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.

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

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

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.

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.

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.

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.

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.

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.

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

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

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.

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.

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.

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

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

(c) The Agreement and Plan of Merger dated December 8, 2005 is attached as
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;

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.

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
---------

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]

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.

Exhibit 2.1 / EXHIBIT D, FORM A
PLAN OF OPERATION

PIC-Wisconsin specializes in medical malpractice insurance for physicians,
physician groups, hospitals and other health care facilities and dentists. It is
the largest medical malpractice insurance provider in Wisconsin and also writes
medical malpractice business on an admitted basis in Illinois, Iowa, Kansas,
Minnesota, Nebraska, Nevada, and South Dakota.

The following chart is based on 2004 data as reported by the National
Association of Insurance Commissioners. It shows the medical malpractice premium
and market share for ProAssurance and PIC-Wisconsin in each of their states of
operation. There is very little market share overlap between the companies and
the proposed merger will not result in an undue market concentration in any
state.

Medical Liability Direct Written Premium at December 31, 2004

Total PIC Wis ProAssurance Combined
Premium Premium Market Premium Market Premium Market
State (000's) (000's) Share Rank (000's) Share Rank (000's) Share Rank
- ---------------- ------------ ---------- ------- ----- -------------- ------ ---- ------------ ---------- ------
Wisconsin $ 111,321 $ 36,998 33.2% 1 $ 48 - 33 $ 37,046 33.3% 1
- ---------------- ------------ ---------- ------- ----- -------------- ------ ---- ------------ ---------- ------
Iowa 99,507 19,470 19.6% 2 468 .5% 21 19,938 20.0% 2
- ---------------- ------------ ---------- ------- ----- -------------- ------ ---- ------------ ---------- ------
Nevada 92,897 7,780 8.4% 4 - - - 7,780 8.4% 4
- ---------------- ------------ ---------- ------- ----- -------------- ------ ---- ------------ ---------- ------
Illinois 758,729 7,464 1.0% 15 26,902 3.6% 5 34,366 4.9% 4
- ---------------- ------------ ---------- ------- ----- -------------- ------ ---- ------------ ---------- ------
Nebraska 34,071 2,265 6.7% 5 - - - 2,265 6.7% 5
- ---------------- ------------ ---------- ------- ----- -------------- ------ ---- ------------ ---------- ------
Minnesota 86,949 991 1.1% 12 - - - 991 1.1% 12
- ---------------- ------------ ---------- ------- ----- -------------- ------ ---- ------------ ---------- ------
South Dakota 21,151 190 0.9% 8 - - - 190 0.9% 8
- ---------------- ------------ ---------- ------------- -------------- ----------- ------------ ---------- ------
Total $ 1,511,266 $ 75,158 $ 27,418 $102,576
============ ========== ============== ============

Ratings

A.M. Best assigns a rating of "A-" (Excellent) to ProAssurance and our principal
subsidiaries, The Medical Assurance Company, Inc., ProNational Insurance
Company, and Red Mountain Casualty Insurance Company, Inc. Standard & Poor's
assigns our principal professional liability carriers a rating of "A-"
("Strong), and Fitch assigns a rating of "A-" to our subsidiaries The Medical
Assurance Company, Inc., ProNational Insurance Company. NCRIC, Inc. is rated B++
and Woodbrook Casualty Insurance, Inc. (formerly known as Medical Assurance of
West Virginia, Inc.) is rated B- by A.M. Best. American Medical Insurance
Exchange is dormant and is not rated.

Exhibit 2.1 / EXHIBIT D, FORM A
PLAN OF OPERATION

Operations

ProAssurance - Current Operations
- ---------------------------------

ProAssurance emphasizes a local approach to its insurance markets. Claims are
administered through fourteen local offices and underwriting is handled through
six regional underwriting offices.

All underwriting, policy administration and risk management services are
performed by company employees. ProAssurance writes exclusively on a claims-made
basis. In making underwriting decisions, the training, practice locations,
procedures and claims history of the insured are all considered in making the
underwriting decision and determining an appropriate rate. Management of claims
is performed by the ProAssurance Claims Staff working in the geographic area
from which the claim arises. When a claim is filed, coverage is determined under
the policy and an independent defense attorney is retained and assigned to all
claims in litigation. All policies sold provide third-party liability coverage,
rather than first-party coverage; therefore, claims typically involve extensive
discovery and litigation and may take several years to be resolved. After
appropriate investigation, the focus is on defending claims without merit and
settling claims where negligence is present.

Accounting, actuarial, and information systems functions are performed by
ProAssurance personnel primarily located in ProAssurance's Birmingham, Alabama
headquarters. Investments are managed by independent, professional portfolio
managers and overseen by the ProAssurance Investment Committee, made up of
senior management. Virtually all investments are in high-quality, fixed-maturity
securities. A copy of ProAssurance's investment guidelines is attached as
Appendix A.

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.

Sales activities are conducted primarily on a direct basis in two states and
through independent agents in all other states. Agency business is by a select
number of independent insurance agents who are familiar with the respective
marketplace. Agents do not have binding authority except with the prior approval
from the Company. Agents are paid a set commission rate on all lines of business
that they are authorized to write. Agents are required to provide proof of E & O
insurance and a background check is done on each agent before they can be
considered to represent the company.

Exhibit 2.1 / EXHIBIT D, FORM A
PLAN OF OPERATION

PIC-Wisconsin - Current Operations
- ----------------------------------

PIC-Wisconsin's operations are performed out of its office in Madison,
Wisconsin.

