Form A Filing Regarding the Acquisition of Control of Physicians Insurance Company

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Title: Form A Filing Regarding the Acquisition of Control of Physicians Insurance Company
Governing Law: Wisconsin Date: 12/30/2005
Industry: INSPPY Law Firm: Boardman Suhr Curry & Field LLP; Burr & Forman LLP Sector: FINANC

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Exhibit 2

Exhibit 2.1 / LETTER OF TRANSMITTAL

LETTER OF TRANSMITTAL

Fourth Floor

1 South Pinckney Street

P.O. Box 927

Madison, WI 53701-0927

Phone o (608) 257-9521

Fax o (608) 283-1709

Jon C. Nordenberg

Direct Dial Number o (608) 283-1739

jnordenberg@boardmanlawfirm.com

December 21, 2005

MESSENGER DELIVERY

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

Commissioner Jorge Gomez

Office of the Commissioner of Insurance

State of Wisconsin

125 S. Webster Street

Madison, WI 53702

Re: Form A Filing Regarding the Acquisition of Control of

Physicians Insurance Company of Wisconsin, Inc.

by ProAssurance Corporation

Dear Commissioner Gomez:

ProAssurance Corporation ("ProAssurance") seeks the prior approval of the

Commissioner of Insurance for the State of Wisconsin for the acquisition of

control of Physicians Insurance Company of Wisconsin, Inc. ("PIC-Wisconsin")

according to the terms of an Agreement and Plan of Merger between ProAssurance

and PIC-Wisconsin.

Pursuant to Section 611.72 of the Wisconsin Statutes and Chapter INS 40 of the

Wisconsin Administrative Code, I am enclosing the original and a copy of

ProAssurance's Form A Statement Regarding the Acquisition of Control of or

Merger with a Domestic Insurer.

Very truly yours,

Boardman, Suhr, Curry & Field LLP

By /s/ Jon C. Nordenberg

Jon C. Nordenberg

JCN/jmc

Enclosures

cc: Victor T. Adamo, Esq., CPCU

Jeffrey B. Bartell, Esq.

William J. Toman, Esq.

<PAGE>

FORM A

STATEMENT REGARDING THE ACQUISITION OF CONTROL OF

OR MERGER WITH A DOMESTIC INSURER

Filed with the Office of the Commissioner of Insurance

State of Wisconsin

PHYSICIANS INSURANCE COMPANY OF WISCONSIN, INC.

PROASSURANCE CORPORATION

Filed with the insurance department of Wisconsin

Dated: December 21, 2005

Name, Title, Address and Telephone Number of Individual to Whom Notices and

Correspondence Concerning This Statement Should Be Addressed:

Victor T. Adamo, Esq, CPCU William T. Montei

President President

ProAssurance Corporation Physicians Insurance

100 Brookwood Place, Suite 300 Company of Wisconsin, Inc.

Birmingham, Alabama 35209 1002 Deming Way

(205)877-4470 Madison, Wisconsin 53717

(608) 831-8331

with copies to:

Jon C. Nordenberg Jeffrey B. Bartell

Boardman Suhr Curry & Field LLP William J. Toman

One South Pinkney Street, 4th Floor Quarles & Brady LLP

P.O. Box 927 One South Pinckney St., Suite 600

Madison, Wisconsin 53701 Madison, Wisconsin 53703

(608) 257-9521 (608) 251-5000

and

Jack P. Stephenson

Burr & Forman LLP

3100 Southtrust Tower

420 North 20th Street

Birmingham, Alabama 35203

(205) 458-5201

<PAGE>

EXHIBIT 2.1 / FORM A

ITEM 1. INSURER AND METHOD OF ACQUISITION

Name and Address State of Domicile

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

Physicians Insurance Company of Wisconsin, Inc. Wisconsin

1002 Deming Way

Madison, Wisconsin 53717

The following stock insurer is a wholly-owned indirect subsidiary of Physicians

Insurance Company of Wisconsin, Inc. ("PIC-Wisconsin") and its state of domicile

is set forth opposite the name below:

Name and Address State of Domicile

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

Century American Insurance Company ("CAIC") Tennessee

CAIC is currently subject to a Form A proceeding in Tennessee and is expected to

be sold prior to the consummation of the transaction contemplated by the Merger

Agreement (as defined below).

ProAssurance Corporation ("ProAssurance") proposes to acquire control of

PIC-Wisconsin through the acquisition of all the outstanding shares of the Class

A common stock of PIC-Wisconsin pursuant to the Agreement and Plan of Merger

dated December 8, 2005, ("Merger Agreement"), a copy of which is attached as

Exhibit A.

The terms of this transaction are set forth in the Merger Agreement between

ProAssurance and PIC-Wisconsin. The obligation of ProAssurance and PIC-Wisconsin

to consummate the transactions contemplated by the Merger Agreement is

conditioned upon prior approval of this Form A filing or other required

approvals by the Wisconsin Insurance Commissioner. See Section 8.1(d)(iv) of the

Merger Agreement, Exhibit A. Subject to all regulatory and shareholder approvals

required, the transaction may close as early as mid-2006.

