Exhibit 2.1                                                       EXECUTION COPY


                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement"),  dated as of December
8, 2005, by and between PROASSURANCE CORPORATION, a Delaware corporation ("PRA")
and PHYSICIANS INSURANCE COMPANY OF WISCONSIN, INC., a Wisconsin stock insurance
corporation ("PIC WISCONSIN").

                                   WITNESSETH:

     WHEREAS,  PRA is an insurance  holding company which provides,  through its
insurance subsidiaries, medical professional liability insurance; and

     WHEREAS, PIC WISCONSIN is an insurance company which provides, directly and
through its subsidiaries, medical professional liability insurance to physicians
and other health care providers; and

     WHEREAS,  the Boards of Directors of PRA and PIC WISCONSIN have  determined
that it is in the best interests of their respective  companies and shareholders
for PRA to acquire  PIC  WISCONSIN  through  the  consummation  of the  business
combination transaction provided for in this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants,  representations,
warranties  and  agreements  contained in this  Agreement,  and  intending to be
legally bound by this Agreement, the parties to this Agreement agree as follows:

                                   ARTICLE 1

                               FORMATION OF NEWCO
                               ------------------

     1.1 Formation.  Between the date hereof and the Closing Date (as defined in
Section 9.1 of this  Agreement),  PRA shall cause to be formed as a wholly owned
subsidiary  of PRA a  newly  organized  stock  corporation  under  the  name  of
Physicians  Merger Company  pursuant to Wisconsin  Statutes,  Chapter 180 or, if
required  to effect the Merger  (defined in Section  2.1 of this  Agreement),  a
newly  organized  stock  insurance  corporation  pursuant to Wisconsin  Statutes
Chapter 611 ("NEWCO").  Prior to the Closing Date (as defined in Section 10.1 of
this  Agreement),  NEWCO shall not engage in any business  activities other than
those business  activities that are expressly  provided for in this Agreement or
are necessary to complete the transactions provided for in this Agreement.

     1.2 Issuance of Stock.  Prior to the Closing Date, PRA shall cause NEWCO to
have authorized  1,000 shares of common stock par value $1.00 per share,  all of
which shall be issued and held by PRA.

     1.3 Board of  Directors  and  Officers  of NEWCO.  PRA shall be entitled to
elect the initial members of the Board of Directors and the initial  officers of
NEWCO.


                                       1



                                   ARTICLE 2

                                   THE MERGER
                                   ----------

     2.1 Merger.  Subject to the terms and  conditions of this  Agreement and in
accordance with the Wisconsin  Statutes  Sections  611.72,  180.1101,  180.1103,
180.1105 and 180.1106  (collectively,  the "Merger Statutes"),  at the Effective
Time (as defined in Section 2.2 of this  Agreement),  NEWCO shall merge with and
into  PIC  WISCONSIN  (the  "Merger").  PIC  WISCONSIN  shall  be the  surviving
corporation in the Merger (the "Surviving Corporation"),  and shall continue its
corporate existence under the laws of the State of Wisconsin.  Upon consummation
of the Merger, the separate corporate existence of NEWCO shall terminate.

     2.2 Effective  Time.  Subject to the provisions of this  Agreement,  and in
connection  with the  Closing (as  defined in Section  10.1 of this  Agreement),
articles of merger (the  "Articles of Merger")  will be filed with the Office of
the Commissioner  ("OCI") of Wisconsin as required by the Merger  Statutes.  The
parties will make all other filings or  recordings as may be required  under any
other  applicable  laws of the State of  Wisconsin,  and the Merger  will become
effective when the Articles of Merger are filed with the OCI of Wisconsin, or at
such  later  date or time as PRA and PIC  WISCONSIN  agree  and  specify  in the
Articles of Merger (the time the Merger  comes  effective  being the  "Effective
Time").

     2.3 Effects of Merger.  At and after the Effective  Time,  the Merger shall
have the effects  set forth in this  Agreement,  the  Articles of Merger and the
Merger Statutes. At the Effective Time, (i) all rights, franchises, licenses and
interests of PIC WISCONSIN in and to every type of property,  real, personal and
mixed,  and all choses in action of PIC WISCONSIN shall continue  unaffected and
uninterrupted by the Merger and shall accrue to the Surviving Corporation;  (ii)
all rights, franchises,  licenses and interests of NEWCO in and to every type of
property,  real,  personal  and mixed,  and all choses in action of NEWCO  shall
continue  unaffected  and  uninterrupted  by the Merger and shall  accrue to the
Surviving  Corporation;  (iii) all  obligations  and  liabilities  of NEWCO then
outstanding shall become and be obligations of the Surviving  Corporation;  (iv)
all obligations and liabilities of PIC WISCONSIN then  outstanding  shall become
and be obligations of the Surviving Corporation; and (v) no action or proceeding
then  pending and to which PIC  WISCONSIN or NEWCO is a party shall be abated or
discontinued   but  may  be  prosecuted  to  final  judgment  by  the  Surviving
Corporation.

     2.4 NEWCO Shares.  At the Effective  Time, the shares of NEWCO common stock
issued and  outstanding  prior to the  Effective  Time shall  convert  into such
number of shares of common stock of the Surviving Corporation as will enable the
Surviving  Corporation to meet the minimum capital requirements under applicable
state insurance laws and  regulations.  It is the intention of the parties that,
immediately  after the  Effective  Time,  PRA shall  own all of the  issued  and
outstanding shares of common stock of the Surviving Corporation.

     2.5 Conversion of PIC WISCONSIN Common Stock.

     (a) At the Effective Time, each share of PIC WISCONSIN  common stock issued
and outstanding  immediately  prior to Merger (the "PIC WISCONSIN Common Stock")
shall be converted into the right to receive such number of shares of PRA Common
Stock (as  defined  in Section  5.3 of this  Agreement)  determined  based on an
exchange ratio (the "Exchange Ratio"). The Exchange Ratio shall be determined as
follows:

                                       2



          (i) If the PRA Closing Stock Price (as defined  below) is greater than
     120% of the PRA Agreement Stock Price (as defined below), then the Exchange
     Ratio will  equal the number  obtained  by  dividing  (A) $5,000 by (B) the
     product of (x) 1.20 and (y) the PRA Agreement Stock Price;

          (ii) If the PRA Closing Stock Price is less than or equal to 120%, but
     more than 80%, of the PRA Agreement  Stock Price,  then the Exchange  Ratio
     will  equal the  number  obtained  by  dividing  (A)  $5,000 by (B) the PRA
     Closing Stock Price; or

          (iii) If the PRA  Closing  Stock Price is less than or equal to 80% of
     the PRA  Agreement  Stock  Price,  then the  Exchange  Ratio will equal the
     number  obtained by  dividing  (A) $5,000 by (B) the product of (x) .80 and
     (y) the PRA Agreement Stock Price.

By way of example, (i) if the PRA Agreement Stock Price is $50 per share and the
PRA Closing  Stock Price is $60 per share,  the Exchange  Ratio will equal 83.33
(i.e.  $5,000 divided by $60 per share) and each issued and outstanding share of
PIC  WISCONSIN  Common Stock will be converted  at the  Effective  Time into the
right to receive 83.33 shares of PRA Common Stock, and (ii) if the PRA Agreement
Stock Price is $50 per share,  but the PRA Closing Stock Price is $40 per share,
the  Exchange  Ratio will equal 125 (i.e.  $5,000  divided by $40 per share) and
each  issued  and  outstanding  share  of PIC  WISCONSIN  Common  Stock  will be
converted  at the  Effective  Time into the right to  receive  125 shares of PRA
Common Stock.

     (b) For  purposes  hereof,  "PRA  Agreement  Stock  Price"  shall  mean the
arithmetic  average of the last reported  sales price of one share of PRA Common
Stock as reported on the NYSE (as defined in Section  4.5(c) of this  Agreement)
for the ten (10) trading days  preceding  the date of this  Agreement,  and "PRA
Closing  Stock Price"  shall mean the  arithmetic  average of the last  reported
sales price of one share of PRA Common Stock as reported on the NYSE for the ten
(10) trading days preceding the Effective Time. For purposes hereof,  the number
of shares of PRA Common  Stock into which each issued and  outstanding  share of
PIC WISCONSIN  Common Stock is converted  based on the Exchange Ratio is defined
as the "Merger Consideration".

     (c) 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
therefor.

     2.6  No  Fractional   Shares.  No  certificates  or  scrip  representing  a
fractional  share  of PRA  Common  Stock  (as  defined  in  Section  5.3 of this
Agreement)  shall be issued upon the  surrender  of PIC  WISCONSIN  Common Stock
certificates  for  exchange;  no dividend or  distribution  with  respect to PRA
Common Stock shall be payable on or with respect to any  fractional  share;  and
such  fractional  share interests shall not entitle the owner thereof to vote or
to any other  rights of a  stockholder  of PRA.  In lieu of any such  fractional
share,  PRA shall pay to each former  holder of PIC  WISCONSIN  Common Stock who
otherwise would be entitled to receive a fractional share of PRA Common Stock an
amount in cash  determined by  multiplying  the  fractional  share of PRA Common
Stock to which such holder would otherwise be entitled by the Exchange Ratio.

                                       3



     2.7 PIC WISCONSIN  Long-Term Stock Plan. All outstanding  awards ("Awards")
under the PIC WISCONSIN  Long-Term  Stock Plan,  updated  December 15, 2004 (the
"Stock  Plan")  at the  Effective  Time  shall be vested  and the  shares of PIC
WISCONSIN  Common Stock  subject to the Awards shall be issued to the holders of
the Awards in  accordance  with the terms of the Stock  Plan.  The shares of PIC
WISCONSIN  Common Stock so issued pursuant to the Awards shall be converted into
and exchanged for shares of PRA Common Stock in accordance  with the  provisions
of Section  2.5(a) of this  Agreement as if such shares had been  outstanding at
the Effective Time. Notwithstanding the foregoing, the holder of an Award may at
any time prior to the Effective Time deliver written notice to PRA of his or her
intention to require PIC  WISCONSIN to  repurchase  the shares of PIC  WISCONSIN
Common Stock subject to any or all of the Awards issued to such holder or in the
alternative,  PRA may by delivery of written  notice  request PIC  WISCONSIN  to
repurchase the shares of PIC WISCONSIN Common Stock subject to the Awards issued
under the Stock Plan (shares to be so repurchased in either event being referred
to as the "Repurchased Shares"), in which event such Repurchased Shares shall be
converted  into the right to receive  cash in an amount equal to $5,000 for each
Repurchased Share at the Effective Time and the Repurchased  Shares shall not be
converted  into and exchanged for shares of PRA Common Stock in accordance  with
the  provisions  of  Section  2.5(a) of this  Agreement.  PRA shall  assume  the
obligation to repurchase the Repurchased Shares from holders of Awards under the
Stock  Plan and  shall pay the cash  price to such  holders  promptly  after the
Effective Time.

     2.8 Merger  Tax  Consequences.  It is  intended  (i) that the Merger  shall
constitute a  reorganization  within the meaning of Section  368(a)(1)(A) of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  and (ii) that this
Agreement  shall  constitute  a "plan of  reorganization"  for the  purposes  of
Section 368 of the Code.

     2.9 Surviving  Corporation Articles of Incorporation.  Subject to the terms
and  conditions  of this  Agreement,  at the  Effective  Time,  the  Articles of
Incorporation  of PIC WISCONSIN  then in effect shall be, and shall  continue in
effect as, the Articles of  Incorporation  of the Surviving  Corporation,  until
amended in accordance with applicable law.

     2.10 Surviving  Corporation Bylaws.  Subject to the terms and conditions of
this  Agreement,  at the Effective  Time,  the Bylaws of PIC  WISCONSIN  then in
effect  shall be, and shall  continue in effect as, the Bylaws of the  Surviving
Corporation, until amended in accordance with applicable law.

     2.11 Surviving Corporation  Management and Officers. At the Effective Time,
the  directors  of  NEWCO  shall  be the  Board of  Directors  of the  Surviving
Corporation  until their successors are elected and qualified.  At the Effective
Time, the officers of PIC WISCONSIN, as the surviving corporation in the Merger,
shall  continue  as  the  Officers  of the  Surviving  Corporation  until  their
successors are elected and qualified.

                                       4



     2.12 Advisory Committees.

     (a) PRA shall offer to each  Person who, as of the date of this  Agreement,
is a member  of the  Board of  Directors  of PIC  WISCONSIN  , but is  neither a
full-time employee of PIC WISCONSIN nor a Selected Person (as defined in Section
2.17 of this  Agreement),  a Consulting  and  Noncompetition  Agreement  (each a
"Consulting Agreement"),  substantially in the form set forth in Section 2.12(a)
of the PRA Disclosure  Schedule.  Pursuant to his or her  Consulting  Agreement,
each such Person shall be paid a monthly consulting fee through June 30, 2007 in
the following  amounts:  the current  Chairman and Vice Chairman of the Board of
Directors of PIC WISCONSIN shall receive $2,000 per month, and all other Persons
shall receive $1,500 per month.  Notwithstanding  the foregoing,  no fees of any
type  shall be paid to such  Person  unless  he or she  shall  have  executed  a
Consulting  Agreement.  PRA shall  cause each Person who  executes a  Consulting
Agreement to be appointed to a  transition  committee  maintained  by PRA or its
Subsidiaries. Such transition committee shall be chaired by the current Chairman
of the Board of Directors of PIC WISCONSIN  and shall  provide  advice as to the
transition of PIC WISCONSIN's business after the Merger.

     (b) After June 30, 2007, PRA will maintain a physician  underwriting/claims
committee for the State of Wisconsin (the "Wisconsin Advisory  Committee").  The
members of the  Wisconsin  Advisory  Committee  shall  consist of the  physician
members of the Board of  Directors  of PIC  WISCONSIN.  The  Wisconsin  Advisory
Committee shall provide advice as to underwriting  and claims matters  regarding
medical professional liability insurance.  The members of the Wisconsin Advisory
Committee  shall receive the same per diem rate as paid by PRA to such committee
members in other states or regions.

     2.13 PRA Common Stock.  At and after the Effective  Time, each share of PRA
Common Stock issued and  outstanding  immediately  prior thereto shall remain an
issued and outstanding share of common stock of PRA and shall not be affected by
the Merger.

     2.14 PRA Stock Options.  At and after the Effective Time, each stock option
granted by PRA to purchase  shares of PRA Common Stock which is outstanding  and
unexercised  immediately  prior thereto  shall  continue to represent a right to
acquire  shares of PRA Common Stock and shall  remain an issued and  outstanding
option to purchase from PRA shares of PRA Common Stock in the same amount and at
the same exercise price subject to the terms of the PRA stock option plans under
which they were issued and the  agreements  evidencing  grants  thereunder,  and
shall not be affected by the Merger.

     2.15 PRA Certificate of Incorporation.  Subject to the terms and conditions
of this Agreement,  at the Effective Time, the Certificate of  Incorporation  of
PRA then in effect shall be, and shall continue in effect as, the Certificate of
Incorporation of PRA until thereafter amended in accordance with applicable law.

     2.16 PRA Bylaws. Subject to the terms and conditions of this Agreement,  at
the  Effective  Time,  the  Bylaws  of PRA then in effect  shall  be,  and shall
continue in effect as, the Bylaws of PRA until thereafter  amended in accordance
with applicable law.

                                       5



     2.17 PRA Board of Directors. PIC WISCONSIN may nominate one person who is a
physician  for  election as a director of PRA and PRA shall cause such person to
be elected as a director of PRA promptly after the Closing Date. Notwithstanding
anything to the contrary in the Bylaws of PRA, the  Nominating  Committee of the
Board of Directors of PRA shall  nominate the person so selected by the Board of
Directors  of PIC  WISCONSIN  (the  "Selected  Person") for election at the next
annual meeting of the  stockholders  of PRA to the board for a term of three (3)
years, provided the Selected Person (i) consents to being named as a director in
the proxy  statement of PRA for such annual meeting and to serving as a director
of PRA, (ii) provides such information  relating to him or her as is required to
be disclosed in such proxy  statement  under  Regulation  14A of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and (iii) qualifies as an
independent  director under the policy  established by the Board of Directors of
PRA for determining director  independence.  The Board of Directors of PRA shall
recommend  to the  stockholders  of PRA that they vote for the  election  of the
Selected  Person as a director  of PRA in such  proxy  statement.  The  Selected
Person may serve additional three-year terms subject to the rules and nomination
procedures generally applicable to all PRA directors.

     2.18 Insurance Operations.  It is the intention of the parties,  subject to
operating  constraints,  to maintain the PIC WISCONSIN home office (the "Madison
Office") as a PRA regional  office with a substantial  number of staff positions
for the  conduct of  insurance  operations  in the  Northwest  region  after the
Merger.  The  Northwest  region will  consist of the states of Iowa,  Minnesota,
Nebraska,  Nevada,  North Dakota,  South Dakota and  Wisconsin.  Initially,  PIC
WISCONSIN  would  operate  as a distinct  operating  division  reporting  to the
ProAssurance  Professional Liability Group with such consolidation of operations
into  PRA  as is  reasonably  required  to  support  the  accounting,  financial
reporting and SOX (as defined in Section  4.7(h) of this  Agreement)  compliance
obligations  of  PRA.  Over a time  period  of two (2) to five  (5)  years,  PIC
WISCONSIN  will move to the PRA  regional  structure,  or such  other  operating
structure as PRA is using at that time.  The Madison  Office will  continue as a
regional  office  of PRA  providing  claims,  underwriting,  marketing  and risk
management  services for the Northwest region.  PRA may, after the Closing Date,
modify or  change  the  operating  structure  in the  exercise  of its  business
judgment.