All underwriting, policy administration, and risk management is done by
PIC-Wisconsin employees located in its Madison, Wisconsin office. PIC-Wisconsin
writes primarily claims-made coverage, but offers occurrence coverage to
Wisconsin physicians and hospitals and to dentists in several states. In making
underwriting decisions, the training, practice locations, procedures and claims
history of the insured are all considered in making the underwriting decision
and determining an appropriate rate.

PIC-Wisconsin claims management for all states is also located at its Madison,
Wisconsin headquarters. Claims are handled similarly from state to state.
Coverage is determined by referencing the policy and an independent defense
attorney is retained and assigned to all claims in litigation. All policies sold
provide third-party liability coverage, rather than first-party coverage;
therefore, claims typically involve extensive discovery and litigation and may
take several years to be resolved. Claims without merit are defended and claims
involving clear negligence are settled.

PIC-Wisconsin's support functions such as accounting, and information systems
functions are performed by PIC-Wisconsin personnel headquartered in Madison,
Wisconsin. Investments are managed by independent, professional portfolio
managers and overseen by the PIC-Wisconsin Treasurer and Investment Committee.

Reinsurance for medical professional liability claims is maintained on an
excess-of-loss basis with a retention of $500,000 per claim. The reinsurance
program is placed on a syndicated basis, utilizing reinsurers in the United
States and Europe. Reinsurance contracts provide capacity to write policy limits
of up to $6 million, with additional facultative limits available.

PIC-Wisconsin sells its products in Wisconsin primarily through an agency owned
by the Wisconsin Medical Society and through independent agents. Business
outside of Wisconsin is written through a select number of independent insurance
agents who are familiar with the marketplaces in which they operate. Agents do
not have binding authority except with the prior approval of PIC-Wisconsin.
Agents are paid a set commission rate on all lines of business that they are
authorized to write. Agents are required to provide proof of E & O insurance and
a background check is done on each agent before they can be considered to
represent the company.

Post Merger
- -----------

Post merger, it is the intent of ProAssurance to continue PIC-Wisconsin as a
Wisconsin domiciled insurer and maintain its strong presence in the Wisconsin
and allow it to continue to service its core market. PIC-Wisconsin will serve as
ProAssurance's Northwest regional office.

Exhibit 2.1 / EXHIBIT D, FORM A
PLAN OF OPERATION

ProAssurance intends to locate underwriting, policy administration, and risk
management operations for Wisconsin, Iowa, Minnesota, Nebraska, Nevada and South
Dakota into the PIC-Wisconsin office in Madison, Wisconsin. Any admitted
business currently written by the ProAssurance in these states will be
transferred to Madison for policy administration.

The existing PIC-Wisconsin Claims office in Madison will remain in place.

Underwriting, policy administration, and risk management for the Illinois
business of PIC-Wisconsin will be consolidated into the ProAssurance
underwriting office located in Okemos, Michigan and claims will be serviced by
the existing ProAssurance claims office in Lisle, Illinois.

The basic policy forms and coverage provided by ProAssurance and PIC-Wisconsin
are substantially similar in coverage and application. These forms will be
further evaluated over the first year post merger and if necessary, any changes
to the forms will be filed in accordance with state rules and regulations. Both
companies write medical malpractice primarily on a claims-made basis and follow
a similar policy structure that provides for a free tail in the event of death,
disability, and retirement.

ProAssurance intends to continue to write all Wisconsin business through
PIC-Wisconsin as a statutory company. At this time, a decision has not been made
as to which statutory entity will be utilized to write the PIC-Wisconsin and
ProAssurance business outside of Wisconsin. All local offices of ProAssurance
have the ability to issue coverage through any of the ProAssurance statutory
entities; and, accordingly, the Madison office will have access to the other
ProAssurance statutory admitted companies. Initially, the business will continue
to be written through the current companies. In the future, business may be
transferred between companies upon policy renewal, with these decisions based
primarily on the capacity and rating agency considerations. For any insureds
that are ultimately moved from one carrier to another carrier within the
ProAssurance group, tenure with the prior company will be honored for purposes
of a free tail due to Death, Disability or Retirement.

Based primarily on ProAssurance's needs as a publicly traded company and subject
to Sarbanes-Oxley Act control requirements, it is the policy of ProAssurance to
have a centralized accounting operation for its medical malpractice business.
The PIC-Wisconsin accounting staff will complete accounting for 2006 in Madison,
Wisconsin and a transition plan will be put in place to transfer ongoing
accounting functions to Birmingham on or after January 1, 2007. At that time, a
request will be made of the Wisconsin Commissioner for permission to relocate
the books and records of PIC-Wisconsin to Birmingham, Alabama. Assurances will
be made that all books and records will continue to be available for any
regulatory exam conducted after that point. The accounting functions have been
successfully integrated by ProAssurance in the Medical Assurance /Professionals
Group merger that took place in 2001 and most recently in the ProAssurance/NCRIC
merger. Following the same strategy, current ProAssurance personnel will work
closely with the current PIC-Wisconsin personnel to effect the transition. As
with the prior mergers, it is anticipated that certain PIC-Wisconsin personnel
in these departments will be offered positions with ProAssurance. ProAssurance
will work with employees who are not offered positions to assist through
severance benefits and outplacement services to assist them in locating a new
position.