ITEM 2. IDENTITY AND BACKGROUND OF THE APPLICANT

(a) Name and Address of Applicant: State of Incorporation

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

ProAssurance Corporation Delaware

100 Brookwood Place, Suite 300

Birmingham, Alabama 35209

(205)877-4400

<PAGE>

EXHIBIT 2.1 / FORM A

(b) Nature of ProAssurance's Business:

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

ProAssurance was incorporated in Delaware to serve as the holding company

for Medical Assurance, Inc. in connection with its acquisition of

Professionals Group, Inc. in 2001. It is a publicly traded company that is

listed on the New York Stock Exchange under the symbol "PRA." As a publicly

traded company, ProAssurance has complied with all of the Sarbanes Oxley

and New York Stock Exchange corporate governance requirements.

ProAssurance is a holding company for specialty property and casualty

insurance companies focused on the professional liability and the personal

lines insurance markets. Its operating subsidiaries are The Medical

Assurance Company, Inc. ("TMAC"), ProNational Insurance Company, NCRIC,

Inc., Red Mountain Casualty Insurance Company, Inc., Woodbrook Casualty

Insurance, Inc. and MEEMIC Insurance Company. In addition, ProAssurance

owns the attorney-in-fact for American Medical Insurance Exchange ("AMIE");

an Indiana domiciled insurance reciprocal which is currently dormant. On

November 7, 2005 ProAssurance announced that it had entered into an

agreement to sell its personal lines operations, including MEEMIC Insurance

Company.

ProAssurance is the successor to 12 insurance organizations through its

three predecessor insurance holding company subsidiaries, Medical

Assurance, Inc., Professionals Group, Inc. and NCRIC Group, Inc. Its

predecessor company, Medical Assurance was founded by physicians as a

mutual company in Alabama and began operations in 1977. Medical Assurance

demutualized and became a public company in 1991. Medical Assurance

expanded through internal growth and the acquisition of professional

liability insurance companies with strong regional identities in West

Virginia, Indiana and Missouri, along with books of business in Ohio and

Missouri.

Professionals Group traces its roots to the Brown-McNeely Fund, which was

founded by the State of Michigan in 1975 to provide medical professional

liability insurance to physicians. Physicians Insurance Company of

Michigan, which ultimately became ProNational, was founded in 1980 to

assume the business of the Fund. That company also expanded through

internal growth and the acquisition of books of business in Illinois and

Indiana and the acquisition of a professionals liability insurer in

Florida.

Most recently, earlier this year, ProAssurance acquired NCRIC Group, Inc.

the holding company for NCRIC, Inc., a stock insurance company domiciled in

the District of Columbia, which has a regional presence in the District of

Columbia, Delaware, Maryland, Virginia and West Virginia.

In each acquisition, ProAssurance has retained key personnel, allowing it

to maintain a local presence and preserve the important institutional

knowledge in claims management and underwriting. ProAssurance believes that

this ability to utilize local knowledge in claims and underwriting is a

critical factor in the operation of its companies. The successful

integration of each organization demonstrates ProAssurance's success and

commitment to the marketplace where it does business.

<PAGE>

EXHIBIT 2.1 / FORM A

ProAssurance has a regional orientation, applying a focused underwriting

strategy to local markets where it has built a strong reputation among our

customers and producers. Our professional liability business is

concentrated in the Midwest, Southeast, and Mid-Atlantic and serves

physicians, dentists, other healthcare providers and healthcare facilities.

ProAssurance is the fourth largest active writer of medical professional

liability insurance in the United States based on 2004 data.

By concentrating on the health care professional liability market where

customers have specialized needs, ProAssurance seeks to provide value added

solutions through its underwriting expertise and its emphasis on strong

customer service and claims defense. ProAssurance's regional presence

allows it to maintain active relationships with its customers and be more

responsive to their needs. ProAssurance seeks to maintain a strong

financial position to protect its customers.

The following sections deal primarily with the professional liability

segment of ProAssurance Group of which PIC-Wisconsin will be a part.

Underwriting

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

ProAssurance's underwriting process is driven by risk selection and its

pricing decisions are focused on achieving rate adequacy. ProAssurance

assesses the quality and pricing of the risk, primarily emphasizing loss

history, practice specialty and location of practice in making underwriting

decisions. ProAssurance's underwriters work closely with its local claims

departments. This includes consulting with staff about claims histories and

patterns of practice in a particular locale as well as monitoring claims

activity.

ProAssurance has six regional underwriting offices located in Alabama, the

District of Columbia, Florida, Indiana, Michigan and Missouri.

Its underwriting department is assisted by ProAssurance's local medical

advisory committees that have been established in each of these and other

key states. These committees are comprised of local physicians, dentists

and representatives of hospitals and healthcare entities and help

ProAssurance maintain close ties to the medical communities, provide

information on the practice of medicine in each state and provide guidance

on critical underwriting and claims issues.

Claims

------

ProAssurance has claims offices throughout the states in which it writes

business in order to provide localized and timely attention to claims. Its

claims department investigates the circumstances surrounding a medical

incident from which a covered claim arises against an insured. Upon

investigation and in consultation with the insured and appropriate experts,

ProAssurance evaluates the merits of the claim and either seeks reasonable

settlement or aggressively defends the claim. If the claim is defended, the

claims department manages the case, including selecting defense attorneys

who specialize in medical liability cases, planning the defense and

obtaining medical and/or other professional experts to assist in the

analysis and defense of the claim.