     2.19 Anti-Dilution Provisions.

     (a) In the event PRA issues (or provides for or  establishes  a record date
for the issuance of) with respect to, or provides for the exchange of, shares of
PRA Common Stock issued and outstanding  prior to the Effective Time as a result
of  warrants,   rights,  a  stock  split,   stock  dividend,   recapitalization,
reclassification,  or similar  transaction and the record date therefor shall be
on or prior to the Effective  Time, the Exchange Ratio shall be  proportionately
and appropriately adjusted, to reflect the economic substance of the event, in a
manner that is mutually acceptable;  provided,  however, that no such adjustment
shall be made with regard to PRA Common Stock if PRA issues additional shares of
Common Stock and receives fair market value consideration for such shares.

     (b) In the event PIC WISCONSIN issues,  provides a right to, or establishes
a record date for, the issuance of  additional  shares of PIC  WISCONSIN  Common
Stock with respect to, or provides for the  exchange of,  outstanding  shares of
PIC  WISCONSIN  Common  Stock as a result of warrants or rights,  a stock split,
stock  dividend,  recapitalization,   reclassification  or  similar  transaction
(including,  without  limitation,  the  exchange  of  Rights  for  shares of PIC
WISCONSIN Common Stock under the Rights  Agreement  described in Section 4.25 of
this  Agreement)  and the  record  date  therefor  shall  be on or  prior to the
Effective Time, the Exchange Ratio shall be  proportionately  and  appropriately
adjusted  to reflect the  economic  substance  of the effect of the event,  in a
manner that is mutually acceptable;  provided,  however, that no such adjustment
shall be made with regard to the issuance of PIC WISCONSIN Common Stock pursuant
to the Stock Plan.

                                       6



                                   ARTICLE 3

                               EXCHANGE PROCEDURES
                               -------------------

     3.1 Exchange Agent. Prior to the mailing of the Proxy Statement (as defined
in Section 4.5(c) of this Agreement),  PRA shall appoint a bank or trust company
to act as an  exchange  agent  who shall be  acceptable  to PIC  WISCONSIN  (the
"Exchange Agent") for the payment of the Merger Consideration. PRA shall pay the
charges and expenses of the Exchange Agent.

     3.2 Exchange Procedures.

     (a) Prior to the Effective  Time, PRA shall deposit with the Exchange Agent
(or otherwise make available to the reasonable satisfaction of PIC WISCONSIN and
the Exchange  Agent),  for the benefit of the holders of shares of PIC WISCONSIN
Common  Stock,  for  exchange  through  the  Exchange  Agent,  the  certificates
representing  shares of PRA  Common  Stock for the  Merger  Consideration  (such
shares of PRA Common Stock  together  with any dividends or  distributions  with
respect to such shares with a record date after the Effective  Time and any cash
payable  in lieu of any  fractional  shares  pursuant  to this  Agreement  being
hereinafter  referred  to as the  "Exchange  Fund")  issuable  pursuant  to this
Agreement in exchange for outstanding shares of PIC WISCONSIN Common Stock.

     (b) Promptly after the Effective  Time, but no later than ten (10) business
days  following  the Effective  Time,  PRA will send or cause to be sent to each
person who was a record holder of PIC WISCONSIN Common Stock immediately  before
the  Effective  Time  transmittal  materials  for  exchanging  the  certificates
representing  PIC WISCONSIN Common Stock ("Old  Certificates")  for certificates
representing  PRA Common Stock ("New  Certificates").  Upon surrender of the Old
Certificate  for  cancellation  to the Exchange  Agent,  together  with the duly
executed transmittal  materials,  and such other documents as the Exchange Agent
may reasonably require,  the holder of such Old Certificate shall be entitled to
receive in  exchange  therefor a  certificate  representing  that  number of New
Certificates  which  such  holder has the right to receive in respect of the Old
Certificates  surrendered  pursuant to the provisions of this Section 3.2 (after
taking into account all shares of PIC  WISCONSIN  Common Stock then held by such
holder) and any check in respect of dividends or distributions or for fractional
shares that the holder will be entitled to receive (without  interest),  and the
Old Certificates so surrendered shall forthwith be canceled. Neither PRA nor the
Surviving  Corporation shall be obligated to deliver the Merger Consideration to
which any former record  holder of PIC  WISCONSIN  Common Stock is entitled as a
result of the Merger until such record holder  surrenders his or her certificate
or  certificates  representing  the  shares of PIC  WISCONSIN  Common  Stock for
exchange as provided in this Section 3.2.

                                       7



     (c) At the Effective  Time, the stock transfer books of PIC WISCONSIN shall
be closed as to holders of PIC WISCONSIN Common Stock  immediately  prior to the
Effective Time, and no transfer of PIC WISCONSIN Common Stock by any such record
holder shall thereafter be made or recognized. Until surrendered for exchange in
accordance with the provisions of this Section 3.2, each certificate theretofore
representing  shares of PIC  WISCONSIN  Common  Stock  shall  from and after the
Effective  Time  represent for all purposes only the right to receive the Merger
Consideration  provided in this  Agreement in exchange  therefor.  To the extent
permitted by law, former  shareholders  of record of PIC WISCONSIN  Common Stock
shall be  entitled  to vote after the  Effective  Time at any meeting of the PRA
stockholders  the  number  of  shares  of PRA  Common  Stock  into  which  their
respective  shares of PIC WISCONSIN  Common Stock are  converted,  regardless of
whether such holders have exchanged their  certificates for PIC WISCONSIN Common
Stock for certificates representing the PRA Common Stock.

     (d) Any other  provision of this  Agreement  notwithstanding,  none of PRA,
NEWCO,  the Surviving  Corporation,  or the Exchange  Agent shall be liable to a
holder of PIC WISCONSIN Common Stock for any amounts paid or property  delivered
in good faith to a public official pursuant to any applicable abandoned property
law.

     3.3 Lost or Stolen  Certificates.  If any  holder of PIC  WISCONSIN  Common
Stock  convertible  into the right to receive  shares of the PRA Common Stock is
unable to deliver the certificate  which  represents  such shares,  the Exchange
Agent,  in the absence of actual  notice that any such shares have been acquired
by a bona fide purchaser,  shall deliver to such holder the Merger Consideration
to which  the  holder is  entitled  for such  shares  upon  presentation  of the
following: (i) evidence to the reasonable satisfaction of the Exchange Agent and
PRA that any such certificate has been lost, wrongfully taken or destroyed; (ii)
such security or indemnity as may be reasonably  requested by the Exchange Agent
or PRA to indemnify  and hold PRA and the  Exchange  Agent  harmless;  and (iii)
evidence  satisfactory  to the  Exchange  Agent and PRA that such  person is the
owner of the shares theretofore  represented by each certificate  claimed by the
holder to be lost,  wrongfully  taken or  destroyed  and that the  holder is the
person who would be entitled to present such  certificate for exchange  pursuant
to this Agreement.

     3.4  Dividends  and  other  Distributions.  Whenever  a  dividend  or other
distribution  is declared on the PRA Common Stock,  the record date for which is
at or after the Effective Time, the declaration shall include dividends or other
distributions  on all shares of the PRA Common Stock  issuable to holders of PIC
WISCONSIN  Common  Stock under this  Agreement.  Notwithstanding  the  preceding
sentence,  any person  holding any  certificate  for PIC WISCONSIN  Common Stock
after the Effective  Time shall not be entitled to receive any dividend or other
distribution  payable  after the  Effective  Time to  holders  of the PRA Common
Stock, which dividend or other distribution is attributable to such person's PIC
WISCONSIN  Common Stock until such person  surrenders  said  certificate for PIC
WISCONSIN  Common  Stock  for  exchange  as  provided  in  Section  3.2 of  this
Agreement.  However,  upon surrender of such  certificate,  the PRA Common Stock
certificate   (together   with  all   such   undelivered   dividends   or  other
distributions,  without interest) shall be delivered and paid (without interest)
with respect to each share  represented  by such  certificate  for PIC WISCONSIN
Common Stock.

                                       8



     3.5  Exchange   Fund.  Any  portion  of  the  Exchange  Fund  that  remains
undistributed  to the holders of PIC  WISCONSIN  Common Stock for six (6) months
after the Effective Time shall be delivered to PRA, upon demand, and any holders
of PIC  WISCONSIN  Common  Stock  who have not  theretofore  complied  with this
Agreement  shall  thereafter look only to PRA for payment of their claim for any
shares  of PRA  Common  Stock,  any cash in lieu of  fractional  shares  and any
dividends or distributions with respect to PRA Common Stock.

     3.6  Withholding.  PRA or the Exchange Agent will be entitled to deduct and
withhold from the consideration  otherwise payable pursuant to this Agreement or
the  transactions  contemplated  thereby to any holder of PIC  WISCONSIN  Common
Stock such amounts as PRA (or any Affiliate (as defined in Section 10.17 of this
Agreement)  thereof) or the  Exchange  Agent are required to deduct and withhold
with respect to the making of such  payment  under the Code,  or any  applicable
provision of U.S. federal,  state, local or non-U.S. tax law. To the extent that
such amounts are properly  withheld by PRA or the Exchange Agent,  such withheld
amounts will be treated for all  purposes of this  Agreement as having been paid
to the  holder  of the PIC  WISCONSIN  Common  Stock  in  respect  of whom  such
deduction and withholding were made by PRA or the Exchange Agent.

     3.7 Dissenting Shareholders.  Notwithstanding anything in this Agreement to
the contrary,  each share of PIC WISCONSIN  Common Stock that is held by persons
who  dissent  from the Merger and fully  comply with the  provisions  of Section
611.785 and Sections 180.1301-180.1331 of the Wisconsin Statutes (the "Dissenter
Provisions")  shall not be  converted  into or be  exchanged  for  shares of PRA
Common Stock. Instead, (i) the holders of such shares (the "Dissenting Shares"),
upon compliance  with the  requirements  of the Dissenter  Provisions,  shall be
entitled  to  payment of the fair value of such  shares in  accordance  with the
Dissenter  Provisions,  accompanied  with  the  items as set  forth  in  Section
180.1325 of the Wisconsin Statutes;  (ii) each of the Dissenting Shares shall be
canceled and  extinguished;  and (iii) if any holder of Dissenting  Shares shall
subsequently withdraw his demand for payment of the fair value of such shares in
accordance  with the  Dissenter  Provisions  or shall  deliver the  certificates
representing  such shares for exchange into PRA Common Stock,  such holder shall
forfeit  the right to payment of the fair value of such  shares and such  shares
shall  thereupon be deemed to have been  converted into the right to receive PRA
Common Stock.

                                   ARTICLE 4

                 REPRESENTATIONS AND WARRANTIES OF PIC WISCONSIN
                 -----------------------------------------------

     PIC WISCONSIN  represents and warrants to PRA that the statements contained
in this Article 4 are correct and complete as of the date of this  Agreement and
will be correct and  complete as of the Closing Date (as though made then and as
though  the  Closing  Date  was  substituted  for the  date  of  this  Agreement
throughout  this Article),  except (i) as set forth in the  disclosure  schedule
delivered  by PIC  WISCONSIN  to PRA on the date  hereof  and  initialed  by the
parties (the "PIC WISCONSIN  Disclosure  Schedule"),  or (ii) for any changes to
the PIC WISCONSIN Disclosure Schedule that are disclosed by PIC WISCONSIN to PRA
in accordance with Section 7.9(b) of this Agreement, or (iii) to the extent such
representations  and warranties speak as of an earlier date.  Nothing in the PIC
WISCONSIN  Disclosure Schedule shall be deemed adequate to disclose an exception
to a representation or warranty made herein unless the PIC WISCONSIN  Disclosure
Schedule  identifies  the  exception  with  reasonable  particularity.  The  PIC
WISCONSIN  Disclosure  Schedule will be arranged in paragraphs  corresponding to
the lettered  and  numbered  paragraphs  contained  in this  Article;  provided,
however,  (i) that  each  exception  set forth in the PIC  WISCONSIN  Disclosure
Schedule  shall be deemed  disclosed  for  purposes of all  representations  and
warranties  if such  exception is  contained  in a section of the PIC  WISCONSIN
Disclosure  Schedule  corresponding to a Section in this Article 4, and (ii) the
mere  inclusion of an exception in the PIC WISCONSIN  Disclosure  Schedule shall
not be deemed an admission by PIC  WISCONSIN  that such  exception  represents a
material  fact,  event or  circumstance  or would  result in a material  adverse
effect or material  adverse change.  All documents and  instruments  attached as
exhibits or annexes to the PIC WISCONSIN Disclosure Schedule are incorporated by
reference into the PIC WISCONSIN Disclosure Schedule.

                                       9



     4.1 Corporate Organization.  PIC WISCONSIN is a stock insurance corporation
duly organized, validly existing under the laws of the State of Wisconsin and is
not  delinquent in filing any reports  required to be filed in order to maintain
its  existence.  PIC WISCONSIN  has the corporate  power and authority to own or
lease all of its properties and assets and to carry on its business as it is now
being  conducted,  and is duly  licensed  or  qualified  to do  business in each
jurisdiction  in  which  the  nature  of  the  business  conducted  by it or the
character or location of the  properties  and assets owned or leased by it makes
such  licensing or  qualification  necessary,  except where the failure to be so
licensed or qualified  would not have a Material  Adverse  Effect (as defined in
Section  10.17(a) of this  Agreement) on PIC  WISCONSIN.  Section 4.1 of the PIC
WISCONSIN Disclosure Schedule identifies the type of insurance products that PIC
WISCONSIN is authorized or licensed to offer in each state.  PIC WISCONSIN  does
not  offer  any  insurance  products  in any  jurisdiction  where it is  neither
authorized nor licensed to offer such insurance  products.  All of such licenses
are in full force and effect and there is no proceeding or investigation pending
or, to the  Knowledge of PIC  WISCONSIN,  threatened  which would  reasonably be
expected to lead to the  revocation,  amendment,  failure to renew,  limitation,
suspension or restriction of such license.

     4.2 Subsidiaries.

     (a) Section 4.2(a) of the PIC WISCONSIN  Disclosure Schedule sets forth the
name and state of  incorporation  or organization of each Subsidiary (as defined
in Section  10.17(a) of this  Agreement)  of PIC WISCONSIN  (the "PIC  WISCONSIN
Subsidiaries").  Each PIC WISCONSIN Subsidiary (i) is duly organized and validly
existing as a corporation  under the laws of its  jurisdiction of  organization,
(ii) is duly qualified to do business and in good standing in all  jurisdictions
(whether  federal,  state,  local or foreign)  where its ownership or leasing of
property or the conduct of its business  requires it to be so  qualified  and in
which the failure to be so qualified would have a Material Adverse Effect on PIC
WISCONSIN,  and (iii) has all requisite  corporate power and authority to own or
lease its properties and assets and to carry on its business as now conducted.

                                       10



     (b) Section 4.2(b) of the PIC WISCONSIN  Disclosure Schedule identifies the
PIC  WISCONSIN  Subsidiaries  that  offer  insurance  and the  states  or  other
jurisdictions in which they are authorized or licensed to conduct business,  and
the type of insurance  products that they are authorized or licensed to offer in
each such state (the "PIC WISCONSIN Insurance  Subsidiaries").  No PIC WISCONSIN
Insurance  Subsidiary offers any insurance products in any jurisdiction where it
is neither  authorized  nor  licensed  to offer  such  insurance  products.  The
business  of each  PIC  WISCONSIN  Insurance  Subsidiary  has  been and is being
conducted in compliance with all of its licenses in all material  respects.  All
of such  licenses  are in full force and effect  and there is no  proceeding  or
investigation  pending or, to the Knowledge of PIC WISCONSIN,  threatened  which
would  reasonably be expected to lead to the revocation,  amendment,  failure to
renew, limitation, suspension or restriction of such license.

     (c) Except as set forth in Section  4.2(c) of the PIC WISCONSIN  Disclosure
Schedule,  PIC WISCONSIN is,  directly or indirectly,  the record and beneficial
owner  of all of the  outstanding  shares  of  capital  stock of each of the PIC
WISCONSIN  Subsidiaries.  There  are  no  irrevocable  proxies  granted  by  PIC
WISCONSIN or any PIC WISCONSIN Subsidiary with respect to such shares. There are
no equity  securities of any of the PIC WISCONSIN  Subsidiaries  that are or may
become required to be issued by reason of any option,  warrants,  scrip, rights,
to subscribe to, calls or commitments of any character  whatsoever  relating to,
or securities or rights  convertible  into or  exchangeable  for,  shares of any
capital stock of any of the PIC WISCONSIN  Subsidiaries except shares of the PIC
WISCONSIN Subsidiaries issued to other wholly owned PIC WISCONSIN  Subsidiaries.
There are no contracts, commitments, understandings or arrangements by which any
of the PIC WISCONSIN  Subsidiaries  is bound to issue  additional  shares of its
capital  stock or  options,  warrants  or  rights to  purchase  or  acquire  any
additional  shares  of its  capital  stock  or  securities  convertible  into or
exchangeable  for  such  shares.   All  of  the  shares  of  the  PIC  WISCONSIN
Subsidiaries  described in the first sentence of this Section 4.2(c) are validly
issued, fully paid and nonassessable  (subject to Section  180.0622(2)(b) of the
Wisconsin  Statutes,  as judicially  interpreted,  to the extent applicable) and
free of  preemptive  rights,  and are owned by PIC  WISCONSIN or a PIC WISCONSIN
Subsidiary  free and clear of any and all Liens (as defined in Section  10.17(a)
of this  Agreement) and free and clear of any claim,  right or option to acquire
any such shares.

