is a highly

compensated or management employee of the Employer. An individual shall cease to

be an Employee upon the Employee's termination of Service.

<PAGE>

2.14 "EMPLOYER" means the Employer identified in the Adoption

Agreement, and any Participating Employer which adopts this Plan. The Employer

may be a corporation, a limited liability company, a partnership or sole

proprietorship. All references herein to the Employer shall be applied

separately to each such Employer as if the Plan were solely the Plan of that

Employer.

2.15 "EMPLOYER CREDITS" means the amounts credited to the

Participant's Deferred Compensation Account by the Employer pursuant to the

provisions of Section 4.2.

2.16 "INDEPENDENT CONTRACTOR" means an individual in the Service of

the Employer if the relationship between the individual and the Employer is not

the legal relationship of employer and employee. An individual shall cease to be

an Independent Contractor upon the termination of the Independent Contractor's

Service. An Independent Contractor shall include a director of the Employer who

is not an Employee.

2.17 "IN-SERVICE ACCOUNT" means a separate account to be kept for

each Participant that has elected to make in-service withdrawals as described in

Section 5.4. The In-Service Account shall be adjusted in the same manner and at

the same time as the Deferred Compensation Account under Section 8 and in

accordance with the rules and elections in effect under Section 8.

2.18 "NORMAL RETIREMENT AGE" of a Participant means the age

designated in the Adoption Agreement.

2.19 "PARTICIPANT" means with respect to any Plan Year an Employee

or Independent Contractor who has been designated by the Committee as a

Participant and who has entered the Plan or who has a Deferred Compensation

Account under the Plan.

<PAGE>

2.20 "PARTICIPATING EMPLOYER" means any trade or business (whether

or not incorporated) which adopts this Plan with the consent of the Employer

identified in the Adoption Agreement.

2.21 "PERFORMANCE-BASED COMPENSATION" means any compensation based

on services performed over a period of at least twelve months as provided in

regulations promulgated under Section 409A of the Code.

2.22 "PLAN" means The Executive Nonqualified Excess Plan(SM), as

herein set out or as duly amended. The name of the Plan as applied to the

Employer shall be designated in the Adoption Agreement.

2.23 "PLAN ADMINISTRATOR" means the person designated in the

Adoption Agreement. If the Plan Administrator designated in the Adoption

Agreement is unable to serve, the Employer shall be the Plan Administrator.

2.24 "PLAN YEAR" means the twelve-month period ending on the last

day of the month designated in the Adoption Agreement; provided, that the

initial Plan Year may have fewer than twelve months.

2.25 "PROVIDER" means Executive Benefit Services, Inc.

2.26 "QUALIFYING DISTRIBUTION EVENT" means an event described in

Section 5.

2.27 "SALARY DEFERRAL AGREEMENT" means a written agreement entered

into between a Participant and the Employer pursuant to the provisions of

Section 4.1

2.28 "SALARY DEFERRAL CREDITS" means the amounts credited to the

Participant's Deferred Compensation Account by the Employer pursuant to the

provisions of Section 4.1.

<PAGE>

2.29 "SERVICE" means employment by the Employer as an Employee. If

the Participant is an Independent Contractor, "Service" shall mean the period

during which the contractual relationship exists between the Employer and the

Participant.

2.30 "SERVICE BONUS" means any bonus paid to a Participant by the

Employer which is not Performance-Based Compensation.

2.31 "SPOUSE" or "SURVIVING SPOUSE" means, except as otherwise

provided in the Plan, a person of the opposite sex who is the legally married

spouse or surviving spouse of a Participant.

2.32 "STUDENT" means the individual designated by the Participant in

the Salary Deferral Agreement with respect to whom the Participant will create

an Education Account.

2.33 "TRUST" means the trust fund established pursuant to Section

10.2, if designated by the Employer in the Adoption Agreement.

2.34 "TRUSTEE" means the trustee, if any, named in the agreement

establishing the Trust and such successor or additional trustee as may be named

pursuant to the terms of the agreement establishing the Trust.

2.35 "UNFORESEEABLE EMERGENCY" means a severe financial hardship to

the Participant resulting from a sudden or unexpected illness or accident of the

Participant, the Participant's Spouse or dependent (as defined in Section 152(a)

of the Code), loss of the Participant's property due to casualty, or other

similar extraordinary and unforeseeable circumstances arising as a result of

events beyond the control of the Participant.

<PAGE>

2.36 "YEARS OF SERVICE" means each Plan Year of Service completed by

the Participant. For vesting purposes, Years of Service shall be calculated from

the date designated in the Adoption Agreement.

SECTION 3. PARTICIPATION:

The Committee in its discretion shall designate each Employee or

Independent Contractor who is eligible to participate in the Plan. An Employee

or Independent Contractor designated by the Committee as a Participant who has

not otherwise entered the Plan shall enter the Plan and become a Participant as

of the date determined by the Committee. A Participant who separates from

Service with the Employer and who later returns to Service will not be an Active

Participant under the Plan except upon satisfaction of such terms and conditions

as the Committee shall establish upon the Participant's return to Service,

whether or not the Participant shall have a balance remaining in the Deferred

Compensation Account under the Plan on the date of the return to Service.