<PAGE>

EXHIBIT 2.1 / FORM A

ProAssurance's claims department establishes the appropriate case reserves

for each claim and monitors the level of case reserves as circumstances

require.

The department also decides when and if to settle all but the most

significant claims, which are reviewed by an internal committee made up of

ProAssurance's Chairman and Chief Executive Officer, its Chief Claims

Officer and its outside legal counsel. In each of the states where

ProAssurance operates, ProAssurance meets regularly with its local medical

advisory committee to examine claims, identify potentially problematic

practice patterns and make recommendations to our staff.

ProAssurance aggressively defends claims that are believed to have no merit

or those which ProAssurance cannot reasonably settle. As a result, many

claims are litigated to a jury verdict, and ProAssurance engages

experienced trial attorneys in each venue to defend its insured in the

litigation.

Marketing

---------

ProAssurance companies primarily write insurance in the Midwest, Southeast

and Mid-Atlantic, and one or more subsidiaries are licensed to do business

in every state except Connecticut, Maine, New Hampshire, New York and

Vermont.

ProAssurance utilizes direct marketing and independent agents to write

business. In Alabama, it relies solely on direct marketing and in the

District of Columbia, Florida and Missouri, direct marketing accounts for a

majority of its business. ProAssurance utilizes independent agents to

market its professional liability insurance products in other states.

ProAssurance focuses its marketing efforts on physicians. However,

ProAssurance also insures large groups, hospitals, and other healthcare

facilities. ProAssurance's marketing efforts differentiate its professional

liability insurance products by emphasizing:

o excellent claims service,

o the sponsorship of risk management education seminars as an

accredited provider of continuing medical education,

o risk management consultation, loss prevention seminars and other

educational programs, o legislative oversight and active support

of proposed legislation we believe will have a positive effect on

liability issues affecting the healthcare industry,

o the preparation and dissemination of newsletters and other

printed material with information of interest to the healthcare

industry, and

o endorsements by, and attendance at meetings of, the state and

local medical societies and related organizations.

These communications and services have helped us gain exposure among

potential insureds and demonstrate ProAssurance's understanding of the

insurance needs of the healthcare industry and promote a commonality of

interest among ProAssurance and its insureds.

<PAGE>

EXHIBIT 2.1 / FORM A

Products and Services

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

ProAssurance generates the majority of its premiums from professional

liability insurance for providers of medical and other healthcare services.

ProAssurance also offers professional liability insurance for providers of

legal services, and professional office package and workers' compensation

insurance products in connection with its professional liability products.

ProAssurance writes primarily claims-made coverage.

In October 2002, ProAssurance started offering professional liability

insurance on an excess and surplus lines basis to medical and other

healthcare professionals who generally do not qualify for standard coverage

because of their claim history or other factors. Red Mountain Casualty

Insurance Company, Inc. ("Red Mountain") is the main subsidiary in which

this business is written and provides ProAssurance with opportunities to

expand its business while offering alternatives to physicians and other

risks who are unable to secure coverage in the admitted market.

Reinsurance

-----------

In accordance with industry practice, ProAssurance reinsures professional

liability risks under treaties pursuant to which the reinsurer agrees to

assume all or a portion of all risks that it insures above ProAssurance's

individual risk retention of $1 million per claim, up to the maximum

individual limit offered (currently $16 million). Historically, per claim

retention levels have varied between the first $200,000 and the first $2

million depending on the coverage year and the state in which business was

written. Periodically, ProAssurance will provide insurance to policyholders

above the maximum limits of its reinsurance treaties. In those situations,

ProAssurance reinsures the excess risk above the limits of our reinsurance

treaties on a facultative basis, whereby the reinsurer agrees to insure a

particular risk up to a designated limit.

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

Please see the attached organizational chart. Exhibit B.

ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH APPLICANT

Board of Directors of ProAssurance

Set forth below are the names and addresses of the current directors and

executive officers of ProAssurance and a brief description of their principal

occupations and employment during the last five (5) years. None of the directors

or executive officers of ProAssurance has ever been convicted in a criminal

proceeding (excluding traffic violations not involving death or injury) during

the last 10 years.

ProAssurance is a publicly traded company. According to the latest reports filed

with the SEC, there are no owners of 10% or more of the voting securities of

ProAssurance.

<PAGE>

EXHIBIT 2.1 / FORM A

The current directors and executive officers can be contacted at 100 Brookwood

Place, Birmingham, Alabama 35209.

BOARD OF DIRECTORS A. DERRILL CROWE, M.D. - Chairman and Chief Executive

Officer of ProAssurance. Member of ProAssurance board since June, 2001. See

Dr. Crowe's biographical statement under the heading "Executive Officers"

in this Item 4.

VICTOR T. ADAMO, ESQ., CPCU - Vice Chairman and President of ProAssurance.

Member of ProAssurance board since June, 2001. See Mr. Adamo's biographical

statement under the heading "Executive Officers" in this Item 4.

LUCIAN F. BLOODWORTH - Member of ProAssurance board since August, 2002. Mr.

Bloodworth is currently the Chairman of Cain Manufacturing, a Birmingham,

Alabama based firm. He has held several positions at Cain Manufacturing,

including President, Director and Chairman since 1988. Mr. Bloodworth is a

director of National Bank of Commerce of Birmingham, Alabama and served as

its Executive Vice President from 1983 to 1987. Mr. Bloodworth has been a

fellow of the Society of Actuaries and a member of the American Academy of

Actuaries.