     (d) No PIC WISCONSIN  Subsidiary  is the record or beneficial  owner of any
shares of PIC WISCONSIN Common Stock.

     4.3 Corporate Affairs.

     (a) PIC WISCONSIN has made available to PRA correct and complete  copies of
the Articles of  Incorporation  and Bylaws of PIC  WISCONSIN and each of the PIC
WISCONSIN Subsidiaries (as amended to date). PIC WISCONSIN has made available to
PRA all of the  minute  books  containing  the  records of the  meetings  of the
shareholders, the board of directors and any committee of the board of directors
of PIC  WISCONSIN  and  each  of the  PIC  WISCONSIN  Subsidiaries  (except  for
confidential  portions of such minutes relating to the Merger, but provided that
the  availability  of  such  information  is  subject  to  Section  7.3 of  this
Agreement). The minute books of PIC WISCONSIN and the PIC WISCONSIN Subsidiaries
reflect all of the material actions taken by each of their respective  Boards of
Directors (including each committee thereof) and shareholders. PIC WISCONSIN has
made  available  to PRA all of the stock  ledgers of PIC  WISCONSIN  and the PIC
WISCONSIN Subsidiaries.

                                       11



     (b) The minute  books and stock  ledgers of PIC  WISCONSIN  accurately  and
completely  list and describe all  issuances,  transfers  and  cancellations  of
shares of capital stock of PIC WISCONSIN.  The minute books and stock ledgers of
each PIC WISCONSIN  Subsidiary  accurately and completely  list and describe all
issuances,  transfers and  cancellations  of shares of capital stock of such PIC
WISCONSIN Subsidiary.

     4.4 Capitalization.

     (a) The  authorized  capital stock of PIC  WISCONSIN  consists of 1,000,000
shares,  all of which are  designated  as common  stock.  As of the date of this
Agreement,  19,649.7  shares of common  stock of PIC  WISCONSIN  were issued and
outstanding  and 6,772.37  shares of common stock of PIC WISCONSIN  were held in
treasury.  All of the  issued  and  outstanding  shares of  common  stock of PIC
WISCONSIN  have been duly  authorized  and  validly  issued and are fully  paid,
nonassessable  (subject to Section  180.0622(2)(b) of the Wisconsin Statutes, as
judicially interpreted, to the extent applicable) and free of preemptive rights.
As of the date of this  Agreement,  PIC WISCONSIN does not have and is not bound
by any  outstanding  subscriptions,  options,  warrants,  calls,  commitments or
agreements of any  character  calling for the purchase or issuance of any shares
of PIC WISCONSIN Common Stock or any other equity securities of PIC WISCONSIN or
any  securities  representing  the right to  purchase or  otherwise  receive any
shares of PIC  WISCONSIN  Common  Stock or any other  equity  securities  of PIC
WISCONSIN  except for (i) 91.5 shares of PIC WISCONSIN Common Stock to be issued
pursuant  to  unvested  awards  under  the  Stock  Plan and (ii)  shares  of PIC
WISCONSIN  Common  Stock  that may be  required  to be issued  under the  Rights
Agreement (as defined in Section 4.25 of this Agreement). As of the date of this
Agreement no shares of PIC  WISCONSIN  Common Stock were  reserved for issuance.
Since January 1, 2005,  PIC WISCONSIN has not issued any shares of PIC WISCONSIN
Common Stock or other equity  securities  of PIC  WISCONSIN,  or any  securities
convertible  into or exercisable for any shares of PIC WISCONSIN Common Stock or
other equity securities of PIC WISCONSIN.

     (b) Section  4.4(b) of the PIC WISCONSIN  Disclosure  Schedule sets forth a
complete  list of (i) the officers and  directors of PIC  WISCONSIN and each PIC
WISCONSIN  Subsidiary,  (ii) the percentage of the  outstanding  voting stock of
such PIC WISCONSIN  Subsidiary owned or controlled,  directly or indirectly,  by
PIC WISCONSIN,  and (iii) the percentage of the outstanding voting stock of such
PIC WISCONSIN Subsidiary owned or controlled,  directly or indirectly, by one or
more of the other Subsidiaries of PIC WISCONSIN.  Except as set forth in Section
4.4(b) of the PIC WISCONSIN Disclosure Schedule, PIC WISCONSIN does not have any
direct or indirect equity or ownership  interest in any other business or entity
and does not have any direct or indirect  obligation or any commitment to invest
any  funds in any  corporation  or other  business  or  entity,  other  than for
investment  purposes in the ordinary  course of business in accordance with past
practices.

     (c) PIC WISCONSIN has provided to PRA a true and correct copy of the Rights
Agreement as adopted by the Board of  Directors of PIC  WISCONSIN on November 4,
2004.

                                       12



     (d) No shares of PIC WISCONSIN Common Stock have been issued since December
31, 2002,  except those shares issued  pursuant to the Stock Plan. The shares of
PIC WISCONSIN  Common Stock have not been  registered  under the Exchange Act in
reliance of the exemption provided by Section 12(g)(2)(G) of the Exchange Act or
other available exemption.  To the Knowledge of PIC WISCONSIN,  PIC WISCONSIN is
in full  compliance  with the exemption from  registration  of the PIC WISCONSIN
Common Stock under the Exchange Act and applicable  state  securities  laws. PIC
WISCONSIN  has complied in all material  respects with the  requirements  of the
Exchange Act and all applicable  state  securities  laws in connection  with any
purchases of shares of PIC  WISCONSIN  common  stock,  or offers to purchase PIC
WISCONSIN common stock, made by PIC WISCONSIN or an affiliate.

     4.5 Authority; No Violation; Consents and Approvals.

     (a) PIC  WISCONSIN  has full  corporate  power and authority to execute and
deliver this Agreement and to consummate the  transactions  contemplated by this
Agreement.  The execution and delivery of this Agreement and the consummation of
the  transactions  contemplated  by this  Agreement  have been duly and  validly
approved by the Board of Directors of PIC  WISCONSIN.  The Board of Directors of
PIC WISCONSIN has directed that this Agreement and the transactions contemplated
by this Agreement be submitted to the shareholders of PIC WISCONSIN for approval
at a meeting of such shareholders and, except for the adoption of this Agreement
by the affirmative  vote of the holders of a majority of the outstanding  shares
of PIC  WISCONSIN  Common  Stock and actions  required  to obtain all  Requisite
Regulatory Approvals (as defined in Section 8.1(d) of this Agreement),  no other
corporate proceedings on the part of PIC WISCONSIN are necessary to approve this
Agreement and to consummate the  transactions  contemplated  by this  Agreement.
This Agreement has been duly and validly executed and delivered by PIC WISCONSIN
and (assuming due  authorization,  execution and delivery by PRA and the receipt
of  all  Requisite  Regulatory  Approvals)   constitutes  a  valid  and  binding
obligation  of PIC  WISCONSIN,  subject  to  applicable  bankruptcy,  fraudulent
conveyance,  insolvency and similar laws affecting  creditors' rights generally,
and subject, as to enforceability,  to general principles of equity. On or prior
to the date of this Agreement,  the Board of Directors of PIC WISCONSIN received
the opinion of Cochran  Caronia & Co. that the Merger  Consideration  is fair to
the shareholders of PIC WISCONSIN from a financial point of view.

     (b) Neither the execution  and delivery of this  Agreement by PIC WISCONSIN
nor the consummation by PIC WISCONSIN of the  transactions  contemplated by this
Agreement,  nor  compliance by PIC WISCONSIN with any of the terms or provisions
of  this  Agreement,   will  (i)  violate  any  provision  of  the  Articles  of
Incorporation  or Bylaws of PIC  WISCONSIN or (ii)  assuming  that all Requisite
Regulatory  Approvals  and all of the  consents  and  approvals  referred  to in
Section  4.5(c) of this  Agreement are duly  obtained,  (x) violate any statute,
code, ordinance,  rule, regulation,  judgment, order, writ, decree or injunction
applicable to PIC WISCONSIN or any of its properties or assets,  or (y) violate,
conflict with, result in a breach of any provision of or the loss of any benefit
under, constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of or a right
of termination or cancellation under, accelerate the performance required by, or
result in the creation of any Lien upon any of the  properties  or assets of PIC
WISCONSIN under,  any of the terms,  conditions or provisions of any note, bond,
mortgage,   indenture,  surplus  debentures,  deed  of  trust,  license,  lease,
agreement or other  instrument  or obligation to which PIC WISCONSIN is a party,
or by which it or any of its  properties  or  assets  may be bound or  affected,
except (in the case of clause  (y) above) as set forth in Section  4.5(b)(ii)(y)
of the PIC WISCONSIN Disclosure Schedule, or (in the case of clauses (x) and (y)
above) for such  violations,  conflicts,  breaches  or  defaults  which,  either
individually  or in the aggregate,  would not have a Material  Adverse Effect on
PIC WISCONSIN.

                                       13



     (c) Except for (i) the filing of applications,  notices and forms with, and
the obtaining of approvals from, the Insurance Regulators (as defined in Section
10.17(a)  of this  Agreement)  pursuant  to the  Insurance  Laws (as  defined in
Section  10.17(a)  of  this   Agreement),   with  respect  to  the  transactions
contemplated by this Agreement, (ii) the filing with the Securities and Exchange
Commission  (the  "SEC")  of a  registration  statement  on  Form  S-4 or  other
applicable  form (as amended or  supplemented  from time to time,  the "S-4") in
which a proxy  statement  relating  to the  meeting of the  shareholders  of PIC
WISCONSIN to be held to vote on the Merger will be included as a prospectus (the
"Proxy  Statement")  (iii) the filing of the  Articles of Merger with the OCI of
Wisconsin and the Department of Financial Institutions of the State of Wisconsin
pursuant to the Merger  Statutes,  (iv) the filing of a notification  and report
form (the  "HSR Act  Report")  with the  Pre-Merger  Notification  Office of the
Federal Trade  Commission  and with the Antitrust  Division of the Department of
Justice (collectively,  the "Pre-Merger  Notification Agencies") pursuant to the
Hart-Scott-Rodino  Anti-Trust  Improvements  Act, as amended,  and the rules and
regulations  thereunder  (collectively,   the  "HSR  Act"),  (v)  any  consents,
authorizations,  orders  and  approvals  required  under  the HSR Act,  (vi) any
consents,  authorizations,  approvals,  filings or exemptions in connection with
compliance with the applicable  provisions of federal and state  securities laws
relating to the regulation of broker-dealers or investment advisers, and federal
commodities laws relating to the regulation of futures commission  merchants and
the  rules  and   regulations   thereunder  and  of  any   applicable   industry
self-regulatory  organization  (including,   without  limitation,  the  National
Association  of  Insurance  Commissioners  (the  "NAIC")  and the New York Stock
Exchange  ("NYSE")) (each, an "SRO"),  or which are required under the Insurance
Laws and other similar laws, (vii) such filings and approvals as are required to
be made or obtained under the securities or "Blue Sky" laws of various states in
connection  with the issuance of the shares of PRA Common Stock pursuant to this
Agreement,  (viii) the approval of this Agreement by the requisite  votes of the
shareholders  of PIC  WISCONSIN  and the  shareholder  of  NEWCO,  and  (ix) the
consents and approvals referred to in Section 4.5(b)(ii)(y) of the PIC WISCONSIN
Disclosure  Schedule,  no consents or approvals  of or filings or  registrations
with  any  Governmental  Authority  (as  defined  in  Section  10.17(a)  of this
Agreement),  or with any other  Person (as  defined in Section  10.17(a) of this
Agreement)  are necessary in  connection  with the execution and delivery by PIC
WISCONSIN  of  this  Agreement  or  the  consummation  by PIC  WISCONSIN  of the
transactions contemplated by this Agreement.

     (d) No shareholder of PIC WISCONSIN or any PIC WISCONSIN  Subsidiary  shall
have any pre-emptive rights under applicable law with respect to, or as a result
of, the transactions contemplated by this Agreement (including the Merger).

                                       14



     4.6 Insurance Reports.

     (a)  "PIC  WISCONSIN  SAP  Statements"   means  (i)  the  annual  statutory
statements of each of PIC WISCONSIN and the PIC WISCONSIN Insurance Subsidiaries
filed with any  Insurance  Regulator  for each of the years ended  December  31,
2004,  2003 and 2002 and each calendar year ending after December 31, 2004, (ii)
the  quarterly  statutory  statements  of  each  of PIC  WISCONSIN  and  the PIC
WISCONSIN  Insurance  Subsidiaries  filed with any Insurance  Regulator for each
quarterly  period in 2005 and for each quarterly period ending after the date of
this Agreement,  and (iii) all exhibits,  interrogatories,  notes, schedules and
any actuarial  opinions,  affirmations  or  certifications  or other  supporting
documents  filed  in  connection  with  such  annual  statutory  statements  and
quarterly statutory statements.

     (b) All such PIC WISCONSIN SAP Statements  were and will be prepared (i) in
conformity with statutory accounting  principles ("SAP") prescribed or permitted
by the OCI of Wisconsin and (ii) in accordance with the books and records of PIC
WISCONSIN and the PIC WISCONSIN  Insurance  Subsidiaries.  The PIC WISCONSIN SAP
Statements,  when read in  conjunction  with the notes thereto and any statutory
audit  reports  relating  thereto,  present,  and will  present,  fairly  in all
material  respects the  financial  condition  and results of  operations  of PIC
WISCONSIN and the PIC WISCONSIN Insurance Subsidiaries for the dates and periods
indicated  and are  consistent  with the books and records of the PIC  WISCONSIN
Insurance  Subsidiaries (which books and records are correct and complete in all
material respects).  The annual balance sheets and income statements included in
the PIC  WISCONSIN  SAP  Statements  have been,  and will be, where  required by
Insurance Laws, audited by an independent accounting firm of recognized national
reputation.  In accordance  with Section 4.6(b) of the PIC WISCONSIN  Disclosure
Schedule,  PIC WISCONSIN has made  available to PRA true and complete  copies of
all of the PIC WISCONSIN SAP Statements and all audit opinions related thereto.

     (c) Since January 1, 2002 PIC  WISCONSIN  and each PIC WISCONSIN  Insurance
Subsidiary (i) have filed or submitted with all applicable  Insurance Regulators
all registration statements,  notices and reports, together with all supplements
and amendments thereto required under the Insurance Laws applicable to insurance
holding companies (the "PIC WISCONSIN  Holding Company Act Reports"),  (ii) have
filed all PIC WISCONSIN SAP  Statements,  (iii) have filed all other reports and
statements, together with all amendments and supplements thereto, required to be
filed with any Insurance  Regulator under the Insurance Laws, and (iv) have paid
all fees and  assessments  due and  payable  by them under the  Insurance  Laws.
Section  4.6(c) to the PIC WISCONSIN  Disclosure  Schedule sets forth a list of,
and PIC WISCONSIN has made  available to PRA,  accurate and complete  copies of,
all PIC WISCONSIN SAP Statements, all PIC WISCONSIN Holding Company Act Reports,
and all other  reports and  statements  filed by PIC WISCONSIN or any of the PIC
WISCONSIN Insurance Subsidiaries with any Insurance Regulator for periods ending
and events  occurring,  after January 1, 2002 and prior to the Closing Date, and
the latest  requests  for  approval  of a rate  increase  in each state or other
jurisdiction that PIC WISCONSIN or a PIC WISCONSIN  Insurance  Subsidiary writes
insurance. All such PIC WISCONSIN SAP Statements,  PIC WISCONSIN Holding Company
Act Reports and other reports and  statements  complied with the Insurance  Laws
when filed and, as of their respective dates, contained all information required
under the  Insurance  Laws and did not contain any false  statements or material
misstatements  of fact or omit to state any material facts necessary to make the
statements  set  forth  therein  not  materially  misleading  in  light  of  the
circumstances  in which such  statements  were made. No  deficiencies  have been
asserted by any  Governmental  Authority  with respect to such PIC WISCONSIN SAP
Statements,  PIC  WISCONSIN  Holding  Company Act Reports and other  reports and
statements.

                                       15



     (d) Except for normal examinations conducted by a Governmental Authority in
the regular  course of the business of PIC WISCONSIN and its  Subsidiaries,  and
except as set forth in Section 4.6(d) of the PIC WISCONSIN  Disclosure Schedule,
no Governmental Authority has initiated any proceeding or investigation into the
business or operations of PIC WISCONSIN,  any PIC WISCONSIN  Subsidiary,  or any
director or officer of PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary,  since
January 1, 2002. There is no unresolved  violation,  criticism,  or exception by
any Governmental  Authority with respect to any examinations of PIC WISCONSIN or
any of its Subsidiaries.