Exhibit 2.1 / EXHIBIT D, FORM A
PLAN OF OPERATION

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. As described above, 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.

PIC-Wisconsin
- -------------

Business in Wisconsin and other PIC-Wisconsin states will continue to be
marketed through the current distribution system. In Illinois, ProAssurance will
appoint the current PIC-Wisconsin agents and respect the ownership rights the
agents possess in their PIC-Wisconsin book of business, subject to normal
transfer of business procedures. In other states, in the event that a
ProAssurance company other than PIC-Wisconsin is used to write this business,
ProAssurance will appoint the current PIC-Wisconsin agents to write on behalf of
the appropriate ProAssurance company. As there is some overlap of common agents
already utilized by the two entities, the transition of agents is anticipated to
be smooth. Background checks, as required by law, will be performed on all new
agents and any other agents where the process has not been completed.

Agents who are not already a party to the ProAssurance form of agency agreement,
will be requested to adopt that form of agreement.

Transition/Integration

Given its recent merger with NCRIC and several other mergers that occurred in
the past, ProAssurance understands the delicate nature of mergers and the effect
they have on the personnel involved. ProAssurance has historically been fair and
reasonable in providing advance notice, severance and job placement services for
any employees who have their positions eliminated. The dual goals of
ProAssurance are to avoid any disruption in insurance operations and to treat
employees with understanding and respect.

All PIC-Wisconsin officers are covered by change of control agreements that
range from six months to two years, depending on the position. ProAssurance will
assist PIC-Wisconsin in extending retention/severance agreements to staff that
have a likelihood of job elimination or transfer as a part of the merger. The
agreements will offer monetary incentives for the employees to remain in place
during the transition period and will then provide severance benefits and
outplacement services should their job be eliminated.

Pursuant to the Merger Agreement, PIC-Wisconsin Board members will be offered a
Consulting, Confidentiality and Non-Competition Agreement. A copy of the
Agreement is attached as Appendix B.

Exhibit 2.1 / EXHIBIT D, FORM A
PLAN OF OPERATION

Intercompany Agreements
- -----------------------

Expense Sharing
---------------

It is anticipated that ProAssurance will enter into an expense sharing agreement
with PIC-Wisconsin to establish a method to allocate direct and indirect
expenses for statutory and financial purposes. ProAssurance currently has an
expense sharing agreement between its insurance subsidiaries including Medical
Assurance, ProNational, Woodbrook Casualty, Red Mountain, NCRIC and their
respective parent companies. A Notice on Form D will be filed with the
appropriate insurance regulatory authorities with respect to the expense sharing
agreement and the effective date of such agreement will be subject to and
conditioned upon the permission or approval of such regulatory authorities. A
copy of the current ProAssurance Expense Allocation Agreement is attached as
Appendix C.

Management Services
-------------------

ProAssurance has in place a Management Services Agreement between all of its
insurance subsidiaries in order to achieve administrative and other economies.
It is anticipated that PIC-Wisconsin will become a part of this agreement and
that ProAssurance will provide accounting and administrative services as
required 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 the permission or approval or such regulatory authorities.
A copy of the current ProAssurance Management Services Agreement is attached as
Appendix D.

Tax Sharing
-----------

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. 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 the permission or approval of such regulatory
authorities. A copy of the current ProAssurance Tax Allocation Agreement is
attached as Appendix E.

Exhibit 2.1 / EXHIBIT D, FORM A
PLAN OF OPERATION

LIST OF ATTACHMENTS

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 effective 1/1/06

Appendix E ProAssurance Tax Allocation Agreement effective 9/1/05

Exhibit 2.1 / EXHIBIT D, APPENDIX B, FORM A
CONSULTING, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

THIS CONSULTING, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT ("Agreement")
is made and entered into as of the ______ day of _____________, 200__ by and
between ProAssurance Corporation, a Delaware corporation ("ProAssurance"), and
__________________________ (the "Consultant").

W I T N E S S E T H :

WHEREAS, ProAssurance desires to retain Consultant for the period set forth
in this Agreement to obtain services from the Consultant, and Consultant is
willing to be retained by ProAssurance pursuant to this Agreement; and

WHEREAS, Consultant acknowledges (i) that Consultant's expertise will
contribute significantly to the financial success of the business of
ProAssurance and (ii) that the compensation, covenants not to compete and
confidentiality provisions in this Agreement are reasonable.

NOW, THEREFORE, in consideration of the premises, as well as for other good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereby agree as follows:

1. Definitions. Capitalized terms not otherwise defined in this Agreement
shall have the meanings given to them in the Agreement and Plan of Merger dated
as of December __, 2005, by and between ProAssurance and Physicians Insurance
Company of Wisconsin, Inc., a Wisconsin stock insurance corporation ("PIC
WISCONSIN").

2. Consulting Relationship. ProAssurance hereby retains Consultant to
provide Consulting Services (as defined in Section 3 of this Agreement) for a
term commencing on the date hereof (the "Effective Date") and ending on that
date that is the earlier of the date this Agreement is terminated and June 30,
2007 (the "Expiration Date").

3. Consulting Services. Consultant agrees to provide such services to
ProAssurance as may be reasonably requested from time to time by the Chairman of
the Board or the Vice-Chairman of the Board of ProAssurance, consistent with
Consultant's skills, background and experience. Consultant shall not be required
to devote a specific amount of time each year to the performance of his duties,
but shall spend that amount of time reasonably necessary to accomplish the
assigned tasks (including Board, advisory board and committee service)
faithfully and completely. The services of Consultant as described above are
collectively defined as the "Consulting Services."