PAUL R. BUTRUS - Vice Chairman. Member of ProAssurance board since June,

2001. See Mr. Butrus's biographical statement under the heading "Executive

Officers" in this Item 4.

ROBERT E. FLOWERS, M.D. - Member of ProAssurance board since June, 2001.

Dr. Flowers has served on the board of directors of Medical Assurance since

its formation on February 8, 1995 and as a director of TMAC from 1985 to

2000. He practiced as a physician with Gynecology Associates of Dothan,

P.C., Dothan, Alabama, prior to his retirement in 2001.

JOHN J. MCMAHON, JR. - Member of ProAssurance board since February, 2002.

Mr. McMahon has served as the Chairman of Ligon Industries, LLC and

Chairman of the Executive Committee of McWane, Inc. in Birmingham, Alabama

since 1999. Prior to that time, Mr. McMahon served as Chairman of the Board

of McWane, Inc. He also serves as a director of John H. Harland Co.,

Protective Life Corporation, and Alabama National BanCorporation.

JOHN P. NORTH, JR. - Member of ProAssurance board since June, 2001. Mr.

North has served on the board of directors of Medical Assurance since June

of 1996. He is a certified public accountant who was a partner of the

accounting firm of Coopers & Lybrand LLP until his retirement in September

1995.

ANN F. PUTALLAZ, Ph.D., - Member of ProAssurance board since June, 2001.

Ms. Putallaz served as a director of Professionals Group, Inc. since 1996

and its Vice Chairman since 1999. For the past five years, Ms. Putallaz has

been the Vice President and Director of Marketing Information Services of

Munder Capital Management, an investment advisor to The Munder Funds, an

open-end investment company registered under the Investment Company Act of

1940, as amended.

<PAGE>

EXHIBIT 2.1 / FORM A

WILLIAM H. WOODHAMS, M.D., Westside Family Medical Center, P.C. Member of

the ProAssurance Board since 2001. Dr. Woodhams had served as a director of

Professionals Group (since 1996) and its Chairman (since 1999) and a

director of ProNational Insurance Company since 1980. Dr. Woodhams is a

board certified family practice physician and has been in private practice

in Kalamazoo, Michigan since 1964.

WILFRED W. YEARGAN, JR.,M.D., Member of the ProAssurance Board since 2003.

Dr. Yeargan has practiced medicine in private practice in Tuscaloosa,

Alabama, specializing in ophthalmology for over thirty years. Dr. Yeargan

has participated as a member of the underwriting and claims advisory

committees of The Medical Assurance Company, Inc. since it began operations

in 1977.

EXECUTIVE OFFICERS

VICTOR T. ADAMO - Mr. Adamo has served as a director and as Vice Chairman

of the Board and President of ProAssurance since it began operations in June

2001. Mr. Adamo served as a director and President and Chief Executive Officer

of Professionals Group (since 1996), Mr. Adamo has served as a director of

ProNational Insurance Company since 1990 and its Chief Executive Officer from

1987 to October 1, 2005. He has been a director of MEEMIC Holdings, Inc. since

October 1998 and is also chairman and a director of MEEMIC Insurance Company.

Mr. Adamo also serves as a director of TMAC, NCRIC, Inc., ("NCRIC"), Woodbrook

Casualty Insurance, Inc. and Red Mountain Casualty Insurance Company, Inc. ("Red

Mountain"). Prior to joining ProNational, Mr. Adamo was in private legal

practice from 1975 to 1985. Mr. Adamo also holds positions as an officer and

director of various direct and indirect subsidiaries of ProAssurance.

A. DERRILL CROWE, M.D. - Dr. Crowe has served as a director and as Chairman

of the Board and Chief Executive Officer of ProAssurance since it began

operations in June 2001. Dr. Crowe has served as a director and Chairman,

President and Chief Executive Officer of Medical Assurance, Inc. since its

organization in 1995 and as President and Chief Executive Officer and a director

of The Medical Assurance Company, Inc. (formerly Mutual Assurance, Inc.) since

its first operations in 1977 until October 1, 2005. Dr. Crowe has also been

Chairman and a director of MEEMIC Holdings, Inc. and a director of MEEMIC

Insurance Company since 2001. Dr. Crowe is the President and a director of

Woodbrook Casualty Insurance, Inc., (f/k/a Medical Assurance of West Virginia,

Inc. ("Woodbrook") and is a director of ProNational, NCRIC, and Red Mountain.

Dr. Crowe also holds positions as an officer and director of various direct and

indirect subsidiaries of ProAssurance.

PAUL R. BUTRUS - Mr. Butrus has served as a director of ProAssurance since

it began operations in June 2001 and was appointed its Vice Chairman in

September 2001. Prior to that time, Mr. Butrus was a director and Executive Vice

President and Chief Operating Officer of Medical Assurance, Inc. (since 1995).

Mr. Butrus has held various positions with TMAC since 1977. Mr. Butrus is Vice

President and a director of Woodbrook and serves as a director of ProNational,

NCRIC and Red Mountain. Mr. Butrus also holds positions as an officer and

director of various direct and indirect subsidiaries of ProAssurance.