     (e)  Section  4.6(e) of the PIC  WISCONSIN  Disclosure  Schedule  lists all
financial  examinations that any Insurance  Regulator has conducted with respect
to PIC  WISCONSIN  or any of the  PIC  WISCONSIN  Insurance  Subsidiaries  since
December 31, 2001.  PIC WISCONSIN has made available to PRA correct and complete
reports  issued by the  applicable  Insurance  Regulator  with  respect  to such
financial examinations. There are no regulatory examinations of PIC WISCONSIN or
any of the PIC WISCONSIN Insurance Subsidiaries currently in process.

     (f) Except as set forth in Section  4.6(f) of the PIC WISCONSIN  Disclosure
Schedule,  since  January 1, 2002,  neither PIC  WISCONSIN nor any PIC WISCONSIN
Subsidiary  has received from any Person any Notice on Form A or such other form
as may be prescribed under applicable law indicating that such Person intends to
make or has made a tender offer for or a request or  invitation  for tenders of,
or  intends  to  enter  into or has  entered  into  any  agreement  to  exchange
securities  for,  or intends to acquire or has  acquired  (in the open market or
otherwise),  any voting  security of PIC WISCONSIN or a PIC WISCONSIN  Insurance
Subsidiary,  if after the  consummation  thereof such Person  would  directly or
indirectly  be  in  control  of  PIC  WISCONSIN  or a  PIC  WISCONSIN  Insurance
Subsidiary.

     4.7 Financial Statements; Financial Reporting.

     (a) PIC WISCONSIN has delivered to PRA true, correct and complete copies of
(i) the audited  balance  sheets of each of PIC  WISCONSIN and the PIC WISCONSIN
Insurance  Subsidiaries  as of December 31, 2004, 2003 and 2002, and the related
audited statements of earnings,  shareholders'  equity and cash flows of each of
PIC WISCONSIN and the PIC WISCONSIN Insurance Subsidiaries for the periods ended
December 31, 2004, 2003 and 2002,  together with unqualified reports on all such
financial  statements  by  PricewaterhouseCoopers  LLP,  and (ii) the  unaudited
balance  sheets  of  each of PIC  WISCONSIN  and  the  PIC  WISCONSIN  Insurance
Subsidiaries  as of September 30, 2005 and the related  unaudited  statements of
earnings,  shareholders'  equity  and cash flows for the nine  (9)-month  period
ended September 30, 2005.

                                       16



     (b) PIC WISCONSIN has delivered to PRA unaudited  balance sheets of each of
the PIC  WISCONSIN  Subsidiaries  (but  excluding  the PIC  WISCONSIN  Insurance
Subsidiaries)  as of December 31, 2004,  2003 and 2002,  and September 30, 2005,
and the related unaudited statements of earnings,  shareholders' equity and cash
flows of each of such PIC WISCONSIN  Subsidiaries  for the years ended  December
31, 2004, 2003 and 2002, and the nine (9) month period ended September 30, 2005.

     (c) As soon as  practicable,  but in any event within  forty-five (45) days
following  the end of each  calendar  quarter  which is  completed  prior to the
Closing  Date,  commencing  with the  quarter  ending  December  31,  2005,  PIC
WISCONSIN  shall cause to be delivered to PRA the "Quarter End Report"  prepared
by PIC WISCONSIN with respect to such quarter,  which report shall include (x) a
balance sheet of PIC WISCONSIN as of the end of such quarter and (y) a statement
of earnings  and  shareholders'  equity of PIC  WISCONSIN  for the  year-to-date
period ending the end of such quarter, prepared in a manner consistent with, and
in a format comparable to, the statements of earnings and  shareholders'  equity
referred to in Section 4.7(a).

     (d) Each of the  balance  sheets  referred  to in Section  4.7(a),  Section
4.7(b) and  Section  4.7(c)  presents  (or will  present)  fairly the  financial
condition, assets, liabilities and shareholders' equity of each of PIC WISCONSIN
and the PIC  WISCONSIN  Subsidiaries,  as the case may be, as of its date;  each
such statement of earnings or  shareholders'  equity  referred to above presents
(or will present)  fairly the results of operations of each of PIC WISCONSIN and
the PIC WISCONSIN  Subsidiaries,  as the case may be, for the periods indicated;
and each such  statement  of cash flows  referred to above  presents  fairly the
information  purported  to be  shown  therein,  except,  in each  case,  interim
unaudited  financial  statements  need not  reflect  year-end  adjustments.  The
financial  statements referred to in Section 4.7(a) and Section 4.7(c) including
all notes and schedules  thereto,  have been (or will be) prepared in accordance
with SAP  throughout  the  periods  involved  (except  that  they are  unaudited
financial  statements and do not contain all footnotes and year-end  adjustments
which may be required by generally accepted accounting  principles in the United
States  ("GAAP")) and are (or will be) in accordance  with the books and records
of each of PIC  WISCONSIN and the PIC WISCONSIN  Insurance  Subsidiaries,  which
books and  records  are  correct and  complete  in all  material  respects.  The
financial  statements  referred to in Section  4.7(b),  including  all notes and
schedules  thereto,  have been prepared in accordance  with SAP  throughout  the
periods involved, except that they are unaudited financial statements and do not
contain all  footnotes and year-end  adjustments  which may be required by GAAP,
and are in  accordance  with the books and records of the subject PIC  WISCONSIN
Subsidiaries,  which books and records are correct and  complete in all material
respects.

     (e) Each of PIC  WISCONSIN  and the PIC  WISCONSIN  Subsidiaries  maintains
accurate  books and records  reflecting its assets and  liabilities,  and in the
opinion of PIC WISCONSIN's management,  maintains effective internal controls to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the  preparation  of the  financial  statements of PIC WISCONSIN and the PIC
WISCONSIN Subsidiaries.  Neither the accountants for, nor the board of directors
or audit  committee of PIC WISCONSIN or any PIC WISCONSIN  Subsidiary  have been
advised  of: (x) any  significant  deficiencies  or material  weaknesses  in the
design or operation of the internal  controls over financial  reporting (as such
term is defined in Section  13(b)(2)(B) and Rules 13a-15(f) and 15d-15(d) of the
Exchange  Act) of PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary  which could
adversely affect its ability to record, process,  summarize and report financial
data,  or (y) any fraud,  whether or not material,  that involves  management or
other  employees  who  have  a role  in the  internal  controls  over  financial
reporting of PIC WISCONSIN or any PIC WISCONSIN Subsidiary.

                                       17



     (f)  At the  dates  of  the  aforementioned  balance  sheets,  neither  PIC
WISCONSIN  nor any of the PIC  WISCONSIN  Subsidiaries  had (or will  have  with
respect  to such  balance  sheets  dated  subsequent  to the  date  hereof)  any
liabilities or obligations of any nature, whether accrued, absolute,  contingent
or  otherwise,  whether due or to become due,  and whether or not required to be
disclosed  on a balance  sheet  prepared in  conformity  with SAP,  not fully or
properly  reflected or reserved against in such balance sheets,  or in any notes
thereto,  other than liabilities pursuant to contractual  obligations identified
in this Agreement or the PIC WISCONSIN Disclosure Schedule.

     (g) Section 4.7(g) of the PIC WISCONSIN  Disclosure Schedule lists, and PIC
WISCONSIN  has  delivered  to  PRA  copies  of  the  documentation  creating  or
governing, all securitization  transactions and "off-balance sheet arrangements"
(as defined in Item  303(a)(4)(ii) of Regulation S-K of the SEC) effected by PIC
WISCONSIN or any of the PIC WISCONSIN Subsidiaries since December 31, 2002.

     (h)  PricewaterhouseCoopers  LLP,  which has  expressed  its  opinion  with
respect to the  financial  statements  of PIC  WISCONSIN  and the PIC  WISCONSIN
Subsidiaries  (including  the related  notes),  is and has been  throughout  the
periods covered by such financial statements a registered public accounting firm
(as defined in Section  2(a)(12) of Sarbanes Oxley Act of 2002 ("SOX").  Section
4.7(h) of the PIC WISCONSIN Disclosure Schedule lists all non-audit services (as
such term is defined by SOX)  performed  by  PricewaterhouseCoopers  LLP for PIC
WISCONSIN  and each PIC  WISCONSIN  Subsidiary  for each year  commencing  after
December 31, 2002.

     (i) The books and records of PIC  WISCONSIN  and each of the PIC  WISCONSIN
Subsidiaries (i) are and have been properly  prepared and maintained in form and
substance adequate for preparing audited consolidated  financial statements,  in
accordance with regulatory  accounting  principles required by SAP and any other
applicable  legal  and  accounting   requirements,   (ii)  reflect  only  actual
transactions, and (iii) fairly and accurately reflect all assets and liabilities
of PIC WISCONSIN and each of the PIC  WISCONSIN  Subsidiaries  and all contracts
and  other  transactions  to which  PIC  WISCONSIN  or any of the PIC  WISCONSIN
Subsidiaries  is or was a party  or by  which  PIC  WISCONSIN  or any of the PIC
WISCONSIN Subsidiaries or any of their respective businesses or assets is or was
affected.

     4.8 Broker's Fees.  Except as set forth in Section 4.8 of the PIC WISCONSIN
Disclosure  Schedule  (which sets forth  amounts paid or to be paid and names of
parties to which such amounts were or will be paid), none of PIC WISCONSIN,  the
PIC WISCONSIN  Subsidiaries  and their  respective  officers and directors,  has
employed any broker or finder or incurred any liability for any broker's fees or
commissions,  or  investment  banker fees or  commissions,  or finder's  fees in
connection with the transactions contemplated by this Agreement.

                                       18



     4.9 Absence of Certain Changes or Events.

     (a) Since  December 31, 2004,  and except as set forth in Section 4.9(a) of
the PIC WISCONSIN Disclosure Schedule,  neither PIC WISCONSIN nor any of the PIC
WISCONSIN Subsidiaries has (except as required by applicable law): (i) increased
the  wages,  salaries,  compensation,  pension,  or  other  fringe  benefits  or
perquisites  payable to any executive  officer,  employee,  or director from the
amount thereof in effect as of December 31, 2004, except for changes in benefits
in the ordinary course of business,  (ii) granted any stock options or severance
or termination pay, entered into any contract to make or grant any stock options
or severance or  termination  pay, or paid any  bonuses,  or (iii)  suffered any
strike, work stoppage, slowdown, or other labor disturbance.

     (b) Since  December 31, 2004,  and except as set forth in Section 4.9(b) of
the PIC  WISCONSIN  Disclosure  Schedule,  there has not been:  (i) any Material
Adverse  Effect on PIC WISCONSIN and the PIC WISCONSIN  Subsidiaries  taken as a
whole;  (ii) any  material  change in any  method of  accounting  or  accounting
principles or practice by PIC WISCONSIN or any PIC WISCONSIN Subsidiary,  except
as  required  by SAP and  disclosed  in the  notes  to the  unaudited  financial
statements  of PIC  WISCONSIN  and the PIC  WISCONSIN  Subsidiaries;  (iii)  any
material change in the actuarial, investment,  reserving, underwriting or claims
administration  policies,   practices,   procedures,   methods,  assumptions  or
principles of PIC WISCONSIN or any PIC WISCONSIN Insurance Subsidiary;  (iv) any
damage, destruction or loss, whether or not covered by insurance, materially and
adversely  affecting  the  properties  or business of PIC  WISCONSIN  or any PIC
WISCONSIN  Subsidiary;  (v) any  declaration  or  payment  of any  dividends  or
distribution of any kind in respect of any of the capital stock of PIC WISCONSIN
or any PIC  WISCONSIN  Subsidiary;  (vi)  any  direct  or  indirect  redemption,
purchase or other  acquisition by PIC WISCONSIN or any PIC WISCONSIN  Subsidiary
of any of the capital stock of PIC  WISCONSIN or any PIC  WISCONSIN  Subsidiary;
(vii)  any  discharge  or  cancellation,  whether  in part or in  whole,  of any
indebtedness  owed by PIC  WISCONSIN  or any  PIC  WISCONSIN  Subsidiary  to any
Person, except reimbursement to employees of ordinary business expenses or other
debts arising in the ordinary course of business; (viii) any sale or transfer or
cancellation of any of the assets, properties, or claims of PIC WISCONSIN or any
PIC WISCONSIN  Subsidiary,  except in the ordinary course of business;  (ix) any
sale, assignment or transfer of any trademarks, trade names, or other intangible
assets of PIC  WISCONSIN or any PIC  WISCONSIN  Subsidiary;  or (x) any material
amendment to or termination of any material contract,  agreement,  instrument or
license to which PIC WISCONSIN or any PIC WISCONSIN Subsidiary is a party.

     4.10 Legal Proceedings and Judgments.

     (a) Except as set forth in Section 4.10(a) of the PIC WISCONSIN  Disclosure
Schedule,  neither PIC WISCONSIN nor any PIC WISCONSIN  Subsidiary is a party to
any, and there are no pending or, to the Knowledge of PIC WISCONSIN, threatened,
legal, administrative, arbitral or other inquiries, proceedings, claims (whether
asserted  or   unasserted),   actions  or  governmental  or  regulatory  or  SRO
investigations of any nature (including  noncontractual claims, bad faith claims
and claims  against  any  directors  or  officers  of PIC  WISCONSIN  or any PIC
WISCONSIN Subsidiary,  but excluding coverage and other claims made with respect
to insurance  policies  issued by PIC WISCONSIN or any PIC  WISCONSIN  Insurance
Subsidiary for which claims reserves  believed by PIC WISCONSIN's  management to
be adequate  have been  established)  against PIC  WISCONSIN,  any PIC WISCONSIN
Subsidiary,  any of their  respective  businesses  or assets,  any assets of any
other  Person  which  are  used  in any of the  business  or  operations  of PIC
WISCONSIN  or any PIC  WISCONSIN  Subsidiary,  any  directors or officers of PIC
WISCONSIN or any PIC WISCONSIN  Subsidiary,  in their  respective  capacities as
directors and officers, or the transactions  contemplated by this Agreement,  or
challenging the validity or propriety of the  transactions  contemplated by this
Agreement.

                                       19



     (b) Except as set forth in Section 4.10(b) of the PIC WISCONSIN  Disclosure
Schedule,  there  is no  injunction,  order,  judgment,  decree,  or  regulatory
restriction  (including  noncontractual  claims,  bad faith  claims  and  claims
against  any  directors  or  officers  of PIC  WISCONSIN  or any  PIC  WISCONSIN
Subsidiary,  but  excluding  coverage  and other  claims  made with  respect  to
insurance  policies  issued  by PIC  WISCONSIN  or any PIC  WISCONSIN  Insurance
Subsidiary for which claims reserves  believed by PIC WISCONSIN's  management to
be adequate have been established) imposed upon PIC WISCONSIN, any PIC WISCONSIN
Subsidiary or the assets of PIC WISCONSIN or any PIC WISCONSIN Subsidiary.

     (c) Except as set forth in Section 4.10(c) of the PIC WISCONSIN  Disclosure
Schedule,  no breach of contract,  breach of fiduciary  duties under ERISA,  bad
faith,   breach   of   warranty,   tort,   negligence,    infringement,   fraud,
discrimination,  wrongful  discharge  or  other  claim  of any  nature  has been
asserted or, to the Knowledge of PIC WISCONSIN, threatened against PIC WISCONSIN
or any PIC WISCONSIN Subsidiary.

     (d) As to each matter, if any,  described on Sections 4.10(a),  4.10(b) and
4.10(c) of the PIC WISCONSIN Disclosure  Schedule,  accurate and complete copies
of all relevant pleadings,  judgments,  orders and correspondence have been made
available to PRA.

     (e) Except for each matter (if any) described on Section 4.10(e) of the PIC
WISCONSIN  Disclosure  Schedule,  no legal,  administrative,  arbitral  or other
inquiries,  proceedings,  claims,  actions or  governmental or regulatory or SRO
investigations   alleging   violations  of  Federal  or  state  securities  laws
(including the Securities Act of 1933, as amended (the "Securities Act") and the
Exchange  Act)  have  been  filed  against  PIC  WISCONSIN,  any  PIC  WISCONSIN
Subsidiary  or, to the  Knowledge  of PIC  WISCONSIN,  against  any  director or
officer of PIC WISCONSIN or any PIC WISCONSIN Subsidiary, in their capacities as
a director or officer, and not dismissed with prejudice.

     4.11 Insurance.

     (a) Except as set forth in Section 4.11(a) of the PIC WISCONSIN  Disclosure
Schedule,  PIC WISCONSIN and the PIC WISCONSIN Insurance  Subsidiaries  maintain
policies of general  liability,  fire and  casualty,  automobile,  directors and
officers,  errors and  omissions,  fiduciary,  and other forms of insurance (the
"PIC WISCONSIN Insurance  Policies") in such amounts,  with such deductibles and
against  such risks and losses  which PIC  WISCONSIN's  management  believes are
reasonable  for the business and assets of PIC  WISCONSIN  and the PIC WISCONSIN
Insurance  Subsidiaries.  All such  policies  are in full force and effect,  all
premiums  due and payable  thereon  have been paid (other  than  retroactive  or
retrospective  premium  adjustments that are not yet, but may be, required to be
paid  with  respect  to any  period  ending  prior  to the  Closing  Date  under
comprehensive general liability and worker's  compensation  insurance policies),
and no notice of  cancellation  or termination has been received with respect to
any such policy which has not been replaced on substantially similar terms prior
to the  date  of such  cancellation.  To the  Knowledge  of PIC  WISCONSIN,  the
activities  and  operations of PIC  WISCONSIN  and the PIC  WISCONSIN  Insurance
Subsidiaries  have been  conducted  in a manner so as to conform in all material
respects to all applicable provisions of such insurance policies.