4. Compensation.

a. In consideration of Consultant's Consulting Services and
Consultant's covenants regarding confidentiality and noncompetition,
ProAssurance shall pay Consultant a monthly consulting fee of $_______ (the
"Consulting Fee").

b. ProAssurance shall reimburse Consultant, within 30 days after
Consultant submits expense receipts to ProAssurance, for all reasonable
out-of-pocket travel expenses that are paid by Consultant in performing the
Consulting Services, in accordance with the reimbursement policies adopted from
time to time by ProAssurance.

Exhibit 2.1 / EXHIBIT D, APPENDIX B, FORM A
CONSULTING, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

c. It is understood and agreed that Consultant is responsible for
all tax payments. If ProAssurance, in its sole discretion, shall determine that
ProAssurance or any of its subsidiaries has incurred or will incur any liability
to withhold any federal, state or local income or other taxes by reason of any
remuneration payable to Consultant, then ProAssurance may effect such
withholding.

5. Right of Employment. Neither this Agreement nor any action taken or not
taken pursuant to this Agreement shall be construed as giving Consultant any
right to be retained, as an employee or otherwise, by ProAssurance or any of its
subsidiaries.

6. Termination. This Agreement may be terminated as follows:

a. This Agreement shall terminate one day after Consultant's
death.

b. ProAssurance may terminate this Agreement if, by reason of a
disability, Consultant has been unable to perform Consulting Services for a
period of 180 consecutive days.

c. ProAssurance may terminate this Agreement for Cause at any
time. For purposes of this Agreement "Cause" shall mean, and this Agreement
shall be deemed to have been terminated for Cause if such termination results
from, (i) willful gross misconduct on the part of Consultant that is materially
and demonstrably injurious to ProAssurance or any of its subsidiaries as
determined by the Board of Directors of ProAssurance; provided however, that no
act, or failure to act, on the part of Consultant shall be considered willful
gross misconduct unless Consultant acted, or failed to act, other than in good
faith and with a reasonable belief that such action, or failure to act, was in
the best interest of ProAssurance and its subsidiaries; or (ii) Consultant
commits any act that constitutes a felony and that results, or is intended to
result, directly or indirectly, in Consultant's substantial personal gain or
personal enrichment at the expense of ProAssurance or any of its subsidiaries.

d. Consultant may terminate this Agreement with cause or
without cause at any time.

7. Compensation Upon Termination. Upon termination of this Agreement
ProAssurance shall have no further obligation under this Agreement to make any
payments to Consultant or to bestow any benefits on Consultant after the date
this Agreement is terminated (the "Termination Date"), other than payments and
benefits accrued and due and payable to Consultant prior to the Termination
Date.

8. Confidentiality.

a. Consultant acknowledges (i) that as a result of Consultant's
prior service as a director of PIC WISCONSIN and Consultant's engagement by
ProAssurance, Consultant has and will become informed of, and has had and will
have access to, valuable and confidential information of ProAssurance and its
subsidiaries including, but not limited to, trade secrets, technical
information, know-how, plans, specifications, marketing and sales information,

Exhibit 2.1 / EXHIBIT D, APPENDIX B, FORM A
CONSULTING, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

claims handling information, investment information, and the identity of
policyholders and reinsurers (collectively, "Confidential Information"), (ii)
that the Confidential Information is the exclusive property of ProAssurance and
its subsidiaries, and (iii) that the Confidential Information is to be held by
Consultant in trust and solely for the benefit of ProAssurance and its
subsidiaries. Accordingly, Consultant shall not at any time subsequent to the
date of this Agreement, use, reveal, report, publish, transfer or otherwise
disclose to any person or entity any of the Confidential Information without the
prior consent of ProAssurance, except to officers and employees of ProAssurance
and its subsidiaries, and other persons or entities whom ProAssurance agrees are
in a contractual or fiduciary relationship with ProAssurance or any of its
subsidiaries. This provision does not prohibit Consultant from disclosing
information which legally is or becomes of general public knowledge from
authorized sources other than Consultant.

b. If the Confidential Information known to Consultant or in
Consultant's possession is subpoenaed, is subject to a demand for production, or
is subject to any other form of legal process, by any judicial, regulatory,
administrative, legislative or governmental authority, or any other person or
entity, Consultant agrees to notify ProAssurance promptly that such subpoena,
demand or other legal process has been received. Consultant agrees to use
Consultant's best efforts, consistent with the requirements of applicable law,
to protect the Confidential Information from disclosure and to cooperate with
ProAssurance and its subsidiaries in seeking protection from disclosure of the
Confidential Information. If Consultant is required to disclose the Confidential
Information, Consultant agrees, at ProAssurance's request and expense, to use
Consultant's best efforts to obtain assurances that the Confidential Information
will be maintained on a confidential basis and not be disclosed to a greater
degree than legally required.

c. Upon the termination of this Agreement, Consultant shall
promptly deliver to ProAssurance all originals and all copies that are in
Consultant's possession or control of the following: all customer lists,
stockholder lists, lists of names of beneficial owners, policyholder lists,
manuals, letters, notes, notebooks, reports and all other materials relating to
the business of ProAssurance and its subsidiaries. Consultant shall represent to
ProAssurance that Consultant has complied with the provisions of this Section 8
at the time the Consultant ceases to be a consultant to ProAssurance.