<PAGE>

EXHIBIT 2.1 / FORM A

HOWARD H. FRIEDMAN - Mr. Friedman has served as Secretary of ProAssurance

since it began operations in 2001. From 2001 until April 1, 2005, Mr. Friedman

also served as Chief Financial Officer of ProAssurance and beginning on April 1,

2005, Mr. Friedman has served as Chief Underwriting Officer of ProAssurance. Mr.

Friedman has served in a number of positions for TMAC since 1996, and as of

October 1, 2005, has served as President of TMAC. Effective October 1, 2005, Mr.

Friedman was also elected President of NCRIC, Inc. and Red Mountain. He also

serves as a director of TMAC, ProNational and Woodbrook and holds positions as

an officer and director of various direct and indirect subsidiaries of

ProAssurance. Mr. Friedman is an Associate of the Casualty Actuarial Society.

JAMES J. MORELLO - Mr. Morello has served as Senior Vice President, Chief

Accounting Officer and Treasurer of ProAssurance since June 2001. Mr. Morello

has been Senior Vice President and Treasurer of Medical Assurance, Inc. since is

formation in February of 1995. Mr. Morello has been employed as Treasurer and

Chief Financial Officer of TMAC since 1984. He also serves as Treasurer of

ProNational and Red Mountain and serves as Treasurer and a director of

Woodbrook. Mr. Morello also holds positions as an officer and director of

various direct and indirect subsidiaries of ProAssurance. Mr. Morello is a

certified public accountant.

FRANK B. O'NEIL - Mr. O'Neil has served as Senior Vice President and

Investor Relations since September 2001. Mr. O'Neil has been Senior Vice

President of Corporate Communications for Medical Assurance, Inc. since 1997 and

employed by TMAC and its subsidiaries since 1987.

EDWARD L. RAND, JR. - Mr. Rand was appointed Senior Vice President of

Finance in November, 2004 and was named Chief Financial Officer of ProAssurance

on April 1, 2005. Prior to joining ProAssurance, Mr. Rand was Head of Corporate

Finance at PartnerRe, Ltd. from 2001 until September, 2004. Prior to that

position, Mr. Rand was Treasurer and Chief Financial Officer of Atlantic

American Corporation from August 1997 through 2000, a company he joined after

serving as Controller of United Capitol Insurance Company. Prior to his

employment in the insurance industry, Mr. Rand spent four years with Coopers &

Lybrand, which is now part of PriceWaterhouseCoopers. Mr. Rand also serves as a

director of TMAC, ProNational, Red Mountain, NCRIC and holds positions as an

officer or director of various direct and indirect subsidiaries of ProAssurance.

Please see complete biographical affidavits of all officers and directors

which are attached as Exhibit C.

ITEM 4. NATURE, SOURCE AND AMOUNT OF CONSIDERATION

(a) Nature, source and amount of funds:

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

The proposed purchase price is approximately $99 million. The exact amount

will not be determined until closing of the transaction.

The transaction is stock-for-stock merger. Shares of Common Stock of

ProAssurance Corporation will be used to complete the transaction. The

number of shares will be determined as described in section (b) below and

<PAGE>

EXHIBIT 2.1 / FORM A

the shares will be registered under the Securities Act of 1933 under a Form

S-4 registration statement to be filed with the SEC (the "S-4 Proxy

Statement/Prospectus"). The transaction will require the approval of the

PIC-Wisconsin shareholders. The shareholders will vote after the SEC

declares the S-4 Proxy Statement/Prospectus effective. The S-4 Proxy

Statement/Prospectus contains required disclosures and will be submitted as

an Exhibit to this Form A as soon as it is filed with the SEC.

(b) Criteria Used to Determine Nature and Amount of Consideration:

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

The nature and amount of consideration under the Merger Agreement was

determined by arm's-length negotiations between the parties. The criteria

utilized as a basis for those negotiations encompassed a number of factors.

The value of PIC-Wisconsin was determined using common valuation techniques

including public company valuation comparisons, a multiple of tangible book

value of PIC-Wisconsin and discounted cash flow models. In performing its

evaluation, ProAssurance used a variety of normal business operating

assumptions including, but not limited to the potential savings from the

integration of the companies' operations. ProAssurance is using the common

stock of ProAssurance for consideration in the transaction due to its

liquidity in the capital markets and the fact that the transaction can be

structured as a tax free exchange for the current holders of PIC-Wisconsin

stock.

Under the terms of the Merger Agreement, each share of PIC-Wisconsin common

stock issued and outstanding immediately prior to the Merger (the "PIC

Wisconsin Common Stock") is to be converted into the right to receive such

number of shares of ProAssurance Common Stock (as defined in Section 5.3 of

the Merger Agreement) determined based on an exchange ratio (the "Exchange

Ratio"). The Exchange Ratio is based on the average closing price of a

share of ProAssurance stock on the ten trading days preceding the effective

date of the Merger (the "ProAssurance Closing Stock Price"). This ratio is

subject to a 20% range around $49.76, which is the average closing price in

the ten days preceding the date of the Merger Agreement (the" ProAssurance

Agreement Stock Price"). The Exchange Ratio is to be determined as follows:

(i) If the ProAssurance Closing Stock Price is greater than $59.71,

which is 120% of the ProAssurance Agreement Stock Price then the

Exchange Ratio will equal 83.738 which is the number obtained by

dividing (A) $5,000 by (B) $59.71;

(ii) If the ProAssurance Closing Stock Price is less than or equal

to$59.71, but more than $39.80 which is 80% of the ProAssurance

Agreement Stock Price, then the Exchange Ratio will equal the

number obtained by dividing (A) $5,000 by (B) the ProAssurance

Closing Stock Price; or

<PAGE>

EXHIBIT 2.1 / FORM A

(iii) If the ProAssurance Closing Stock Price is less than or equal to

$39.80, then the Exchange Ratio will equal 125.628, which is the

number obtained by dividing (A) $5,000 by (B) $39.80.