                                       20



     (b) No  issuer  of the  PIC  WISCONSIN  Insurance  Policies  has  issued  a
reservation-of-rights   letter,  or  entered  into  a  nonwaiver  agreement,  or
otherwise denied or limited coverage (in whole or in part), under any of the PIC
WISCONSIN  Insurance  Policies,  and  to the  Knowledge  of  PIC  WISCONSIN,  no
declaratory  judgment  has been  sought by any Person or entered by any court of
competent  jurisdiction  that  denies or limits  coverage  (in whole or in part)
under any of the PIC WISCONSIN Insurance Policies.

     4.12 Taxes and Tax Returns.

     (a) As used in this Agreement:  "Tax" or "Taxes" means all federal,  state,
county,  local,  and foreign  income,  excise,  gross  receipts,  gross  income,
profits,  franchise,  license,  ad  valorem,  profits,  gains,  capital,  sales,
transfer, use, payroll, employment, severance, withholding, duties, intangibles,
franchise, backup withholding,  stamp, occupation,  premium, social security (or
similar),  unemployment,  disability,  real property,  personal property, sales,
use, registration,  alternative or add on minimum,  estimated,  and other taxes,
charges, levies or like assessments together with all penalties and additions to
tax and  interest  thereon).  "Tax  Return" or "Tax  Returns"  means any and all
returns,  declarations,  claims for refunds,  reports,  information  returns and
information statements (including,  without limitation,  Form 1099, Form W-2 and
W-3,  Form 5500,  and Form 990) with respect to Taxes  filed,  or required to be
filed, by any Person or any Subsidiary of such Person with the Internal  Revenue
Service ("IRS") or any other Governmental  Authority or tax authority or agency,
whether domestic or foreign  (including  consolidated,  combined and unitary tax
returns).

     (b) PIC WISCONSIN and the PIC  WISCONSIN  Subsidiaries  have duly filed all
Tax  Returns  required  to be  filed  by them on or  prior  to the  date of this
Agreement  (all such Tax Returns  being  accurate  and  complete in all material
respects) and have duly paid or made  sufficient  provisions  for the payment of
all  Taxes  shown  thereon  as owing  on or prior to the date of this  Agreement
(including,  if and to the  extent  applicable,  those due in  respect  of their
properties,  income, business,  capital stock, premiums,  franchises,  licenses,
sales and payrolls)  other than Taxes which are not yet  delinquent or are being
contested in good faith and have not been finally  determined for which adequate
reserves have been made on the financial  statements described in Section 4.7(a)
of this  Agreement.  Except as disclosed on Section 4.12(b) of the PIC WISCONSIN
Disclosure Schedule,  neither PIC WISCONSIN nor any PIC WISCONSIN Subsidiary has
waived any statute of limitations in respect of Taxes or agreed to any extension
of time with respect to a Tax Return or tax assessment or deficiency  other than
extensions that are automatically  granted by the taxing authorities upon filing
an application therefor. The unpaid Taxes of PIC WISCONSIN and the PIC WISCONSIN
Subsidiaries  do not  exceed  the  reserve  for tax  liability  set forth on the
balance  sheets  referenced in Section 4.7 of this Agreement as adjusted for the
passage of time  through the  Closing  Date in  accordance  with past custom and
practice of PIC  WISCONSIN in filing its  returns.  No claim has been made since
December 31, 2000 by an authority in a  jurisdiction  where PIC WISCONSIN or any
PIC WISCONSIN  Subsidiary does not file Tax Returns that it is or may be subject
to taxation by that jurisdiction.

                                       21



     (c) There is no claim, audit, action, suit, proceeding or investigation now
pending  or, to the  Knowledge  of PIC  WISCONSIN,  threatened  against  or with
respect  to PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary  in respect of any
material Tax. PIC WISCONSIN and each PIC WISCONSIN Subsidiary in connection with
amounts  paid  or  owed  to  any  employee,  independent  contractor,  creditor,
shareholder or other third party have complied with  applicable tax  withholding
in all material respects.  PIC WISCONSIN and each PIC WISCONSIN  Subsidiary have
reported such withheld  amounts to the appropriate  taxing authority and to each
such  employee,  independent  contractor,  creditor,  shareholder or other third
party as required by applicable law.

     (d) There are no Tax Liens upon any property or assets of PIC  WISCONSIN or
its  Subsidiaries  except  Liens  for  current  Taxes not yet due.  Neither  PIC
WISCONSIN  nor any PIC  WISCONSIN  Subsidiary  has been  required  to include in
income  any  adjustment  pursuant  to  Section  481 of the Code by  reason  of a
voluntary  change in  accounting  method  initiated by PIC  WISCONSIN or any PIC
WISCONSIN  Subsidiary,  and the  IRS has not  initiated  or  proposed  any  such
adjustment or change in accounting method.  Except as set forth in the financial
statements described in Section 4.7(a) of this Agreement,  neither PIC WISCONSIN
nor any PIC WISCONSIN  Subsidiary has entered into a transaction  which is being
accounted  for as an  installment  obligation  under  Section  453 of the  Code.
Neither PIC WISCONSIN nor any PIC WISCONSIN Subsidiary is a party to or bound by
any tax  indemnity,  tax sharing or tax  allocation  agreement  (other than such
agreements  as exist by and among  themselves).  Except as set forth in  Section
4.12(d) of the PIC WISCONSIN Disclosure Schedule,  neither PIC WISCONSIN nor any
PIC  WISCONSIN  Subsidiary  has ever  been a member  of an  affiliated  group of
corporations  within  the  meaning  of  Section  1504 of the Code  other than an
affiliated group in which PIC WISCONSIN has been the common parent  corporation.
Neither PIC WISCONSIN  nor any PIC WISCONSIN  Subsidiary is liable for the Taxes
of any person under Section 1.1502-6 of the Treasury Regulations (or any similar
provision of state, local or foreign Tax law) or by contract,  as a successor or
otherwise. During the five (5) year period ending on the date of this Agreement,
neither  PIC  WISCONSIN  nor any PIC  WISCONSIN  Subsidiary  was a  distributing
corporation or a controlled corporation in a transaction intended to be governed
by  Section  355 of the  Code.  Neither  PIC  WISCONSIN  nor any  PIC  WISCONSIN
Subsidiary is a party to any joint venture,  partnership or other arrangement or
contract that could be treated as a partnership for federal income tax purposes.
PIC  WISCONSIN's  basis and excess loss  account,  if any, in each PIC WISCONSIN
Subsidiary  is set forth in  Section  4.12(d)  of the PIC  WISCONSIN  Disclosure
Schedule.

     (e) Except as set forth in Section 4.12(e) of the PIC WISCONSIN  Disclosure
Schedule,  any amount that is reasonably  likely to be received (whether in cash
or property or the vesting of property)  as a result of any of the  transactions
contemplated  by this  Agreement  by any  employee,  officer or  director of PIC
WISCONSIN or any of its affiliates who is a  "Disqualified  Individual" (as such
term is defined in proposed  Treasury  Regulation  Section  1.280G-1)  under any
employment,  severance or termination agreement,  other compensation arrangement
or PIC  WISCONSIN  Benefit Plan (as defined in Section  4.13 of this  Agreement)
currently in effect will not be characterized as an "excess  parachute  payment"
(as such term is defined in Section 280G(b)(1) of the Code).

                                       22



     (f) To the  Knowledge  of PIC  WISCONSIN,  there  is no  dispute  or  claim
concerning  any tax liability of PIC  WISCONSIN or any PIC WISCONSIN  Subsidiary
except as disclosed in Section 4.12(f) of the PIC WISCONSIN Disclosure Schedule.
Section 4.12(f) of the PIC WISCONSIN Disclosure Schedule identifies the last Tax
Returns  that have been  audited  by the  taxing  authority  with whom they were
filed,  and  indicates  those Tax Returns that  currently  are the subject of an
audit  procedure  or that PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary  has
received  notice will be subject to an audit  procedure.  PIC WISCONSIN has made
available to PRA correct and complete  copies of all federal  income tax returns
(including amendments thereto) of, all examination reports of, and statements of
deficiencies  assessed  against  or  agreed  to by,  PIC  WISCONSIN  or any  PIC
WISCONSIN Subsidiary since December 31, 2000.

     4.13 Employee Plans; Labor Matters.

     (a) Section 4.13(a) of the PIC WISCONSIN  Disclosure  Schedule sets forth a
true and  complete  list of all of the  Employee  Plans (as  defined  in Section
10.17(a)) for employees of PIC WISCONSIN and any PIC WISCONSIN  Subsidiary ("PIC
WISCONSIN  Employee  Plans").  PIC WISCONSIN  does not maintain any stock option
plan or stock  purchase  plan.  Those PIC  WISCONSIN  Employee  Plans  which are
non-qualified  deferred  compensation  plans for purposes of Section 409A of the
Code  are  separately  identified  in  Section  4.13(a)  of  the  PIC  WISCONSIN
Disclosure  Schedule.  Except with respect to the PIC WISCONSIN  Employee Plans,
neither PIC WISCONSIN nor any PIC WISCONSIN  Subsidiary  sponsors,  maintains or
contributes  to, or has any ongoing  obligation  or  liability  whatsoever  with
respect  to: (i) any  employee  benefit  plan as defined in Section  3(3) of the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  or (ii)
any  other  program,  plan,  trust  agreement  or  arrangement  for  any  bonus,
severance, hospitalization,  vacation, sick pay, deferred compensation, pension,
profit sharing,  post-employment,  retirement,  payroll  savings,  stock option,
stock purchase, group insurance, self insurance,  death benefit, fringe benefit,
welfare or any other employee benefit plan or fringe benefit  arrangement of any
nature  whatsoever  including  those for the  benefit of former  employees.  PIC
WISCONSIN and the PIC WISCONSIN  Subsidiaries  have not made or entered into any
written or oral agreement,  arrangement,  commitment, or understanding to create
any additional PIC WISCONSIN  Employee Plan or to continue,  modify,  change, or
terminate, in any material respect, any PIC WISCONSIN Employee Plan.

     (b) PIC WISCONSIN has  heretofore  delivered or made  available to PRA true
and complete  copies of each PIC  WISCONSIN  Employee  Plan and certain  related
documents,  including:  (i) the plan document and the related trust agreement or
annuity  contract for such PIC WISCONSIN  Employee  Plan;  (ii) the summary plan
description and material employee  communication document for such PIC WISCONSIN
Employee Plan; (iii) the actuarial  report for such PIC WISCONSIN  Employee Plan
(if applicable) for each of the last two years; (iv) all  determination  letters
from the IRS (if  applicable)  for such PIC  WISCONSIN  Employee  Plan;  (v) all
insurance  policies  relating  thereto  and any  written  materials  used by PIC
WISCONSIN to describe  employee  benefits to employees of PIC  WISCONSIN and the
PIC  WISCONSIN  Subsidiaries;  (vi) the most recent  annual  return on Form 5500
(including all schedules thereto along with the accompanying  auditor's opinion,
if applicable)  and tax return (Form 990) for such PIC WISCONSIN  Employee Plan;
(vii)  the  most  current  actuarial,   valuation,  and  trustee's  reports  (as
applicable)  for such PIC  WISCONSIN  Employee  Plan;  and (viii)  all  material
communications  with any governmental entity or agency (including the Department
of  Labor,  the  Internal   Revenue   Service,   the  Pension  Benefit  Guaranty
Corporation, and the SEC) with respect to such PIC WISCONSIN Employee Plan. Each
such actuarial or valuation  report  correctly  shows the value of the assets of
such PIC WISCONSIN  Employee Plan as of the date thereof,  the total accrued and
vested  liabilities,  all  contributions  by PIC WISCONSIN and the PIC WISCONSIN
Subsidiaries, and the assumptions on which the calculations are based.

                                       23



     (c) Except as set forth in Section 4.13(c) of the PIC WISCONSIN  Disclosure
Schedule,  each of the PIC  WISCONSIN  Employee  Plans  has  been  operated  and
administered  in all  material  respects in  compliance  with  applicable  laws,
including,  but not  limited to,  ERISA and the Code.  To the  Knowledge  of PIC
WISCONSIN,  there  has not been any  material  violation  of the  reporting  and
disclosure  provisions of the Code and ERISA. There has not been any termination
or  partial  termination  (including  any  termination  or  partial  termination
attributable to the transactions  contemplated by this Agreement) of such plans.
Neither  PIC  WISCONSIN  nor  any PIC  WISCONSIN  Subsidiary  nor  any of  their
respective ERISA affiliates, nor any predecessor thereof, contributes to, or has
within the past six years contributed to, any multiemployer plans, as defined in
Section  3(37) of ERISA,  or any  multiple  employer  welfare  arrangements,  as
defined in Section  3(40) of ERISA.  Neither PIC WISCONSIN nor any PIC WISCONSIN
Subsidiary nor any of their  respective  ERISA  affiliates,  nor any predecessor
thereof, sponsors, participates in, or contributes to, or has at any time in the
past sponsored, participated in, or contributed to (i) any plan which is subject
to the funding  standards or requirements  described in Section 412 of the Code,
or (ii) any plan which is subject to any of the requirements,  obligations,  and
liabilities imposed by Title IV of ERISA.

     (d) Each PIC  WISCONSIN  Employee  Plan which is intended  to be  qualified
under  Section  401(a) of the Code is so qualified  and has received a favorable
determination  letter or has pending or has time  remaining in which to file, an
application for such  determination from the IRS, and PIC WISCONSIN is not aware
of any  reason  why any such  determination  letter  should be revoked or not be
reissued,  and any related trust is exempt from taxation under Section 501(a) of
the Code.  PIC  WISCONSIN  has made  available  to PRA copies of the most recent
Internal  Revenue  Service  determination  letters with respect to each such PIC
WISCONSIN Employee Plan (if applicable).  Except as set forth in Section 4.13(d)
of the PIC WISCONSIN Disclosure  Schedule,  each PIC WISCONSIN Employee Plan has
been maintained in material  compliance with its terms and with the requirements
prescribed by any and all  applicable  laws and  regulations,  including but not
limited to ERISA and the Code. No prohibited  transaction  within the meaning of
Section 406 of ERISA or Section 4975 of the Code,  or breach of  fiduciary  duty
under Title I of ERISA has occurred with respect to any PIC  WISCONSIN  Employee
Plan or with respect to PIC WISCONSIN or any PIC WISCONSIN Subsidiary. No events
have occurred with respect to any PIC WISCONSIN  Employee Plan that could result
in payment or assessment by or against Parent or any of its  Subsidiaries of any
material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D,
4980E or 5000 of the Code.

                                       24



     (e) There has been no amendment to, written  interpretation or announcement
(whether  or  not  written)  by PIC  WISCONSIN  or  any  of  the  PIC  WISCONSIN
Subsidiaries relating to, or change in employee participation or coverage under,
any PIC WISCONSIN  Employee Plan which would increase  materially the expense of
maintaining PIC WISCONSIN Employee Plans above the level of the expense incurred
in respect  thereof for the fiscal year ended  December 31,  2004.  No event has
occurred or circumstances  exist that could result in a material increase in the
premium costs of PIC WISCONSIN  Employee  Plans that are insured,  or a material
increase  in  benefit  costs  of the  PIC  WISCONSIN  Employee  Plans  that  are
self-insured.

     (f) Except as set forth in Section 4.13(f) of the PIC WISCONSIN  Disclosure
Schedule, there is no action, suit,  investigation,  audit or proceeding pending
against or involving or, to the Knowledge of PIC WISCONSIN,  threatened  against
or involving any PIC  WISCONSIN  Employee Plan before any court or arbitrator or
any state,  federal or local  governmental  body, agency or official,  except as
would not,  individually  or in the aggregate,  reasonably be expected to have a
Material  Adverse  Effect on PIC  WISCONSIN.  Other  than  claims  for  benefits
submitted  by  participants  or  beneficiaries,   no  claim  against,  or  legal
proceeding  involving,  any PIC  WISCONSIN  Employee  Plan is pending or, to the
Knowledge of PIC WISCONSIN, threatened.

     (g) Except as described in Section 4.13(g) of the PIC WISCONSIN  Disclosure
Schedule,  neither  the  execution  and  delivery  of  this  Agreement  nor  the
consummation of the transactions  contemplated by this Agreement will (i) result
in any material payment (including severance,  unemployment compensation, golden
parachute  or  otherwise)  becoming  due  to any  director  or  employee  of PIC
WISCONSIN  or  any  of  its  Subsidiaries  from  PIC  WISCONSIN  or  any  of its
Subsidiaries under any PIC WISCONSIN Employee Plan or otherwise; (ii) materially
increase any benefits  otherwise payable under any PIC WISCONSIN  Employee Plan;
(iii) result in any  acceleration  of the time of payment or vesting of any such
benefits to any material  extent (in each case under  clauses (i), (ii) or (iii)
whether or not such  payment or benefit  would  constitute  a parachute  payment
within the meaning of Section 280G of the Code); or (iv) constitute a prohibited
transaction  within the meaning of Section  406 of ERISA or Section  4975 of the
Code, or breach of fiduciary duty under Title I of ERISA.