9. Noncompetition and Nonsolicitation.

a. During the term of this Agreement, Consultant agrees that
Consultant shall not, directly or indirectly, engage, participate, or assist in
any business organization by performing services related to the providing of
malpractice insurance to physicians, dentists and other persons or entities
insured by ProAssurance or any of its subsidiaries (the "Proscribed Activities")
in the states in which ProAssurance or any of its subsidiaries is then
conducting the Proscribed Activities, whether as owner, part-owner, stockholder,
partner, director, officer, trustee, employee, agent, consultant or in any other
capacity, on Consultant's own behalf or on behalf of any person or entity.
Consultant may make passive investments in a competitive enterprise the voting
equity interests of which are publicly traded, provided that Consultant's
holdings in such enterprise, together with the holdings of any of the
Consultant's affiliates (as that term is defined in Rule 405 of the Rules under
the Exchange Act) do not exceed 3% of the outstanding voting equity interests of
such enterprise.

Exhibit 2.1 / EXHIBIT D, APPENDIX B, FORM A
CONSULTING, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

b. During the term of this Agreement, Consultant agrees that
Consultant shall not (i) directly or indirectly solicit any person or entity in
the states in which ProAssurance or any of its subsidiaries is then conducting
the Proscribed Activities to purchase insurance products or services competitive
with the Proscribed Activities, (ii) directly or indirectly solicit any person
or entity to purchase or sell insurance products or services relating to the
Proscribed Activities, or (iii) recruit or otherwise solicit or induce any
person who is at the time an employee or consultant with ProAssurance or any of
its subsidiaries to terminate such person's employment or consulting
relationship with ProAssurance or any of its subsidiaries.

10. Restrictions Reasonable. The restrictions against competition and
solicitation set forth above are considered by the parties to be reasonable for
the purposes of protecting the business of ProAssurance and its subsidiaries. If
any restriction is found by a court of competent jurisdiction to be
unenforceable because it extends for too long a period of time, or over too
broad a range of activities, or in too large a geographic area, then that
restriction shall be interpreted to extend only over the maximum period of time,
or range of activities, or geographic area, as to which it may be enforceable.

11. Remedies. Consultant and ProAssurance acknowledge that ProAssurance and
its subsidiaries would not have an adequate remedy at law for money damages if
the covenants contained in Sections 8 or 9 of this Agreement were not complied
with in accordance with their terms. Because the breach or threatened breach of
any of the covenants in Sections 8 or 9 of this Agreement will result in
immediate and irreparable injury to ProAssurance and its subsidiaries,
Consultant agrees that ProAssurance and its subsidiaries shall be entitled to an
injunction restraining Consultant from violating Sections 8 and 9 of this
Agreement to the fullest extent allowed by law. Nothing in this Agreement shall
prohibit ProAssurance or any of its subsidiaries from pursuing all other legal
or equitable remedies that may be available to it for a breach or threatened
breach, including the recovery of damages.

12. Resignation from PIC WISCONSIN Subsidiaries. Consultant hereby resigns
as director and officer, if applicable, of PIC WISCONSIN and any of its direct
or indirect subsidiaries, effective upon the Effective Time of the merger
contemplated under the Agreement. This resignation shall not require acceptance
by PIC WISCONSIN or any of its direct or indirect subsidiaries, and shall take
effect automatically upon the Effective Time without any further action on
behalf of the Consultant or PIC WISCONSIN or any of its direct or indirect
subsidiaries.

13. Survival. The provisions of Sections 8, 9, 10, 11, 12 and 18(b) shall
survive the termination of this Agreement and shall inure to the benefit of
ProAssurance, its successors and assigns.

14. Third-Party Agreements and Rights. Consultant confirms that Consultant
is not bound by any agreement with any other person or entity that would
restrict engagement of Consultant in any business or Consultant's use or
disclosure of information. Consultant represents that Consultant's execution of
this Agreement, engagement by ProAssurance and performance of duties pursuant to
this Agreement will not violate any obligations Consultant may have to any other
person or entity. Consultant shall not disclose or make use of information in
violation of any agreements with or rights of any other person or entity.

Exhibit 2.1 / EXHIBIT D, APPENDIX B, FORM A
CONSULTING, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

15. Further Assurances. Consultant and ProAssurance agree to execute,
acknowledge, deliver and file, or cause to be executed, acknowledged, delivered
and filed, all further instruments, agreements or documents as may be necessary
to consummate the transactions provided for in this Agreement and to do all
further acts necessary to carry out the purpose and intent of this Agreement.

16. No Waiver. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with the waiver or estoppel. No written waiver shall be deemed a continuing
waiver unless specifically stated therein, and each waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
the term or condition for the future or as to any act other than that
specifically waived. The waiver by a party of any other party's breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach, and the failure of any party to exercise any right or remedy
shall not operate or be construed as a waiver or bar to the exercise of such
right or remedy upon the occurrence of any subsequent breach. No delay on the
part of a party in exercising a right, power or privilege hereunder shall
operate as a waiver thereof. No waiver on the part of a party of a right, power
or privilege, or a single or partial exercise of a right, power or privilege,
shall preclude further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies of this Agreement are cumulative and
are not exclusive of the rights or remedies that a party may otherwise have at
law or in equity.

17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin without reference to its
conflicts of law principles.