Each share of PIC-Wisconsin Common Stock that is owned by PIC-Wisconsin or

any PIC-Wisconsin subsidiary shall automatically be cancelled and retired

and shall cease to exist, and no Merger Consideration shall be delivered in

exchange thereof.

ITEM 5. APPLICANT'S FUTURE PLANS FOR THE INSURER

It is currently anticipated that the insurance operations of PIC-Wisconsin will

be conducted through the current management in Madison, Wisconsin. ProAssurance

may alter or change the proposed operating structure and the responsibilities of

PIC-Wisconsin should circumstances indicate that a change would be appropriate

and not detrimental to the best interest of the policyholders of PIC-Wisconsin.

It is currently anticipated that the post-merger PIC-Wisconsin Board of

Directors will consist of A. Derrill Crowe, M.D., Victor T. Adamo, Edward L.

Rand, Jr., William T. Montei and David L. Maurer. The biographical affidavits

for Dr. Crowe and Messrs. Adamo and Rand are attached as Exhibit C. Mr. Montei

is a current director and executive officer and Mr. Maurer is a current

executive officer of PIC-Wisconsin, and thus they have biographical affidavits

on file.

ProAssurance intends to use its current outside accountants, Ernst & Young LLP,

for PIC-Wisconsin after the merger. ProAssurance has utilized E & Y LLP since

its inception in 2001. The outside actuary will remain the same for both

ProAssurance and PIC-Wisconsin as both parties currently utilize the same

actuarial firm which is Tillinghast of Towers Perrin. It is anticipated that

PIC-Wisconsin will adopt the ProAssurance Investment Guidelines after the

merger, a copy of which is attached as Appendix A to Exhibit D.

ProAssurance does not currently intend to make any material changes in

PIC-Wisconsin's corporate structure or have PIC-Wisconsin declare an

extraordinary dividend.

For a more detailed discussion of the future plans for the PIC-Wisconsin books

of business, see the Plan of Operation which is attached as Exhibit D.

It is anticipated that PIC-Wisconsin will continue to write and renew policies

in Wisconsin and other states and to pay claims on such policies.

In 2007, it is anticipated that ProAssurance will enter into a management

agreement with PIC-Wisconsin to provide accounting and administrative services

for PIC-Wisconsin and its subsidiaries. A Notice on Form D will be filed with

the appropriate insurance regulatory authorities with respect to the management

agreement and the effective date of such agreement will be subject to and

conditioned upon such approval. A copy of ProAssurance's current Management

Services Agreement and Expense Allocation Agreement are attached as exhibits to

the Plan of Operation, Exhibit D.

<PAGE>

EXHIBIT 2.1 / FORM A

It is also anticipated that ProAssurance will file a consolidated federal income

tax return with PIC-Wisconsin and its respective subsidiaries after the merger.

Such companies propose to enter into a Tax Sharing Agreement to allocate the tax

liability and benefits among the companies included in the consolidated group.

The terms of the Tax Sharing Agreement have yet to be determined. A Notice on

Form D will be filed with the insurance regulatory authorities in each state

where ProAssurance's insurance subsidiaries are domiciled with respect to the

Tax Sharing Agreement and the effective date of such agreements will be subject

to and conditioned upon such approval. A copy of ProAssurance's current Tax

Allocation Agreement is attached and an exhibit to the Plan of Operation,

Exhibit D.

Reinsurance for medical professional liability claims is maintained on an

excess-of-loss basis with a retention of $1 million per claim. The reinsurance

program is placed on a syndicated basis, utilizing reinsurers in the United

States, Bermuda and Europe. Reinsurance contracts provide capacity to write

policy limits of up to $16 million and facultative reinsurance is utilized in

the event additional capacity is required for specific risks. For further

details, please see Plan of Operation, Exhibit D.

At the anniversary of PIC-Wisconsin's reinsurance program, January 1, 2007, it

is anticipated that PIC-Wisconsin will become reinsured under the ProAssurance

reinsurance program. The ProAssurance program is similar to the existing

PIC-Wisconsin program, placed on an excess-of-loss basis, but with a retention

of $1 million per claim.

Notwithstanding the pending sale of Century American Insurance Company which is

currently the subject of a Form A proceeding, ProAssurance has no plans to

liquidate, or sell substantially all of the assets of PIC-Wisconsin or any of

the subsidiaries of PIC-Wisconsin. ProAssurance has no plans to sell the stock

of PIC-Wisconsin nor does it have any present plans to merge or consolidate any

such companies with any other person other than under the Merger Agreement.