     (h) Neither PIC WISCONSIN nor any PIC WISCONSIN  Subsidiary  has any direct
or indirect  material  liability or obligation under any PIC WISCONSIN  Employee
Plan other than as described in the terms of such PIC WISCONSIN  Employee Plans.
There are no  circumstances  arising out of the sponsorship of any PIC WISCONSIN
Employee Plan which will result in any direct or indirect material  liability to
PIC  WISCONSIN  or any  PIC  WISCONSIN  Subsidiary,  other  than  liability  for
contributions,  benefit payments,  administrative costs and liabilities incurred
in accordance with the terms of the PIC WISCONSIN Employee Plans consistent with
past practice.

     (i) PIC WISCONSIN and each PIC WISCONSIN  Subsidiary have made all payments
and contributions  due from them to each PIC WISCONSIN  Employee Plan. There are
no funded benefit  obligations  under any PIC WISCONSIN  Employee Plan for which
contributions have not been made or properly accrued,  and there are no unfunded
benefit  obligations that have not been accounted for by reserves,  or otherwise
properly footnoted on the PIC WISCONSIN SAP Statements.

                                       25



     (j) Each PIC WISCONSIN  Employee Plan which is an "employee pension benefit
plan"  within the meaning of Section 3(2) of ERISA that is not  qualified  under
Section 401(a) or 403(a) of the Code is exempt from Parts 2, 3, and 4 of Title I
of ERISA as an unfunded  plan that is  maintained  primarily  for the purpose of
providing  deferred  compensation  for a select  group of  management  or highly
compensated employees,  pursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of
ERISA.  Except as set forth in Section  4.13(j) of the PIC WISCONSIN  Disclosure
Schedule,  no  assets  of PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary  are
allocated to or held in a "rabbi trust" or similar funding vehicle.

     (k) Each PIC  WISCONSIN  Employee  Plan that is a "group  health  plan" (as
defined in Section  607(1) of ERISA or Section  5001(b)(1) of the Code) has been
operated at all times in compliance in all material respects with the provisions
of  Section  4980B  of the Code  and  Part 6 of  Subtitle  B of Title I of ERISA
("COBRA"),  with the  provisions  of the Code and ERISA  enacted  by the  Health
Insurance  Portability and  Accountability  Act of 1996 ("HIPAA"),  and with the
provisions of any applicable similar state law.

     (l) Except as set forth in Section 4.13(l) of the PIC WISCONSIN  Disclosure
Schedule,  no PIC WISCONSIN Employee Plan provides benefits to current or former
employees  beyond their  retirement or other  termination of service (other than
coverage  mandated  by COBRA,  the cost of which is fully paid by the current or
former employee or his or her dependents).

     4.14 Employees.

     (a) PIC WISCONSIN has made  available to PRA a true and correct list of the
names of the  employees of PIC  WISCONSIN  and the PIC  WISCONSIN  Subsidiaries,
their birth dates, hire dates, compensation rates, name of employer and capacity
in which  employed,  and  accrued  vacation  and sick leave,  if any,  all as of
September 30, 2005. Except as limited by any employment agreements and severance
agreements listed on Section 4.14(a) of the PIC WISCONSIN  Disclosure  Schedule,
and except for any limitations of general application which may be imposed under
applicable  employment  laws,  PIC WISCONSIN and the PIC WISCONSIN  Subsidiaries
have the right to terminate the employment of any of their respective  employees
at will and without payment to such employees.

     (b) PIC WISCONSIN and the PIC WISCONSIN Subsidiaries are in compliance,  in
all material respects, with all applicable ordinances or other laws, orders, and
regulations regarding labor and employment and the compensation therefor,  labor
and employment  matters,  discrimination in employment,  terms and conditions of
employment,  wages,  hours and  occupational  safety and health,  and employment
practices,  whether  state or federal  (including,  without  limitation,  to the
extent  applicable,   wage  and  hour  laws;  workplace  safety  laws;  workers'
compensation  laws;  equal  employment  opportunity  laws; equal pay laws; civil
rights laws;  the  Occupational  Safety and Health Act of 1970, as amended;  the
Equal Employment  Opportunity Act, as amended;  the Americans With  Disabilities
Act, 42 U.S.C.  ss. 12101 et seq., as amended;  the Fair Labor Standards Act, 29
U.S.C.  ss. 201 et seq., as amended;  the Equal Pay Act, 29 U.S.C.  ss. 206d, as
amended,  the  Portal-to-Portal  Pay Act of 1947, 29 U.S.C.  ss. 255 et seq., as
amended;  Title VII of the Civil Rights Act of 1964,  42 U.S.C.  ss.  2000e,  as
amended and 42 U.S.C. ss. 1981, as amended;  the  Rehabilitation Act of 1973, as
amended;  the  Vietnam-Era  Veterans'  Readjustment  Assistance  Act of 1974, as
amended;  the Immigration Reform and Control Act, 8 U.S.C. ss. 1324A et seq., as
amended; the Employee Polygraph Protection Act of 1988, as amended; the Veterans
Re-employment  Act - Handicap Bias, 38 U.S.C. ss. 2027 et seq., as amended;  the
Civil Rights Act of 1991, as amended;  the Family and Medical Leave Act of 1993,
as amended;  the Religious Freedom Restoration Act of 1993, as amended;  and the
Age  Discrimination  and  Employment  Act of 1967,  as  amended).  No  action or
investigation  has been  instituted  or, to the Knowledge of PIC  WISCONSIN,  is
threatened  to be  conducted  by any  state  or  federal  agency  regarding  any
potential  violation by PIC  WISCONSIN or any PIC  WISCONSIN  Subsidiary  of any
laws, orders,  ordinances and regulations  regarding labor and employment or the
compensation therefor (including,  without limitation, any of the aforementioned
statutes) during the past five (5) years.

                                       26



     (c) Neither PIC WISCONSIN nor any PIC WISCONSIN  Subsidiary has ever been a
party to or bound by any union or  collective  bargaining  contract,  nor is any
such  contract  currently in effect or being  negotiated by PIC WISCONSIN or any
PIC  WISCONSIN  Subsidiary.  PIC  WISCONSIN  does not know of any  activities or
proceedings of any labor union to organize any employees of PIC WISCONSIN or any
PIC WISCONSIN  Subsidiary.  Since December 31, 2004, no executive officer of PIC
WISCONSIN or any PIC WISCONSIN  Subsidiary has indicated to the Chief  Executive
Officer of PIC  WISCONSIN an intention to terminate his or her  employment.

     (d) PIC WISCONSIN and each PIC  WISCONSIN  Subsidiary  have complied in all
material  respects with all applicable notice provisions of and have no material
obligations  under  COBRA with  respect to any former  employees  or  qualifying
beneficiaries  thereunder.  Except as set forth in  Section  4.14(d)  of the PIC
WISCONSIN Disclosure Schedule,  there is no action, claim, cause of action, suit
or proceeding pending or, to the Knowledge of PIC WISCONSIN,  threatened, on the
part of any  employee,  independent  contractor  or  applicant  for  employment,
including any such action,  claim, cause of action,  suit or proceeding based on
allegations of wrongful termination or discrimination on the basis of age, race,
religion, sex, sexual preference,  or mental or physical handicap or disability.
Except as set forth in Section 4.14(d) of the Disclosure Schedule,  all sums due
from PIC WISCONSIN or any PIC  WISCONSIN  Subsidiary  for employee  compensation
(including,  without limitation,  wages, salaries, bonuses, relocation benefits,
stock  options  and other  incentives)  have been  paid,  accrued  or  otherwise
provided for, and all employer  contributions for employee  benefits,  including
deferred  compensation  obligations,  and all benefits  under any PIC  WISCONSIN
Employee Plan have been duly and  adequately  paid or provided for in accordance
with plan documents.  To the Knowledge of PIC WISCONSIN, no person treated as an
independent  contractor by PIC  WISCONSIN or any PIC WISCONSIN  Subsidiary is an
employee as defined in Section  3401(c) of the Code,  nor has any employee  been
otherwise improperly classified, as exempt, nonexempt or otherwise, for purposes
of  federal  or state  income  tax  withholding  or  overtime  laws,  rules,  or
regulations.

     (e) Since  December 31, 2004,  neither PIC  WISCONSIN nor any PIC WISCONSIN
Subsidiary  has  effectuated  (i) a "plant  closing"  (as  defined in the Worker
Adjustment and Retraining  Notification Act (the "WARN Act")) affecting any site
of  employment or one or more  facilities or operating  units within any site of
employment or facility of PIC WISCONSIN or any PIC WISCONSIN Subsidiary;  (ii) a
"mass  layoff"  (as defined in the WARN Act);  or (iii) such other  transaction,
layoff,  reduction in force or employment  terminations  sufficient in number to
trigger application of any similar foreign, state or local law.

                                       27



     4.15 Compliance with Applicable Law.

     (a) PIC  WISCONSIN and the PIC  WISCONSIN  Subsidiaries  hold all licenses,
franchises, permits and authorizations necessary for the lawful conduct of their
respective  businesses  under  and  pursuant  to,  and to the  Knowledge  of PIC
WISCONSIN have complied in all material respects with, and are not in default in
any respect  under any,  and have  maintained  and  conducted  their  respective
businesses in all respects in compliance  with, all applicable  laws,  statutes,
orders, rules,  regulations,  policies and/or guidelines,  except any failure to
have such licenses,  franchises,  permits or authorizations or the failure to so
comply that does not have a Material Adverse Effect on PIC WISCONSIN and the PIC
WISCONSIN Subsidiaries, taken as a whole.

     (b) Neither PIC WISCONSIN  nor any PIC  WISCONSIN  Subsidiary is subject to
any  cease-and-desist  or other  order  issued by, or is a party to any  written
agreement,  consent agreement or memorandum of understanding with, or is a party
to any commitment  letter or similar  undertaking to, or is subject to any order
or directive  by, or has been a recipient  of any  supervisory  letter from,  or
since  that  date,  has  adopted  any board  resolutions  at the  request of any
Governmental  Authority that: (i) limits the ability of PIC WISCONSIN or any PIC
WISCONSIN  Subsidiary  to  conduct  any  line  of  business,  (ii)  require  any
investments  of PIC WISCONSIN or any PIC  WISCONSIN  Subsidiary to be treated as
non-admitted  assets,  (iii)  require  divestiture  of  any  investments  of PIC
WISCONSIN  or any PIC  WISCONSIN  Subsidiary,  (iv) in any  manner  imposes  any
requirements  on PIC  WISCONSIN or any PIC  WISCONSIN  Insurance  Subsidiary  in
respect of risk based capital  requirements  that add to or otherwise modify the
risk based capital  requirements  imposed under the Insurance  Laws,  (v) in any
manner relate to the ability of PIC WISCONSIN or any PIC WISCONSIN Subsidiary to
pay or declare  dividends or  distributions,  or (vi)  restricts in any material
respect  the  conduct  of the  business,  credit  policies  or  PIC  WISCONSIN's
management or any PIC WISCONSIN  Subsidiary  (each,  whether or not set forth in
the PIC WISCONSIN Disclosure Schedule, a "PIC WISCONSIN Regulatory  Agreement"),
nor has PIC WISCONSIN or any of the PIC WISCONSIN  Subsidiaries  been advised by
any Governmental Authority that it is considering issuing or requesting any such
PIC WISCONSIN Regulatory Agreement.  Neither PIC WISCONSIN nor any PIC WISCONSIN
Subsidiary,  directly  or  indirectly,  engages in any  activity  prohibited  by
applicable law.

     (c) Except as set forth in Section 4.15(c) of the PIC WISCONSIN  Disclosure
Schedule, there is no pending or, to the Knowledge of PIC WISCONSIN,  threatened
charge by any  Governmental  Authority  that PIC  WISCONSIN or any PIC WISCONSIN
Subsidiary has violated any applicable laws, rules or regulations (including any
Insurance  Laws),  nor  any  pending  or,  to the  Knowledge  of PIC  WISCONSIN,
threatened  investigation by any Governmental Authority with respect to possible
violations of any applicable laws, rules or regulations (including any Insurance
Laws).

                                       28



     (d) There are no contracts  (other than contracts  relating to employment),
real estate leases,  loans,  guarantees or other arrangements or transactions of
any nature  between PIC  WISCONSIN or any PIC WISCONSIN  Subsidiary,  on the one
hand, and any of their respective  officers,  directors,  or affiliates (as such
term is defined in Rule 405 of the SEC),  on the other hand.  PIC  WISCONSIN has
not,  since July 30,  2002,  extended or  maintained  credit,  arranged  for the
extension  of  credit,  or  renewed an  extension  of  credit,  in the form of a
personal  loan  to or for any  director  or  executive  officer  (or  equivalent
thereof)  of  PIC  WISCONSIN  or  any  PIC  WISCONSIN  Subsidiary,   except  for
advancement  of  expenses  incurred  in the  performance  of  business  for  PIC
WISCONSIN  consistent  with the travel expense policy of PIC WISCONSIN.  Section
4.15(d)  of the  PIC  WISCONSIN  Disclosure  Schedule  identifies  each  loan or
extension of credit maintained by PIC WISCONSIN or any PIC WISCONSIN  Subsidiary
to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

     (e) None of PIC  WISCONSIN,  the PIC WISCONSIN  Subsidiaries,  any of their
respective  current  directors  or  officers,  and,  to  the  Knowledge  of  PIC
WISCONSIN,  any of their  respective  former officers or directors or current or
former employees,  agents or representatives  have: (i) used any corporate funds
for any illegal contributions,  gifts,  entertainment or other unlawful expenses
relating to political activity,  (ii) used any corporate funds for any direct or
indirect  unlawful payments to any foreign or domestic  government  officials or
employees,  (iii) violated any provision of the Foreign Corrupt Practices Act of
1977,  (iv)  established  or  maintained  any  unlawful  or  unrecorded  fund of
corporate  monies or other assets,  (v) made any false or fictitious  entries on
the books and records of PIC  WISCONSIN or any PIC  WISCONSIN  Subsidiary,  (vi)
made any bribe, rebate,  payoff,  influence payment,  kickback or other unlawful
payment  of any  nature,  or (vi) made any  material  favor or gift which is not
deductible for federal  income tax purposes.  To the Knowledge of PIC WISCONSIN,
no director or officer of PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary  has
engaged in any "insider  trading" in violation of applicable law with respect to
any security issued by PIC WISCONSIN.

     4.16 Certain Contracts.

     (a) Section  4.16(a) of the PIC  WISCONSIN  Disclosure  Schedule  lists all
contracts,  agreements,  arrangements,  commitments,  or understandings (whether
written or oral) to which PIC WISCONSIN or a PIC WISCONSIN Subsidiary is a party
to or bound by: (i) with respect to the employment of any directors, officers or
employees; (ii) which, upon the consummation of the transactions contemplated by
this Agreement will (either alone or upon the occurrence of any additional  acts
or  events)  result in any  payment  (whether  of  severance  pay or  otherwise)
becoming  due  from  PIC  WISCONSIN,  PRA,  NEWCO,  or any of  their  respective
Subsidiaries  to any  director,  officer or employee  thereof;  (iii) which is a
"material  contract"  (as such term is defined in Item  601(b)(10) of Regulation
S-K of the SEC) with respect to PIC WISCONSIN to be performed  after the date of
this  Agreement;  (iv) that concerns a partnership  or joint venture that is not
consolidated  with PIC  WISCONSIN  for  financial  reporting  purposes;  (v) the
purpose of which is to limit the ability of PIC  WISCONSIN or any PIC  WISCONSIN
Subsidiary to compete with respect to any product,  service or  territory;  (vi)
that  is  in  the  nature  of  a  collective  bargaining  agreement,  employment
agreement, consulting agreement or severance agreement that is not cancelable by
PIC WISCONSIN or any PIC WISCONSIN Subsidiary without penalty or compensation on
thirty  (30) days  notice or less;  (vii) that  provides  for the  payment to an
employee of PIC WISCONSIN or any PIC WISCONSIN Subsidiary any incentive or bonus
compensation based on the productivity or performance of such employee or of PIC
WISCONSIN or any PIC  WISCONSIN  Subsidiary;  (viii) that is with any  Insurance
Regulator and restricts (A)  distributions or other payments to the shareholders
of PIC WISCONSIN or any PIC WISCONSIN Subsidiary, (B) the continued operation of
PIC WISCONSIN or any PIC WISCONSIN Subsidiary,  or (C) any other matter relating
to PIC WISCONSIN or any PIC WISCONSIN Subsidiary and its affairs; or (ix) any of
the benefits of which will be increased, or the vesting of the benefits of which
will be accelerated,  by the occurrence of any of the transactions  contemplated
by  this  Agreement,  or the  value  of any of the  benefits  of  which  will be
calculated  on  the  basis  of  any of the  transactions  contemplated  by  this
Agreement.  PIC WISCONSIN has previously  made available to PRA true and correct
copies of all  employment  and  deferred  compensation  agreements  which are in
writing and to which PIC WISCONSIN or any PIC  WISCONSIN  Subsidiary is a party.
Each contract,  agreement,  arrangement,  commitment,  or understanding (whether
written  or oral) of the type  described  in  Sections  4.16(a)  and (b) of this
Agreement, whether or not set forth in the PIC WISCONSIN Disclosure Schedule, is
referred to in this  Agreement as a "PIC  WISCONSIN  Contract",  and neither PIC
WISCONSIN nor any PIC WISCONSIN  Subsidiary knows of, or has received notice of,
any violation of any PIC WISCONSIN Contract by any of the other parties thereto.