18. Notices. Notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed given if delivered personally,
telecopied (with confirmation), mailed by registered or certified mail (return
receipt requested), or delivered by an express courier (with confirmation), to
the parties at the addresses below (or at such other address for a party as
shall be specified by like notice):

a. If to ProAssurance:
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama 35209
Attention: Chief Executive Officer
Fax:(205)877-4405

b. If to Consultant:

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

Exhibit 2.1 / EXHIBIT D, APPENDIX B, FORM A
CONSULTING, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

19. Assignment.

a. This Agreement and all of Consultant's rights, duties and
obligations under this Agreement are personal in nature and shall not be
assignable by the Consultant. A purported assignment shall not be valid or
binding on ProAssurance.

b. This Agreement shall inure to the benefit of and be legally
binding upon all successors and assigns of ProAssurance. ProAssurance will
require a successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of ProAssurance by agreement in form and substance satisfactory to the
Consultant, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that ProAssurance would be required to perform it
if no such succession had taken place. For purposes of this Section 18,
"ProAssurance" shall mean ProAssurance as defined above and all successors to
its business or assets that execute and deliver the agreement provided for in
this Section 18 or that otherwise become bound by the terms and provisions of
this Agreement by operation of law.

20. Attorneys' Fees. If litigation is brought concerning this Agreement,
the prevailing party shall be entitled to receive from the non-prevailing party,
and the non-prevailing party shall upon final judgment and the expiration of all
appeals immediately pay upon demand all reasonable attorneys' fees and expenses
of the prevailing party.

21. Entire Agreement. This Agreement constitutes the entire understanding
of the parties and supersedes all prior discussions, negotiations, agreements
and understandings, whether oral or written, with respect to its subject matter.
This Agreement may be modified only by a written instrument properly executed by
Consultant and ProAssurance.

22. Severability. If any one or more of the provisions of this Agreement is
held invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and the invalid, illegal or unenforceable
provision shall be replaced by a mutually acceptable valid, legal and
enforceable provision which comes closest to the intent of the parties.

23. Counterparts. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

The parties have executed this Agreement effective as of the day and year
first written above.

PROASSURANCE CORPORATION CONSULTANT

By:
---------------------------------- ------------------------------
Victor T. Adamo, President Name:

------------------------------
Taxpayer Identification Number

Exhibit 2.1 / EXHIBIT D, APPENDIX C, FORM A
PROASSURANCE EXPENSE ALLOCATION AGREEMENT

This Agreement is made and entered into this date to be effective as of the
1st day of January, 2006 by and between ProAssurance Corporation and its
subsidiaries, (collectively the "Companies" and separately a "Company"), each of
which is listed on the signature page and has caused this Agreement to be
executed by a duly authorized officer.

Recitals:

WHEREAS, each of the Companies listed on the signature page (collectively,
the "Companies") is an affiliated company and the Companies have determined that
they can most efficiently and economically operate by combining certain portions
of their operations so that management and employees of one Company may provide
services on behalf of one or more other Companies;

WHEREAS, the Companies desire to establish a method to allocate certain
expenses with respect to such services;

NOW THERFORE, in consideration of these premises and the terms and
conditions set forth herein, the Companies agree as follows:

1. Definitions: As used in this Agreement, the following terms shall have
the following meaning:

o "Direct Expenses" means an expense arising from services performed by
employees of the Companies or by outside vendors that can readily be
identified as applicable to one Company only. Examples of direct
expenses include the employee costs for employees who service only one
Company, agent's commissions, premium taxes, and allocated loss
adjustment expenses that relate to specific claims files.

o "Indirect Expenses" means expenses arising from services performed by
employees of the Companies or by outside vendors, where the subject
services are performed for the benefit of one or more of the Companies
and cannot readily be identified as applicable to one Company only.
Examples of such services are salaries, benefits and expenses of staff
from departments such as administration, accounting, information
systems and vendor services such as actuarial consulting.

2. Allocation of Direct Expenses:

Direct Expenses shall be allocated to the Company incurring such expenses.

3. Allocation of Indirect Expenses:

Indirect Expenses shall be allocated during each accounting period on a
closely estimated basis. For purposes of developing this estimate, indirect

Exhibit 2.1 / EXHIBIT D, APPENDIX C, FORM A
PROASSURANCE EXPENSE ALLOCATION AGREEMENT

expenses will be allocated in a fair and reasonable method in conformity
with customary insurance accounting practices and that method shall be
consistently applied.

4. Settlement Provision:

Allocation of expenses will be settled on a quarterly basis.

5. Term of Agreement:

The original term of this Agreement shall be January 1, 2006 through
December 31, 2006, inclusive and this Agreement shall automatically
continue in force for subsequent calendar years unless amended or modified
by the Companies.

6. Amendment:

This Agreement cannot be amended except in writing signed by authorized
representatives of the Companies.

7. Severability:

If any part of this Agreement shall be held invalid for any reason (based
upon any applicable insurance statute, rule or regulation or otherwise is
disapproved by a governing Insurance Department) such invalidity shall not
affect any part of this Agreement and the other parts of this Agreement
shall remain in full force and effect.

The Companies have entered into this Agreement on this date, September 1,
2005.

