Exhibit 99.1
Important Notice Concerning Limitations on
Trading in NCRIC Group, Inc. Stock
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July 1, 2005
To: Executive Officers and Directors of NCRIC Group, Inc.
From: NCRIC Group, Inc.
1. As you may know, a "blackout period" will be imposed on transactions
involving the NCRIC Group, Inc. ("NCRIC") common stock fund (the
"NCRIC stock fund") under the NCRIC Group, Inc. Profit Sharing Plan &
Trust (the "401(k) Plan"). This blackout period, described in more
detail below, is necessary in order for the 401(k) Plan trustees to
process and implement participants' instructions with respect to the
conversion of NCRIC common stock for shares of stock in NCP Merger
Corporation ("NCP"), a wholly owned subsidiary of ProAssurance
Corporation ("PRA") in response to the merger contemplated by the
Agreement and Plan of Merger, dated as of February 28, 2005, by and among
NCRIC, NCP and PRA (the "Merger"). Under the Sarbanes-Oxley law
enacted in 2002, the executive officers and directors of NCRIC will
generally be prohibited from engaging in transactions involving NCRIC
equity securities (including options and other derivatives based on
NCRIC stock) during this blackout period. Dispositions of equity
securities of NCRIC in connection with the Merger are exempt under
Sarbanes-Oxley from the blackout period trading restrictions.
2. As a result of the need to process participants' accounts due to the
Merger, during the blackout period, participants in the 401(k) Plan will
be temporarily unable to (1) make exchanges into or out of the NCRIC stock
fund under the 401(k) Plan, (2) take distributions of money invested in
the NCRIC stock fund, and (3) take loans of money invested in the NCRIC
common stock fund.
3. The blackout period for the 401(k) Plan is expected to begin on or about
July 20, 2005 and end on or about August 16, 2005. The blackout period
will also be lifted promptly if the Merger is not completed. We will
notify you of any changes that affect the dates of the blackout period. In
addition, you can confirm the status of the blackout period by speaking
with Jo Anne R. Wiggins, Human Resources at (202) 969-3141.
4. Generally, during the blackout period, you are prohibited from directly or
indirectly, purchasing, selling or otherwise transferring any equity
security of NCRIC that you acquired in connection with your service as an
executive officer or director. "Equity securities" are defined broadly to
include options and other derivatives. Covered transactions are not
limited to those involving your direct ownership, but include any
transaction in which you have a pecuniary interest. As indicated above,
however, dispositions of equity securities of NCRIC in connection with the
Merger are excluded from the trading restrictions.
5. The prohibition covers securities acquired "in connection with service
as a director or employment as an executive officer." This includes,
among other things, securities acquired under a compensatory plan or
contract (such as under a stock option, or a restricted stock grant), as
a direct or indirect inducement to employment or joining the Board of
Directors, in transactions between the individual and the company, and
as director qualifying shares. Securities acquired outside of an
individual's service as a director or executive officer (such as shares
acquired when the person was an employee but not yet an executive
officer) are not covered. Shares acquired in open market purchases as
well as shares acquired in connection with NCRIC's conversion from
the mutual to stock form (first and second step) are not subject to
the blackout trading restrictions. However, if you hold both covered
shares and non-covered shares, any shares that you sell will be presumed
to come first from the covered shares unless you can identify the
source of the sold shares and show that you use the same identification
for all related purposes (such as tax reporting and disclosure
requirements).
6. The following are examples of transactions that you may not engage in
during the blackout period:
>> Exercising stock options granted to you in connection with your
service as a director or executive officer
>> Selling NCRIC stock that you acquired by exercising options
>> Selling NCRIC stock that you originally received as a restricted stock
grant
7. There are certain exemptions, including:
>> Purchases or sales under 10b5-1(c) trading plans (so long
as you do not make or modify your election during the
blackout period or at a time when you are aware of the
actual or approximate dates of the blackout)
>> Bona fide gifts, bequests and transfers pursuant to domestic relations
orders
>> Acquisitions and dispositions of equity securities in connection with
a merger, aquisition, divestiture, or similar transaction
8. If you engage in a transaction that violates these rules, you can be
required to disgorge your profits from the transaction, and you are
subject to civil and criminal penalties.
The rules summarized above are complex, and the criminal and civil penalties
that could be imposed upon executive officers and directors who violate them
could be severe.
We therefore request that you contact Jo Anne R. Wiggins, Human Resources at
(202) 969-3141 before engaging in any transaction involving NCRIC stock or
derivatives based on NCRIC stock during the blackout period, or if you believe
that any such transaction in which you have a pecuniary interest may occur
during the blackout period.