                                       29



     (b) Section 4.16(b) of the PIC WISCONSIN  Disclosure  Schedule sets forth a
list of, and PIC WISCONSIN has made available to PRA correct and complete copies
of, all written arrangements (or group of related written  arrangements) from or
to third parties,  for the furnishing of services to, or receipt of services by,
PIC WISCONSIN or any PIC WISCONSIN  Subsidiary  (including  without  limitation,
legal and accounting  services,  risk management  services,  agency  agreements,
managing general agent agreements, reinsurance intermediary agreements and other
distribution  agreements,  and  agreements  relating to the sale or servicing of
medical  professional  liability  insurance products offered by PIC WISCONSIN or
any PIC WISCONSIN Subsidiary) under which payments were made during any calendar
year since December 31, 2002 in excess of $100,000 or that has a  non-cancelable
term in excess of one (1) year (as to the latter, which is still in effect).

     (c)  With  respect  to each PIC  WISCONSIN  Contract:  Such  PIC  WISCONSIN
Contract is in full force and effect  (except for  contracts  that have  expired
pursuant to the terms  thereof) and is legally  valid,  binding and  enforceable
against  PIC  WISCONSIN  or any of the  PIC  WISCONSIN  Subsidiaries  and to the
Knowledge of PIC WISCONSIN, the other party thereto in accordance with its terms
(except as may be  limited by  bankruptcy,  fraudulent  conveyance,  insolvency,
moratorium,  reorganization  or similar laws  affecting  the rights of creditors
generally and the  availability  of equitable  remedies).  There are no material
defaults by PIC WISCONSIN or any PIC WISCONSIN Subsidiary,  or, to the Knowledge
of PIC WISCONSIN,  any other party, under such PIC WISCONSIN  Contract.  Neither
PIC WISCONSIN nor any PIC WISCONSIN  Subsidiary has received  written or, to the
Knowledge of PIC WISCONSIN or any PIC WISCONSIN  Subsidiary,  oral notice of any
default,  offset,  counterclaim or defense under such PIC WISCONSIN Contract. No
condition or event has occurred  which with the passage of time or the giving of
notice or both would  constitute a default or breach by PIC WISCONSIN or any PIC
WISCONSIN  Subsidiary,  or, to the Knowledge of PIC  WISCONSIN,  any other party
under the terms of such PIC WISCONSIN Contract.  All security deposits,  reserve
funds,  and other sums and charges  that have become due and payable  under such
PIC  WISCONSIN  Contract  have been paid in full.  No party has  repudiated  any
provision of such PIC WISCONSIN Contract.

                                       30



     4.17 Investments and Interest Rate Risk Management Instruments.

     (a) Except as set forth in Section 4.17(a) of the PIC WISCONSIN  Disclosure
Schedule,  PIC  WISCONSIN  and  each  PIC  WISCONSIN  Subsidiary  have  good and
marketable  title to all  securities  held by it (except  securities  sold under
repurchase  agreements  or held in any fiduciary or agency  capacity),  free and
clear of any  Lien.  Such  securities  are  permissible  investments  under  all
applicable  laws and are valued on the books of PIC WISCONSIN in accordance with
SAP. Section 4.17(a) of the PIC WISCONSIN  Disclosure Schedule sets forth a list
of the securities which are in default in the payment of principal,  interest or
dividends or are  impaired to any extent.  PIC  WISCONSIN  has provided to PRA a
copy  of the  investment  policies  of  PIC  WISCONSIN  and  the  PIC  WISCONSIN
Subsidiaries  as of  September  30, 2005.  There has been no material  change in
investment policy of PIC WISCONSIN and the PIC WISCONSIN  Subsidiaries or in the
composition  of  the   investments  of  PIC  WISCONSIN  and  the  PIC  WISCONSIN
Subsidiaries since September 30, 2005.

     (b) All interest rate swaps,  caps,  floors and option agreements and other
interest rate risk management  arrangements  entered into for the account of PIC
WISCONSIN  or any of the PIC  WISCONSIN  Subsidiaries  were  entered into in the
ordinary  course of business  and, to the best  knowledge of PIC  WISCONSIN,  in
accordance with applicable  rules,  regulations and policies of any Governmental
Authority and with counterparties  believed to be financially responsible at the
time. All of such interest rate swaps,  caps,  floors and option  agreements and
other interest rate risk management  arrangements  are legal,  valid and binding
obligations  of  PIC  WISCONSIN  or  any  of  the  PIC  WISCONSIN   Subsidiaries
enforceable  in  accordance  with  their  terms  (except  as may be  limited  by
bankruptcy,  fraudulent conveyance,  insolvency,  moratorium,  reorganization or
similar laws affecting the rights of creditors generally and the availability of
equitable  remedies),  and are in full force and effect.  PIC WISCONSIN and each
PIC WISCONSIN  Subsidiary  have duly  performed in all material  respects all of
their  material  obligations  thereunder to the extent that such  obligations to
perform have accrued; and, to the best knowledge of PIC WISCONSIN,  there are no
material  breaches,  violations or defaults or allegations or assertions of such
by any party thereunder.

     4.18 Intellectual Property.

     (a) PIC  WISCONSIN or a PIC WISCONSIN  Subsidiary  owns or has the right to
use, pursuant to license, sublicense,  agreement or permission, all Intellectual
Property  necessary for the operation of the businesses of PIC WISCONSIN and the
PIC WISCONSIN  Subsidiaries as presently  conducted and as presently proposed to
be  conducted.  As used in this  Agreement,  "Intellectual  Property"  means all
trademarks,  service  marks,  logos,  domains and domain names,  trade names and
corporate names and  registrations  and applications  for registration  thereof,
copyrights and registrations and applications for registration thereof, computer
software  (including  computer  software  used in  insurance  operations  or for
accounting operations),  data and documentation,  trade secrets and confidential
business information (including financial,  marketing and business data, pricing
and cost  information,  business and marketing  plans, and customer and supplier
lists and  information),  other  proprietary  rights,  and copies  and  tangible
embodiments  thereof (in whatever  form or medium).  Section  4.18(a) of the PIC
WISCONSIN  Disclosure  Schedule  lists all  Intellectual  Property  owned by PIC
WISCONSIN and each PIC WISCONSIN Subsidiary.

                                       31



     (b) To the  Knowledge of PIC  WISCONSIN,  neither PIC WISCONSIN nor any PIC
WISCONSIN  Subsidiary has interfered with,  infringed upon,  misappropriated  or
otherwise  come into conflict with any  Intellectual  Property of third parties.
None of PIC WISCONSIN, the PIC WISCONSIN Subsidiaries, and any of the directors,
officers or employees with  responsibility for intellectual  property matters of
PIC WISCONSIN or any PIC WISCONSIN Subsidiary in their respective  capacities as
directors,  officers or employees has ever received any charge, complaint, claim
or notice  alleging any such  interference,  infringement,  misappropriation  or
violation.  To the  Knowledge of PIC  WISCONSIN,  no third party has  interfered
with,  infringed upon,  misappropriated or otherwise come into conflict with any
intellectual property rights of PIC WISCONSIN or any PIC WISCONSIN Subsidiary.

     (c) Section  4.18(c) of the PIC WISCONSIN  Disclosure  Schedule  identifies
each  item of  Intellectual  Property  that any  third  party  owns and that PIC
WISCONSIN or any PIC WISCONSIN  Subsidiary uses, or intends to use,  pursuant to
license,  sublicense,  agreement, or permission.  PIC WISCONSIN has made correct
and  complete  copies  of  all  such  licenses,   sublicenses,   agreements  and
permissions  (as amended to date)  available  to PRA.  With respect to each such
item of such Intellectual  Property: (i) the license,  sublicense,  agreement or
permission  covering the item is legal,  valid,  binding and enforceable against
PIC WISCONSIN or the applicable PIC WISCONSIN  Subsidiary  and, to the Knowledge
of PIC WISCONSIN, against the third party thereto, and in full force and effect;
(ii)  except  as  set  forth  in  Section  4.5(b)(ii)(y)  of the  PIC  WISCONSIN
Disclosure  Schedule,  the license,  sublicense,  agreement or  permission  will
continue to be legal,  valid,  binding and enforceable  against PIC WISCONSIN or
the applicable PIC WISCONSIN  Subsidiary and, to the Knowledge of PIC WISCONSIN,
the third party thereto,  and in full force and effect on identical terms on and
after the Merger and the Closing Date;  (iii) to the Knowledge of PIC WISCONSIN,
no party to the license,  sublicense,  agreement or  permission  is in breach or
default,  and no event of default  has  occurred  which with  notice or lapse of
time,  or both,  would  constitute  a breach or default  or permit  termination,
modification or acceleration thereunder; (iv) to the Knowledge of PIC WISCONSIN,
no party to the license, sublicense,  agreement or permission has repudiated any
provision  thereof;  (v) to the Knowledge of PIC WISCONSIN,  with respect to any
sublicense,  the  representations  and  warranties set forth in (i) through (iv)
above are true and correct  with  respect to the  underlying  license;  and (vi)
neither  PIC  WISCONSIN  nor  any  PIC  WISCONSIN  Subsidiary  has  granted  any
sublicense or similar right with respect to the license,  sublicense,  agreement
or permission.

     4.19 Real Property; Environmental Liability.

     (a) Neither PIC WISCONSIN nor any PIC WISCONSIN  Subsidiary owns any right,
title or interest in any real property except as described on Section 4.19(a) of
the PIC WISCONSIN  Disclosure  Schedule  (collectively,  the "PIC WISCONSIN Real
Property").  Section 4.19(a) of the PIC WISCONSIN Disclosure Schedule sets forth
a complete and accurate list and general  description of all material leases for
real property ("PIC  WISCONSIN Real Property  Leases") to which PIC WISCONSIN or
any PIC WISCONSIN  Subsidiary is a party or by which any of them are bound.  PIC
WISCONSIN or any PIC WISCONSIN Subsidiary owns all right, title and interest in,
and has good and marketable  title to, the PIC WISCONSIN Real Property,  and PIC
WISCONSIN or any PIC WISCONSIN Subsidiary has a valid leasehold interest in each
PIC  WISCONSIN  Real Property  Leases,  in each case free and clear of all Liens
except for (i) rights of lessors, co-lessees or sublessees that are reflected in
each PIC  WISCONSIN  Real  Property  Lease;  (ii) current  taxes not yet due and
payable; and (iii) such nonmonetary imperfections of title and encumbrances,  if
any, as do not materially detract from the value of or materially interfere with
the present use of the subject property. To the Knowledge of PIC WISCONSIN,  the
activities of PIC WISCONSIN and the PIC WISCONSIN  Subsidiaries  with respect to
all PIC WISCONSIN Real Property and PIC WISCONSIN  Real Property  Leases used in
connection  with their  operations  are in all material  respects  permitted and
authorized by applicable zoning laws, ordinances and regulations.

                                       32



     (b) PIC  WISCONSIN and the PIC WISCONSIN  Subsidiaries  enjoy  peaceful and
undisturbed  possession  under  all PIC  WISCONSIN  Real  Property  Leases.  PIC
WISCONSIN  has made  available to PRA complete and correct  copies of all of the
PIC WISCONSIN Real Property Leases. Each PIC WISCONSIN Real Property Lease is in
full force and effect and is legally valid,  binding and enforceable against PIC
WISCONSIN or the  applicable PIC WISCONSIN  Subsidiary  and, to the Knowledge of
PIC WISCONSIN,  the third party thereto in accordance  with its terms (except as
may be limited by bankruptcy,  fraudulent  conveyance,  insolvency,  moratorium,
reorganization  or similar laws affecting the rights of creditors  generally and
the availability of equitable  remedies).  There are no monetary defaults and no
material nonmonetary defaults by PIC WISCONSIN or any PIC WISCONSIN  Subsidiary,
or, to the Knowledge of PIC WISCONSIN,  any other party, under any PIC WISCONSIN
Real Property Lease.  Neither PIC WISCONSIN nor any PIC WISCONSIN Subsidiary has
received  written  or, to the  Knowledge  of PIC  WISCONSIN,  oral notice of any
default,  offset,  counterclaim or defense under any PIC WISCONSIN Real Property
Lease.  Except  as set  forth  in  Section  4.5(b)(ii)(y)  of the PIC  WISCONSIN
Disclosure  Schedule,  no condition or event has occurred which with the passage
of time or the giving of notice or both would  constitute a default or breach by
PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary,  or, to the  Knowledge of PIC
WISCONSIN,  any  other  party,  under  of the  terms of any PIC  WISCONSIN  Real
Property Lease. All rent,  security deposits,  reserve funds, and other sums and
charges that have become due and payable under the PIC  WISCONSIN  Real Property
Leases have been paid in full. To the Knowledge of PIC  WISCONSIN,  there are no
purchase  contracts,  options or other agreements of any kind whereby any Person
has  acquired or will have any basis to assert any right,  title or interest in,
or right to the  possession,  use,  enjoyment or proceeds of, any part or all of
the  interests in the real property  subject to the PIC WISCONSIN  Real Property
Leases.

     (c) PIC WISCONSIN and the PIC WISCONSIN  Subsidiaries  are and have been in
compliance with all  Environmental  Laws (as defined in Section 10.17(a) of this
Agreement) and all Environmental Permits (as defined in Section 10.17(a) of this
Agreement),  except  for  instances  of  non-compliance  which  would not have a
Material  Adverse  Effect on PIC WISCONSIN  and the PIC  WISCONSIN  Subsidiaries
taken  as a  whole.  There  are no  legal,  administrative,  arbitral  or  other
proceedings,   claims,   actions,   causes  of  action,   private  environmental
investigations or remediation  activities or governmental  investigations of any
nature  seeking to impose on PIC WISCONSIN or any PIC WISCONSIN  Subsidiary,  or
that could  reasonably be expected to result in the  imposition on PIC WISCONSIN
or any PIC WISCONSIN  Subsidiary  of, any liability or obligation  arising under
any  Environmental  Law  which  would  have a  Material  Adverse  Effect  on PIC
WISCONSIN.  To the Knowledge of PIC WISCONSIN,  there is no reasonable basis for
any such  proceeding,  claim,  action,  investigation  or remediation  activity.
Neither  PIC  WISCONSIN  nor any PIC  WISCONSIN  Subsidiary  is  subject  to any
agreement,  order,  judgment,  decree,  letter  or  memorandum  by or  with  any
Governmental  Authority or private  Person  imposing any liability or obligation
under any  Environmental  Law that would have a Material  Adverse  Effect on PIC
WISCONSIN. For purposes of this Section 4.19, the terms "PIC WISCONSIN" and "PIC
WISCONSIN  Subsidiaries"  include  any  Person  that is, in whole or in part,  a
predecessor of PIC WISCONSIN or any of its Subsidiaries.

                                       33



     4.20 Personal Property.

     (a)  None  of the  personal  property  owned  by PIC  WISCONSIN  or any PIC
WISCONSIN  Subsidiary  is subject to, or as of the Closing  Date will be subject
to, any Lien.

     (b) Section  4.20(b) of the PIC WISCONSIN  Disclosure  Schedule  lists each
personal  property lease to which PIC WISCONSIN or any PIC WISCONSIN  Subsidiary
is a party that is not cancelable  upon ninety (90) days notice without  penalty
and has monthly  rent that  exceeds  $1,500  (collectively,  the "PIC  WISCONSIN
Personal Property Leases"). PIC WISCONSIN has made available to PRA complete and
correct copies of all of the PIC WISCONSIN  Personal  Property Leases.  Each PIC
WISCONSIN  Personal  Property  Leases is in full force and effect and is legally
valid,  binding and  enforceable  against PIC  WISCONSIN or the  applicable  PIC
WISCONSIN  Subsidiary and, to the Knowledge of PIC WISCONSIN,  against the third
party  thereto,  in  accordance  with its terms  (except  as may be  limited  by
bankruptcy,  fraudulent conveyance,  insolvency,  moratorium,  reorganization or
similar laws affecting the rights of creditors generally and the availability of
equitable remedies).  There are no material defaults by PIC WISCONSIN or any PIC
WISCONSIN  Subsidiary,  or, to the Knowledge of PIC WISCONSIN,  any other party,
under any PIC WISCONSIN  Personal Property Lease.  Neither PIC WISCONSIN nor any
PIC  WISCONSIN  Subsidiary  has  received  written or, to the  Knowledge  of PIC
WISCONSIN, oral notice of any material default, offset,  counterclaim or defense
under any PIC  WISCONSIN  Personal  Property  Lease.  No  condition or event has
occurred  which  with the  passage of time or the giving of notice or both would
constitute a material  default or breach by PIC  WISCONSIN or any PIC  WISCONSIN
Subsidiary,  or, to the Knowledge of PIC WISCONSIN, any other party under of the
terms of any PIC WISCONSIN Personal Property Lease. All rent, security deposits,
reserve funds, and other sums and charges that have become due and payable under
the PIC  WISCONSIN  Personal  Property  Leases  have been  paid in full.  To the
Knowledge of PIC WISCONSIN,  there are no purchase  contracts,  options or other
agreements of any kind whereby any Person has acquired or will have any basis to
assert  any  right,  title or  interest  in,  or right to the  possession,  use,
enjoyment or proceeds of, any part or all of the  interests in the real property
subject to the PIC WISCONSIN Personal Property Leases.