PROASSURANCE CORPORATION
ATTEST:
By: /s/ Victor T. Adamo
/s/ Kathryn A. Neville -----------------------
- ---------------------- Its: President

MEDICAL ASSURANCE, INC.
ATTEST:
By: /s/ James J. Morello
/s/ Kathryn A. Neville --------------------
- ---------------------- Its: Treasurer

Exhibit 2.1 / EXHIBIT D, APPENDIX C, FORM A
PROASSURANCE EXPENSE ALLOCATION AGREEMENT

THE MEDICAL ASSURANCE COMPANY, INC.
ATTEST:
By: /s/ Howard H. Friedman
--------------------------
/s/ Kathryn A. Neville Its: Senior Vice President
- ----------------------

WOODBROOK CASUALTY INSURANCE, INC.
ATTEST:
By: /s/ James J. Morello
------------------------
/s/ Kathryn A. Neville Its: Treasurer
- ----------------------

IAO, INC.
ATTEST:
By: /s/ James J. Morello
------------------------
/s/ Kathryn A. Neville Its: Treasurer
- ----------------------

MEDICAL ASSURANCE OF INDIANA AGENCY, INC.
ATTEST:
By: /s/ James J. Morello
------------------------
/s/ Kathryn A. Neville Its: Treasurer
- ----------------------

MUTUAL ASSURANCE AGENCY OF OHIO, INC.
ATTEST:
By: /s/ James J. Morello
------------------------
/s/ Kathryn A. Neville Its: Treasurer
- ----------------------

PROASSURANCE GROUP SERVICES CORPORATION
ATTEST:
By: /s/ Victor T. Adamo
-----------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

PROFESSIONALS GROUP, INC.
ATTEST:
By:/s/ Victor T. Adamo
----------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

Exhibit 2.1 / EXHIBIT D, APPENDIX C, FORM A
PROASSURANCE EXPENSE ALLOCATION AGREEMENT

PRONATIONAL INSURANCE COMPANY
ATTEST:
By: /s/ Victor T. Adamo
-----------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

RED MOUNTAIN CASUALTY INSURANCE CO., INC.
ATTEST:
By: /s/ Victor T. Adamo
-----------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

AMERICAN INSURANCE MANAGEMENT CORPORATION,
ATTEST: INDIVIDUALLY AND AS ATTORNEY-IN-FACT FOR
AMERICAN MEDICAL INSURANCE EXCHANGE

By: /s/ Victor T. Adamo
-----------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

PRONATIONAL INSURANCE AGENCY, INC.
ATTEST:
By: /s/ Jeffrey L. Bowlby
-------------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

PHYSICIANS PROTECTIVE PLAN, INC.
ATTEST:
By: /s/ James J. Morello
------------------------
/s/ Kathryn A. Neville Its: Treasurer

PROFESSIONALS GROUP SERVICES CORP.
ATTEST:
By: /s/ Victor T. Adamo
-----------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

PRA SERVICES CORPORATION
ATTEST:
By: /s/ James J. Morello
------------------------
/s/ Kathryn A. Neville Its: Treasurer
- ----------------------

Exhibit 2.1 / EXHIBIT D, APPENDIX C, FORM A
PROASSURANCE EXPENSE ALLOCATION AGREEMENT

NCRIC CORPORATION
ATTEST:
By: /s/Victor T. Adamo
----------------------
/s/ Kathryn A. Neville Its: President
- ----------------------

NCRIC, Inc.
ATTEST:
By: /s/ R. Ray Pate, Jr.
-----------------------
/s/ Victor T. Adamo Its: President
- -------------------

AMERICAN CAPTIVE CORPORATION
ATTEST:
By: /s/ R. Ray Pate, Jr.
------------------------
/s/ Victor T. Adamo Its: President
- -------------------

NATIONAL CAPITAL INSURANCE BROKERAGE, LTD.

ATTEST:
By: /s/ R. Ray Pate, Jr.
------------------------
/s/ Victor T. Adamo Its: President
- -------------------

NCRIC INSURANCE AGENCY, INC.
ATTEST:
By: /s/ R. Ray Pate, Jr.
------------------------
/s/ Victor T. Adamo Its: President
- -------------------

Exhibit 2.1 / EXHIBIT D, APPENDIX D, FORM A
PROASSURANCE MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT made and entered into this date to be effective the 1st day of
January, 2006, by and between ProAssurance Corporation and its subsidiaries,
(collectively the "Companies" and separately a "Company"), each of which is
listed on the signature page and has caused this Agreement to be executed by a
duly authorized officer.

RECITALS

WHEREAS, each of the Companies listed on the signature page
(collectively, the "Companies") is an affiliated company and the Companies have
determined that they can most efficiently and economically operate by combining
certain portions of their operations so that management and employees of one
Company may provide services on behalf of one or more of the other Companies;
and

WHEREAS, the Companies desire to share management services of Company
operations including, but not limited to, administration, accounting, actuarial,
legal, compliance, underwriting, claims, information systems, marketing and
sales, human resources and risk management ("Management Services"); and

WHEREAS, the Companies desire to establish a method to allocate
management related expenses; and

WHEREAS, for purposes of this Agreement, TMAC shall be responsible for
coordinating the delivery of Management Services and will be referred to in this
Agreement as the "Manager";

NOW THEREFORE, in consideration of these premises and the terms and
conditions set forth herein, the Companies agree as follows:

AGREEMENT

1. MANAGEMENT SERVICES. The Companies agree to share Management Services under
the terms and conditions of this Agreement. For purposes of this Agreement, the
Manager shall deploy the employees of the Companies as required to provide the
Management Services. TMAC agrees to make available its resources and the other
Companies agree to grant Manager access to its resources, including but not
limited to, personnel and facilities, for the performance of the services
contemplated in this Agreement. Management Services will be provided to each of
the Companies under the direction of Manager including the following:

A. Accounting Services, Financial Statements and Tax Returns. The
Manager will perform accounts receivable, accounts payable, investment
management and other accounting and financial services appropriate to the
insurance operations. Manager will provide all accounting services required for
purposes of accounting for the results of insurance operations. The Manager will
prepare all of the financial statements required for filing with regulatory
authorities, including statutory financial statements and tax returns as
required. The Manager will perform these services in a manner and timeframe that
complies with the requirements of governing laws and regulations.