SECTION 4. CREDITS TO DEFERRED COMPENSATION ACCOUNT:

4.1 SALARY DEFERRAL CREDITS. To the extent provided in the Adoption

Agreement, each Active Participant may elect, by entering into a Salary Deferral

Agreement with the Employer, to defer the receipt of Compensation from the

Employer by a dollar amount or percentage specified in the Salary Deferral

Agreement. The amount of the Participant's Salary Deferral Credit shall be

credited by the Employer to the Deferred Compensation Account maintained for the

Participant pursuant to Section 8. The following special provisions shall apply

with respect to the Salary Deferral Credits of a Participant:

4.1.1 The Employer shall credit to the Participant's Deferred

Compensation Account on each Crediting Date an amount equal to the total

Salary Deferral Credit for the period ending on such Crediting Date.

<PAGE>

4.1.2 An election pursuant to Section 4.1 shall be made by the

Participant by executing and delivering a Salary Deferral Agreement to the

Committee. The Salary Deferral Agreement shall become effective with

respect to such Participant as of the first day of January following (the

date such Salary Deferral Agreement is received by the Committee;

provided, that in the case of the first year in which the Participant

becomes eligible to participate in the Plan, the Participant may execute

and deliver a Salary Deferral Agreement to the Committee within 30 days

after the date the Participant enters the Plan to be effective as of the

first payroll period next following the date the Salary Deferral Agreement

is received by the Committee. A Participant's election shall continue in

effect, unless earlier modified by the Participant, until the Participant

separates from Service, or, if earlier, until the Participant ceases to be

an Active Participant under the Plan.

4.1.3 A Participant may unilaterally modify a Salary Deferral

Agreement (either to terminate, increase or decrease the portion of his

future Compensation which is subject to salary deferral within the

percentage limits set forth in Section 4.1 of the Adoption Agreement) by

providing a written modification of the Salary Deferral Agreement to the

Employer. The modification shall become effective as of the first day of

January following the date such written modification is received by the

Committee.

4.1.4 Notwithstanding Sections 4.1.2 and 4.1.3, a Salary Deferral

Agreement relating to the deferral of Performance-Based Compensation must

be executed and delivered to the Committee no later than the date which is

6 months prior to the end of the performance period, and may not be

modified after such date.

4.1.5 The Committee may from time to time establish policies or

rules governing the manner in which Salary Deferral Credits may be made.

4.2 EMPLOYER CREDITS. If designated by the Employer in the Adoption

Agreement, the Employer shall cause the Committee to credit to the Deferred

Compensation Account of each Active Participant an Employer Credit as determined

in accordance with the Adoption Agreement.

4.3 DEFERRED COMPENSATION ACCOUNT. All Salary Deferral Credits and

Employer Credits shall be credited to the Deferred Compensation Account of the

Participant.

<PAGE>

SECTION 5. QUALIFYING DISTRIBUTION EVENTS:

5.1 SEPARATION FROM SERVICE. If the Participant separates from

Service with the Employer, the vested balance in the Deferred Compensation

Account shall be paid to the Participant by the Employer as provided in Section

6. Notwithstanding the foregoing, no distribution shall be made earlier than six

months after the date of separation from Service (or, if earlier, the date of

death) with respect to a Participant who is a key employee (as defined in

Section 416(i) of the Code without regard to paragraph (5) thereof) of a

corporation the stock in which is traded on an established securities market or

otherwise.

5.2 DISABILITY. If the Participant becomes Disabled while in

Service, the vested balance in the Deferred Compensation Account shall be paid

to the Participant by the Employer as provided in Section 6.

5.3 DEATH. If the Participant dies while in Service, the Employer

shall pay a benefit to the Participant's Beneficiary in the amount designated in

the Adoption Agreement. Payment of such benefit shall be made by the Employer as

provided in Section 6. If a Participant dies following his separation from

Service for any reason, and before all payments under the Plan have been made,

the vested balance in the Deferred Compensation Account shall be paid by the

Employer to the Participant's Beneficiary pursuant to Section 6.

5.4 IN-SERVICE WITHDRAWALS. If the Employer designates in the

Adoption Agreement that in-service withdrawals are permitted under the Plan, a

Participant may elect in the Salary Deferral Agreement to withdraw a designated

amount from the Deferred Compensation Account at the specified time or times

designated by the Participant in the Salary Deferral Agreement, and the

Participant's In-Service Account shall be credited with the amount designated

for in-service withdrawals. In no event may an in-service withdrawal be made

prior to two years following the establishment of the In-Service Account of the

Participant.

<PAGE>

Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution

Event prior to the date on which the entire balance in the In-Service Account

has been distributed, then the balance in the In-Service Account on the date of

the Qualifying Distribution Event shall be distributed to the Participant in the

same manner and at the same time as the balance in the Deferred Compensation

Account is distributed under Section 6 and in accordance with the rules and

elections in effect under Section 6.

5.5 EDUCATION WITHDRAWALS. If the Employer designates in the

Adoption Agreement that education withdrawals are permitted under the Plan, a

Participant may elect in the Salary Deferral Agreement to withdraw a designated

amount from the Deferred Compensation Account at the specified time or times

designated by the Participant in the Salary Deferral Agreement, and the

Participant's Education Account shall be credited with the amount designated for

in-service withdrawals. If the Participant desi

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