CONFIDENTIALITY AGREEMENT
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THIS CONFIDENTIALITY AGREEMENT ("Agreement"), dated the 27th day of
October, 2003, is made by and between FPIC Insurance Group, Inc., a Florida
corporation ("FPIC"), on the one hand, and Stilwell Value Partners III, L.P.,
Stilwell Associates, L.P., Stilwell Value, LLC, and Joseph Stilwell
(collectively, the "Stilwell Group"), and John G. Rich ("Stilwell Director") on
the other.
WHEREAS, FPIC, the Stilwell Group and the Stilwell Director have agreed
that it is in their mutual interests to enter into this Agreement as hereinafter
described;
NOW THEREFORE, in consideration of the premises and the
representations, warranties, and agreements contained herein, and other good and
valuable consideration, the parties hereto mutually agree as follows:
1. Representations and Warranties of Stilwell Group. The Stilwell Group
hereby represents and warrants to FPIC as follows:
a. The Stilwell Group has beneficial ownership of 645,120
shares of common stock of FPIC and has full and complete authority to
enter into this Agreement and to bind the entire number of shares of
the common stock of FPIC which it holds, or may hold, including any
shares purchased in the future, to the terms of this Agreement. This
Agreement constitutes a valid and binding agreement of the Stilwell
Group. No "affiliate" or "associate" (as such terms are defined in the
Exchange Act) of the Stilwell Group beneficially owns any shares or
rights to acquire shares of common stock of FPIC.
b. There are no arrangements, agreements or understandings
between the Stilwell Group and FPIC other than as set forth in this
Agreement.
2. Representations and Warranties of FPIC. FPIC hereby represents and
warrants to the Stilwell Group, as follows:
a. FPIC has full power and authority to enter into and perform
its obligations under the Agreement, and the execution and delivery of
this Agreement by FPIC has been duly authorized by the Board of
Directors of FPIC (the "Board") and requires no further Board or
stockholder action. This Agreement constitutes a valid and binding
obligation of FPIC and the performance of its terms does not constitute
a violation of its articles of incorporation or by-laws.
b. There are no arrangements, agreements or understandings
between the Stilwell Group and FPIC other than as set forth in this
Agreement.
3. Representations and Warranties of the Stilwell Director. The
Stilwell Director hereby represents and warrants to FPIC as follows:
a. The Stilwell Director is a person who qualifies under all
applicable Florida laws and regulations governing directors of
insurance companies. No "affiliate" or "associate" (as such terms are
defined in the Exchange Act) of the Stilwell Director beneficially owns
any shares or rights to acquire shares of FPIC.
b. No event has occurred with respect to the Stilwell Director
that would require disclosure in a FPIC report or other document filed
pursuant to the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Item
401 (f) of Regulation S-K.
4. Material Nonpublic Information. In connection with this Agreement
and the Stilwell Group's ongoing relationship with FPIC, there may be instances
in which material nonpublic information concerning FPIC will be divulged to the
Stilwell Group by FPIC, the Stilwell Director, or other FPIC representatives or
agents. The Stilwell Group and its representatives expressly acknowledge that
federal and state securities laws prohibit any person who misappropriates
material nonpublic information about a company from purchasing or selling
securities of such company, or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities. The Stilwell Group and the
Director will be subject to FPIC's insider trading (including with respect to
"blackout periods" during which no trading is permitted) and disclosure
policies, as in effect from time to time, at any time while he is on the Board
to the same extent as the other directors of FPIC. To the extent SEC Regulation
FD may apply, in accordance with Section 243.100 (2) (ii) of Regulation FD, the
Stilwell Group expressly agrees to maintain material nonpublic information
concerning FPIC in confidence.
5. Remedies. FPIC, the Stilwell Group and the Stillwell Director
acknowledge and agree that a breach or threatened breach by either party may
give rise to irreparable injury inadequately compensable in damages, and
accordingly each party shall be entitled to injunctive relief to prevent a
breach of the provisions hereof in any state or federal court having
jurisdiction, in addition to any other remedy to which such aggrieved party may
be entitled to at law or in equity. In the event either party institutes any
legal action to enforce such party's rights under, or recover damages for breach
of, this Agreement, the prevailing party or parties in such action shall be
entitled to recover from the other party or
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parties all costs and expenses, including but not limited to reasonable
attorneys' fees, court costs, witness fees, disbursements and any other expenses
of litigation or negotiation incurred by such prevailing party or parties.
6. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions of the parties in connection therewith not referred
to herein.
7. Counterparts; Facsimile. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, and
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
8. Survival of Representations, Warranties and Agreements. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement.
9. Amendments. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
FPIC INSURANCE GROUP, INC.
By: /s/ John R. Byers
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John R. Byers
President and CEO
STILWELL VALUE PARTNERS, III, L.P.
By: STILWELL VALUE LLC
General Partner,
By: /s/ Joseph Stilwell,
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Joseph Stilwell,
Managing and Sole Member
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STILWELL ASSOCIATES, L.P.
By: STILWELL VALUE LLC
General Partner,
By: /s/ Joseph Stilwell
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Joseph Stilwell,
Managing and Sole Member
STILWELL VALUE, LLC
By: /s/ Joseph Stilwell
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Joseph Stilwell,
Managing and Sole Member
/s/ Joseph Stilwell
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Joseph Stilwell
/s/ John G. Rich
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John G. Rich
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