Exhibit 2.1 / EXHIBIT D, APPENDIX D, FORM A
PROASSURANCE MANAGEMENT SERVICES AGREEMENT

B. Underwriting. The Manager shall perform underwriting services
including the review of applications for policies of insurance, making decisions
on coverage, follow-up with applicants for additional information, and working
with reinsurers. The Manager will comply with all guidelines set forth by the
applicable Company with respect to underwriting, the acceptance or rejection of
certain classes of business, the scope of coverage and the provisions of the
coverage document or related to the issuance of policies.

C. Reinsurance. The Manager shall seek to arrange for appropriate
reinsurance for each Company, as required.

D. Sales and Service. For insurance companies only, the Manager shall,
directly or through appointed agents sell and promote the policies of insurance
issued by each Company in the manner directed by the respective Company. As part
of this service, the Manager shall invoice policies, mail applications to
insureds, collect premiums paid, and market the policies to prospective
insureds.

E. Claims Administration. The Manager will review, process,
investigate, adjust, settle or resist all claims in accordance with each
Company's direction, the terms of each Company's coverage documents, and any
written guidelines or decision of the applicable Company regarding coverage,
handling or payment of claims. The Manager will establish loss reserves for each
claim as deemed necessary in accordance with each Company's direction. The
Manager will engage attorneys to represent policyholders in any suit covered by
each Company's policy.

F. Information Systems. The Manager will provide or cause to be
provided all information system services required for daily, monthly, quarterly
and yearly processing and reporting of business and financial information on a
timely and accurate basis.

G. Administrative and Other Services. Manager will provide
administrative services with respect to matters pertaining to each Company's
operations, including, but not limited to, preparation of business plans,
actuarial services, assisting in the arrangement of appropriate insurance for
insurance company operations, regulatory and financial compliance, facilities
operations, and legal services provided in the normal course of insurance
business, not to include defense of claims against the policyholders of the
Companies.

H. Human Resources Administration. Manager will provide human resource
services with respect to matters pertaining to each Company's operations,
including, but not limited to, payroll administration, benefit administration,
employee handbook and company policy administration, employment services,
employee relations and any other human resource issue that may arise.

Exhibit 2.1 / EXHIBIT D, APPENDIX D, FORM A
PROASSURANCE MANAGEMENT SERVICES AGREEMENT

I. Risk Management. The Manager will arrange for and coordinate loss
prevention services as agreed with each Company, including furnishing assistance
and professional consultation to insureds, developing and conducting training
programs, maintaining CME accreditation and other loss prevention services.

J. Delegation of Duties: The Manager may perform the Management
Services using the personnel of any of the Companies in this Agreement, delegate
the performance of Management Services to any of the Companies or engage
consultants, advisors, investment managers and such other third-parties as may
be reasonably required to perform the Management Services.

2. ALLOCATION OF EXPENSES:

Direct and indirect expenses shall be allocated as set forth in the
Expense Allocation Agreement that is being entered into simultaneously with this
Agreement. Manager shall not charge any management fee, commission, or override
for performing the services of Manager as set forth in this Agreement.

3. TERM OF AGREEMENT:

The original term of this Agreement shall be January 1, 2006
through December 31, 2006, inclusive and this Agreement shall automatically
continue in force for subsequent calendar years unless amended or modified by
the Companies.

4. APPROVAL BY BOARD OF DIRECTORS:

The Management Services provided to each Company shall be subject to
the review and approval of the Board of Directors of each Company. The Board of
Directors of each Company shall, at least annually, approve the scope of service
to be provided by the Manager. At least annually, the Manager will report to
each Company the allocation of expenses as set forth in the Expense Allocation
Agreement, and that allocation shall be subject to the review and approval of
the Board of Directors of each Company.

5. AMENDMENT:

This Agreement cannot be amended except in writing signed by authorized
representatives of the Companies in this Agreement.

6. SEVERABILITY:

If any part of this Agreement shall be held invalid for any reason
(based upon any applicable insurance statute, rule or regulation or otherwise is
disapproved by a governing Insurance Department) such invalidity shall not
affect any part of this Agreement and the other parts of this Agreement shall
remain in full force and effect.

Exhibit 2.1 / EXHIBIT D, APPENDIX D, FORM A
PROASSURANCE MANAGEMENT SERVICES AGREEMENT

The Companies have entered into this Agreement on this date September 1, 205.

PROASSURANCE CORPORATION
ATTEST:
By: /s/ Victor T. Adamo
/s/ Kathryn A. Neville -----------------------
- ---------------------- Its: President

MEDICAL ASSURANCE, INC.
ATTEST:
By: /s/ James J. Morello
/s/ Kathryn A. Neville ------------------------
- ---------------------- Its: Treasurer