ITEM 6. VOTING SECURITIES TO BE ACQUIRED

ProAssurance plans to acquire 100% of the common stock of PIC-Wisconsin of the

issued and outstanding at the date of the merger, which currently represents

19,741.2 shares. The persons listed in Item 3 do not plan to acquire any shares

of PIC-Wisconsin outside of this proposed transaction.

The terms of the agreement will be a stock transaction and the basis for such is

outlined in the attached Merger Agreement, Exhibit A. The method by which the

fairness of the proposal was determined is described in Item 4(b).

ITEM 7. OWNERSHIP OF VOTING SECURITIES

Apart from the potential ownership rights of ProAssurance to stock of

PIC-Wisconsin that is subject to this Form A, ProAssurance does not have any

beneficial ownership or a right to acquire beneficial ownership of any class of

voting security of PIC-Wisconsin nor does Applicant, its Affiliates, or any

person listed in Item 3.

<PAGE>

EXHIBIT 2.1 / FORM A

ITEM 8. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO

VOTING SECURITIES OF THE INSURER

Other than the Merger Agreement which is the subject of this Form A, neither

ProAssurance nor any of its affiliates nor any person listed in Item 3 has any

contracts, arrangements or understandings with respect to any voting security of

PIC-Wisconsin, including but not limited to transfer of any of the securities,

joint ventures, loan or option arrangements, puts or calls, guarantees of loans,

guarantees against loss or guarantees of profits, division of losses or profits,

or the giving or withholding of proxies.

ITEM 9. RECENT PURCHASES OF VOTING SECURITIES

Neither ProAssurance nor any of its affiliates nor any person listed in Item 3

has acquired any PIC-Wisconsin shares during the 12 calendar months preceding

the filing of this Form A.

ITEM 10. RECENT RECOMMENDATIONS TO PURCHASE

Neither ProAssurance nor any of its affiliates nor any person listed in Item 3

nor anyone based upon interviews or at the suggestion of ProAssurance has made

any recommendations to purchase any voting security of PIC-Wisconsin during the

12 calendar months preceding this Form A filing.

ITEM 11. ARRANGEMENTS WITH BROKER-DEALERS

Neither ProAssurance nor any of its affiliates has any agreement, contract or

understanding with any broker-dealer as to solicitation of voting securities of

PIC-Wisconsin for tender, or for the payment of any fees, commissions or other

compensation to any broker-dealers with regard to this transaction.

<PAGE>

EXHIBIT 2.1 / FORM A

ITEM 12. FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibit A Agreement and Plan of Merger dated December 8, 2005

Exhibit B Organizational Chart

Exhibit C Biographical Affidavits for the following ProAssurance

Corporation Officers and Directors:

A. Derrill Crowe, M.D.

Victor T. Adamo

Lucien F. Bloodworth

Paul R. Butrus

Robert E. Flowers

John J. McMahon, Jr.

John P. North, Jr.

Ann F. Putallaz

William H. Woodhams, M.D.

Wilfred W. Yeargan, Jr., M.D.

Howard H. Friedman

James J. Morello

Frank B. O'Neil

Edward L. Rand, Jr.

Exhibit D Proposed Plan of Operation

Appendix A ProAssurance Investment Guidelines

Appendix B Consulting, Confidentiality and

Non-Competition Agreement

Appendix C ProAssurance Expense Allocation Agreement

effective 1/1/06

Appendix D ProAssurance Management Services Agreement

Appendix E ProAssurance Tax Allocation Agreement

effective 9/1/05

Exhibit E ProAssurance Corporation 10K for year ended 12/31/04 &

Annual Report to Shareholders

Exhibit F ProAssurance Corporation 10K for year ended 12/31/03 &

Annual Report to Shareholders

Exhibit G ProAssurance Corporation 10K for year ended 12/31/02 &

Annual Report to Shareholders

<PAGE>

EXHIBIT 2.1 / FORM A

Exhibit H ProAssurance Corporation 10K for year ended 12/31/01 &

Annual Report to Shareholders

Exhibit I ProAssurance Corporation 10Q for quarter ended 9/30/05

Exhibit J ProAssurance Corporation Proxy Statement dated 4/18/05

Exhibit K Combined Annual Statement of ProAssurance for the year

ended 12/31/04

Exhibit L ProAssurance S-4 Registration Statement filed with the

SEC will be forwarded as soon as it is available and will

be marked as Exhibit L.

Exhibit M ProAssurance Form E, Consent to Jurisdiction Statement

Exhibit A. This Merger Agreement describes the transaction in detail.

An Organizational Chart depicting the subsidiaries of Applicant is

attached as Exhibit B.

ProAssurance Annual Report to Shareholders for the years ended

12/31/04, 12/31/03, 12/31/02, 12/31/01 and its 10Q for the quarter

ended 9/30/05 are contained in Exhibits E, F, G, H and I,

respectively. Annual Reports to Shareholders for the insurer are not

included as the insurer is a wholly-owned subsidiary of ProAssurance

which is the publicly traded company.

Combined Annual Statement for the year ended 12/31/04 for ProAssurance

is included in Exhibit K.

S-4 Registration Statement filed with the SEC will be forwarded as

soon as it is available and will be marked as Exhibit L.

Applicant hereby states that the acquisition of PIC-Wisconsin by Applicant would

not violate the law or be contrary to the interests of the insureds of

PIC-Wisconsin and that:

(i) After the change of control, PIC-Wisconsin will be able to satisfy the

requirements for the issuance of a license to write the line or lines

of insurance for which it is presently licensed;

(ii) The effect of the acquisition of control would not be to create a

monopoly or substantially to lessen competition in insurance in

Wisconsin;

<PAGE>

EXHIBIT 2.1 / FORM A

(iii) The financial condition of ProAssurance and its affiliates is not

likely to jeopardize the financial stability of PIC-Wisconsin, or

prejudice the interests of its Wisconsin policyholders;

(iv) ProAssurance has no plans or proposals to liquidate PIC-Wisconsin,

sell its assets, consolidate it with any person, or make any other

material change in its corporate structure. ProAssurance's plans to

merge PIC-Wisconsin under the Merger Agreement and make any other

material change in its business or management will be fair and

reasonable to policyholders of PIC-Wisconsin and in the public

interest; and

(v) The competence and integrity of those persons who will control the

operation of PIC-Wisconsin are such that it would be in the interest

of the policyholders of PIC-Wisconsin and of the public to permit the

acquisition of control.

<PAGE>

EXHIBIT 2.1 / FORM A

ITEM 13. SIGNATURE AND CERTIFICATION

SIGNATURE

Pursuant to the requirements of ch. Ins. 40, Wis. Adm. Code, ProAssurance

Corporation has caused this application to be duly signed on its behalf in the

city of Birmingham, and the state of Alabama on the 21st day of December, 2005

----

(SEAL)

ProAssurance Corporation

BY: /s/ Victor T. Adamo

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

ITS: President

Attest:

/s/ Edward L. Rand, Jr.

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

BY: Senior Vice President

CERTIFICATION

The undersigned deposes and says that he has duly executed the attached

application dated December 21, 2005 for and on behalf of ProAssurance

Corporation; that he is the President of such company and that he is authorized

to execute and file such instrument.

Deponent further says that he is familiar with the instrument and the contents

thereof, and that the facts therein set forth are true to the best of his

knowledge, information and belief.

/s/ Victor T. Adamo

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

Victor T. Adamo, President

Subscribed and sworn to this

21st day of December, 2005

----

/s/ Kathryn A. Neville

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

Notary Public: Kathryn A. Neville

My Commission Expires on: 3/13/2006

---------

<PAGE>

EXHIBIT 2.1 / EXHIBIT A, FORM A

EXHIBIT A TO FORM A: AGREEMENT AND PLAN OF MERGER IS INCORPORATED BY REFERENCE

TO FORM 8-K FILED ON DECEMBER 9, 2005

EXHBIT 2.1 / EXHIBIT B, FORM A

ORGANIZATIONAL CHART

[SEE SUPPLEMENTAL PDF]

<PAGE>

Exhibit 2.1 / EXHIBIT D, FORM A

PLAN OF OPERATION

History

Physicians Insurance Company of Wisconsin, Inc. ("PIC-Wisconsin") was organized

under the laws of Wisconsin in 1986. PIC-Wisconsin is a property and casualty

insurance company that currently holds licenses in Illinois, Indiana, Iowa,

Kansas, Michigan, Minnesota, Missouri, Nebraska, Nevada, North Dakota, Ohio,

South Dakota and Wisconsin.

ProAssurance Corporation is a specialty insurer with more than $3.8 billion in

assets and $789 million in gross written premiums. It was formed through the

2001 merger of Medical Assurance, Inc. and Professionals Group, Inc. and now

represents the consolidation of twelve prior companies or books of business. As

the nation's fourth largest writer of medical professional liability insurance,

ProAssurance is a recognized leader in providing medical malpractice coverages

for physicians and other health care providers, primarily in the Southeast and

Midwest United States.

ProAssurance is also the tenth largest writer of personal auto coverage in

Michigan through its subsidiary MEEMIC Insurance Company. On November 7, 2005

ProAssurance announced that it had entered into an agreement to sell MEEMIC

Insurance Company. The sale is expected to close in January of 2006 and no

further reference will be made to MEEMIC Insurance Company.

States of Domicile

The following ProAssurance companies are domiciled in Alabama: The Medical

Assurance Company, Inc., Red Mountain Casualty Insurance Company, Inc. and

Woodbrook Casualty Insurance, Inc. ProNational Insurance Company is domiciled in

Michigan. NCRIC, Inc. is domiciled in the District of Columbia. American Medical

Insurance Exchange is domiciled in Indiana and is a dormant insurance

reciprocal.

PIC-WISCONSIN is domiciled in Wisconsin.

Market Focus

ProAssurance, through its admitted insurance company subsidiaries -- The Medical

Assurance Company, Inc., ProNational Insurance Company, NCRIC, Inc. and

Woodbrook Casualty Insurance, Inc., provide medical malpractice insurance to

physicians, physician groups, hospitals and other health care facilities and

dentists in 23 states primarily in the Midwest, Southeast and Mid-Atlantic

states.

In addition, ProAssurance provides medical malpractice business on an excess and

surplus lines basis through Red Mountain in 17 states and through ProNational in

2 states.

<PAGE>

Exhibit 2.1 / EXHIBIT D, FORM A

PLAN OF