     4.21 State  Takeover  Laws.  The Board of  Directors of PIC  WISCONSIN  has
approved the  transactions  contemplated  by this Agreement and taken such other
actions  necessary or  appropriate to cause neither the provisions of the Rights
Agreement nor the  provisions of Chapter 552 of the Wisconsin  Statutes to apply
to this Agreement or any of the transactions contemplated by this Agreement. PRA
understands and acknowledges that the Insurance Laws applicable to PIC WISCONSIN
regulate and apply to the change in the  ownership of PIC  WISCONSIN and the PIC
WISCONSIN Insurance Subsidiaries as contemplated by this Agreement.

                                       34



     4.22 [Reserved.]

     4.23 Insurance Matters.

     (a) Except as set forth in Section 4.23(a) of the PIC WISCONSIN  Disclosure
Schedule,  all policies,  binders,  slips,  certificates and other agreements of
insurance  in  effect  as  of  the  date  hereof  (including  all  applications,
endorsements,  supplements,  endorsements,  riders and  ancillary  agreements in
connection  therewith)  issued by PIC WISCONSIN and the PIC WISCONSIN  Insurance
Subsidiaries,  and any and all marketing materials,  agents agreements,  brokers
agreements,  service contracts,  and managing general agents agreements to which
PIC  WISCONSIN or any PIC WISCONSIN  Subsidiary  is a party,  are, to the extent
required under applicable law, on forms approved by the Insurance  Regulators or
have been filed with and not objected to by such Insurance Regulators within the
period  provided for objection,  and all of such forms comply with the Insurance
Laws in all material respects.  As to premium rates established by PIC WISCONSIN
or any PIC WISCONSIN Insurance Subsidiary which are required to be filed with or
approved by any Insurance Regulators,  the rates have been so filed or approved,
the  premiums  charged  conform  thereto,  and  such  premiums  comply  with the
Insurance Laws.  Section 4.23(a) of the PIC WISCONSIN  Disclosure  Schedule sets
forth  all  increases  in  premium  rates  for  medical  professional  liability
insurance   submitted  by  PIC  WISCONSIN   and  the  PIC  WISCONSIN   Insurance
Subsidiaries  which have been  disapproved  by any  Insurance  Regulators  since
December 31, 2000.  Section  4.23(a) of the PIC  WISCONSIN  Disclosure  Schedule
lists all correspondence or communications from any Insurance Regulator received
by PIC WISCONSIN or any PIC WISCONSIN  Insurance  Subsidiary  after December 31,
2000,  that  requests or suggests that its premium  rates,  if  applicable,  for
professional  liability  insurance  should be reduced below the current approved
premium levels.

     (b) Except as set forth in Section 4.23(b) of the PIC WISCONSIN  Disclosure
Schedule,  neither PIC WISCONSIN nor any PIC WISCONSIN Insurance  Subsidiary has
issued any  participating  policies  or any  retrospectively  rated  policies of
insurance.  PIC WISCONSIN has not declared any  policyholder  dividend which has
not been paid prior to the date of this Agreement.

     (c)  All  reinsurance  treaties  or  agreements,  including  retrocessional
agreements,  to which PIC WISCONSIN or any PIC WISCONSIN Insurance Subsidiary is
a party or under which PIC WISCONSIN or any PIC WISCONSIN  Insurance  Subsidiary
has any  existing  rights,  obligations  or  liabilities  are  listed on Section
4.23(c) of the Disclosure Schedule (the "PIC WISCONSIN  Reinsurance  Treaties").
Except as disclosed on Section 4.23(c) of the PIC WISCONSIN Disclosure Schedule,
PIC WISCONSIN  has provided PRA with correct and complete  copies of all of such
PIC  WISCONSIN  Reinsurance  Treaties  and all  such PIC  WISCONSIN  Reinsurance
Treaties are in full force and effect,  and the consummation of the transactions
contemplated  by this  Agreement  will not result in the  termination of any PIC
WISCONSIN  Reinsurance  Treaties.  The PIC  WISCONSIN  Reserves  (as  defined in
Section 4.23(d) of this Agreement) at each of December 31, 2004 and December 31,
2003,  as  reflected  in the PIC  WISCONSIN  SAP  Statements,  are stated net of
reinsurance ceded amounts.  The PIC WISCONSIN SAP Statements  accurately reflect
the extent to which,  pursuant to Insurance  Laws, PIC WISCONSIN  and/or the PIC
WISCONSIN  Insurance  Subsidiaries  are entitled to take credit for  reinsurance
under  the PIC  WISCONSIN  Reinsurance  Treaties.  All  reinsurance  recoverable
amounts  reflected in said balance sheets are collectible,  and PIC WISCONSIN is
unaware  of any  material  adverse  change  in the  financial  condition  of its
reinsurers  that might  raise  concern  regarding  their  ability to honor their
reinsurance  commitments,  except as set  forth in  Section  4.23(c)  of the PIC
WISCONSIN Disclosure Schedule.  No party to any of the PIC WISCONSIN Reinsurance
Treaties  has  given  notice to PIC  WISCONSIN  or any PIC  WISCONSIN  Insurance
Subsidiary  that such  party  intends  to  terminate  or  cancel  any of the PIC
WISCONSIN  Reinsurance Treaties as a result of or following  consummation of the
Merger. Each PIC WISCONSIN Reinsurance Treaty is valid and binding on each party
thereto, and none of PIC WISCONSIN, any PIC WISCONSIN Insurance Subsidiary, and,
to the Knowledge of PIC WISCONSIN, any other party thereto, is in default in any
material  respect  with  respect to any such  reinsurance  agreement  or treaty.
Except as disclosed on Section 4.23(c) of the PIC WISCONSIN Disclosure Schedule,
no PIC WISCONSIN  Reinsurance  Treaty contains any provision  providing that the
other  party  thereto  may  terminate  the same by  reason  of the  transactions
contemplated by this  Agreement,  or contains any other provision which would be
altered or otherwise  become  applicable by reason of such  transactions.  Since
December  31, 2004 no PIC  WISCONSIN  Reinsurance  Treaty has been  canceled and
there  has  not  been  any  change  in the  retention  level  under  any of such
reinsurance agreements or treaties.

                                       35



     (d) Each PIC  WISCONSIN  Insurance  Subsidiary  has assets that  qualify as
admitted  assets under the Insurance Laws in an amount at least equal to the sum
of all its reserves and liability  amounts and its minimum statutory capital and
surplus as  required  by such  Insurance  Laws.  Each of the PIC  WISCONSIN  SAP
Statements,  as of the date  thereof,  sets forth all of the reserves of the PIC
WISCONSIN  Insurance  Subsidiaries  as of  such  date  (collectively,  the  "PIC
WISCONSIN  Reserves").  The  PIC  WISCONSIN  Reserves,  gross  and  net  of  the
reinsurance  thereof,  were prepared in  accordance  with the  requirements  for
reserves established by the applicable Insurance Regulators,  were determined in
accordance with SAP and generally  accepted  actuarial  principles  consistently
applied, were computed on the basis of methodologies  consistent in all material
respects  with those used in prior  periods,  were fairly stated in all material
respects in accordance with sound actuarial and statutory accounting principles,
and were established in accordance with prudent  insurance  practices  generally
followed in the insurance industry, and PIC WISCONSIN's management believes that
the PIC WISCONSIN Reserves make good and sufficient provisions for all insurance
obligations  of the PIC  WISCONSIN  Insurance  Subsidiaries.  PIC  WISCONSIN has
provided  or made  available  to PRA copies of all work papers used as the basis
for  establishing  the PIC  WISCONSIN  Reserves.  Except  for  regular  periodic
assessments  based on developments  that are publicly known within the insurance
industry,  to the Knowledge of PIC WISCONSIN,  no claim or assessment is pending
or threatened  against PIC WISCONSIN or any PIC WISCONSIN  Insurance  Subsidiary
which is peculiar or unique to PIC  WISCONSIN  or such PIC  WISCONSIN  Insurance
Subsidiary by any state insurance  guaranty  association in connection with such
association's fund relating to insolvent insurers.

                                       36



     (e) Section  4.23(e) of the PIC WISCONSIN  Disclosure  Schedule  lists each
actuary, independent or otherwise, that has reviewed, on behalf of PIC WISCONSIN
or any PIC  WISCONSIN  Subsidiary,  the reserves for losses and loss  adjustment
expenses of PIC WISCONSIN or any of the PIC WISCONSIN Insurance Subsidiaries and
their  premium  rates for  liability  insurance in each of the years  commencing
after  December  31,  2001  (collectively  the  "PIC  WISCONSIN  Actuaries"  and
separately an "PIC  WISCONSIN  Actuary").  Section  4.23(e) of the PIC WISCONSIN
Disclosure  Schedule lists each and every actuarial report, and all attachments,
supplements,  addenda and modifications thereto prepared for or on behalf of PIC
WISCONSIN  or any  PIC  WISCONSIN  Insurance  Subsidiary  by the  PIC  WISCONSIN
Actuaries,  or delivered by the PIC WISCONSIN  Actuaries to PIC WISCONSIN or any
PIC  WISCONSIN  Insurance  Subsidiary,  since  December 31, 2001, in which a PIC
WISCONSIN  Actuary  has (i)  either  expressed  an opinion  on the  adequacy  of
reserves for losses and loss adjustment  expenses or made  recommendations as to
either the amount of  reserves  for losses  and loss  adjustment  expenses  that
should be maintained by PIC WISCONSIN or any PIC WISCONSIN Insurance Subsidiary,
or (ii)  expressed  an opinion as to the  adequacy  of such  premiums  or made a
recommendation as to the premiums that should be charged by PIC WISCONSIN or any
PIC WISCONSIN Insurance  Subsidiary for liability insurance  (collectively,  the
"PIC  WISCONSIN  Actuarial  Analyses").  To the  Knowledge of PIC  WISCONSIN the
information  and data furnished by PIC WISCONSIN or any PIC WISCONSIN  Insurance
Subsidiary to the PIC WISCONSIN  Actuaries in connection  with the PIC WISCONSIN
Actuarial Analyses were accurate in all material  respects.  To the Knowledge of
PIC WISCONSIN,  each PIC WISCONSIN Actuarial Analysis was based upon an accurate
inventory of policies in force for PIC WISCONSIN and the PIC WISCONSIN Insurance
Subsidiaries,  as the case may be,  at the  relevant  time of  preparation,  was
prepared  using  appropriate  modeling  procedures  accurately  applied  and  in
conformity with generally accepted actuarial  principles  consistently  applied,
and the projections  contained therein were properly prepared in accordance with
the assumptions  stated therein.  PIC WISCONSIN has made available to PRA a true
and correct copy of each of the PIC WISCONSIN Actuarial Analyses.

     4.24 No  Investment  Company.  Neither PIC  WISCONSIN nor any PIC WISCONSIN
Subsidiary  is  an  "investment  company,"  or  a  company  "controlled"  by  an
"investment  company," within the meaning of the Investment Company Act of 1940,
as amended.

     4.25  Amendment of Rights  Agreement.  PIC WISCONSIN has amended the Rights
Agreement between PIC WISCONSIN and American Stock Transfer & Trust Company (the
"Rights Agent"), dated as of November 4, 2004 (the "Rights Agreement"),  and has
provided a copy of such amendment to PRA. The amendment to the Rights  Agreement
was duly  authorized and approved by the Board of Directors of PIC WISCONSIN and
thereafter executed by PIC WISCONSIN and the Rights Agent prior to the execution
of this Agreement.  PIC WISCONSIN has taken all corporate  actions  necessary to
effect  such  amendment  pursuant to the Rights  Agreement.  At the time of such
amendment to the Rights  Agreement and as of the date of this  Agreement,  there
were and are no Acquiring Persons as defined in the Rights Agreement.

     4.26 Accuracy of Information Supplied.

     (a) None of the  representations  and  warranties  made by PIC WISCONSIN in
this Agreement,  taken together and with the PIC WISCONSIN  Disclosure Schedule,
contains  an untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements set forth herein and therein,  in
light of the  circumstances  in which such statements were made, not misleading.
The copies of documents  attached to the PIC  WISCONSIN  Disclosure  Schedule or
otherwise  made available to PIC WISCONSIN in connection  with the  transactions
contemplated hereby are accurate and complete in all respects.

                                       37



     (b) The  information  supplied  or to be  supplied  by or on  behalf of PIC
WISCONSIN for inclusion or incorporation by reference in the Proxy Statement and
the S-4 will not, on the date of their filing, or in the case of the S-4, at the
time it becomes  effective  under the  Securities  Act, or on the date the Proxy
Statement is mailed or at the time of the PIC WISCONSIN  shareholders'  meeting,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.  The  Proxy  Statement  and the  S-4,  to the  extent  they  include
information  regarding  PIC  WISCONSIN,  will comply as to form in all  material
respects with the  requirements  of the  Securities Act and the Exchange Act and
the rules and regulations  thereunder.  Notwithstanding the foregoing provisions
of this Section 4.26(b),  no representation or warranty is made by PIC WISCONSIN
with respect to information or statements  made or  incorporated by reference in
the S-4 or the Proxy  Statement  which were not  supplied by or on behalf of PIC
WISCONSIN.

                                   ARTICLE 5

                      REPRESENTATIONS AND WARRANTIES OF PRA
                      -------------------------------------

     PRA represents and warrants to PIC WISCONSIN that the statements  contained
in this Article 5 are correct and complete as of the date of this  Agreement and
will be correct and  complete as of the Closing Date (as though made then and as
though  the  Closing  Date  was  substituted  for the  date  of  this  Agreement
throughout  this Article),  except (i) as set forth in the  disclosure  schedule
delivered  by PRA to PIC  WISCONSIN  on the date  hereof  and  initialed  by the
parties  (the "PRA  Disclosure  Schedule"),  or (ii) for any  changes to the PRA
Disclosure  Schedule  that are  disclosed by PRA to PIC  WISCONSIN in accordance
with  Section   7.9(b)  of  this   Agreement,   or  (iii)  to  the  extent  such
representations  and warranties speak as of an earlier date.  Nothing in the PRA
Disclosure  Schedule  shall be deemed  adequate to disclose  an  exception  to a
representation  or  warranty  made  herein  unless the PRA  Disclosure  Schedule
identifies  the exception  with  reasonable  particularity.  The PRA  Disclosure
Schedule  will be arranged  in  paragraphs  corresponding  to the  lettered  and
numbered  paragraphs  contained in this Article 5; provided,  however,  (i) that
each  exception  set  forth  in the PRA  Disclosure  Schedule  shall  be  deemed
disclosed for purposes of all  representations  and warranties if such exception
is  contained in a section of the PRA  Disclosure  Schedule  corresponding  to a
Section in this  Article 5, and (ii) the mere  inclusion  of an exception in the
PRA  Disclosure  Schedule  shall  not be deemed  an  admission  by PRA that such
exception represents a material fact, event or circumstance or would result in a
material  adverse  effect  or  material   adverse  change.   All  documents  and
instruments  attached as exhibits or annexes to the PRA Disclosure  Schedule are
incorporated by reference to the PRA Disclosure Schedule.

     5.1 Corporate Organization.

                                       38



     (a) PRA is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Delaware.  PRA has the corporate  power
and authority to own or lease all of its  properties  and assets and to carry on
its business as it is now being conducted,  and is duly licensed or qualified to
do business in each  jurisdiction in which the nature of the business  conducted
by it or the character or location of the  properties and assets owned or leased
by it makes such licensing or qualification necessary,  except where the failure
to be so licensed or qualified  can be cured without a Material  Adverse  Effect
(as defined in Section 10.17(a)) on PRA.

     (b) PRA has made available to PIC WISCONSIN  correct and complete copies of
the  Certificate  of  Incorporation  and  Bylaws  of PRA  and  each  of the  PRA
Subsidiaries  (as amended to date).  PRA has made available to PIC WISCONSIN all
of the minute books containing the records of the meetings of the  stockholders,
the board of  directors  and any  committee  of the board of  directors  of PRA,
except for information subject to confidentiality  agreements with third parties
in which case,  such  information  has been  redacted.  The minute  books of PRA
reflect all of the material actions taken by its Boards of Directors  (including
each committee thereof) and stockholders.

     (c) The books and records of PRA and each of the PRA  Subsidiaries  (i) are
and have been properly  prepared and  maintained in form and substance  adequate
for preparing audited consolidated financial statements, in accordance with GAAP
and any other  applicable legal and accounting  requirements,  (ii) reflect only
actual  transactions,  and (iii)  fairly and  accurately  reflect all assets and
liabilities of PRA and each of the PRA  Subsidiaries and all contracts and other
transactions to which PRA or any of the PRA Subsidiaries is or was a party or by
which PRA or any of the PRA Subsidiaries or any of their  respective  businesses
or assets is or was affected.

     5.2 Subsidiaries.

     (a) Section 5.2(a) of the PRA  Disclosure  Schedule sets forth the name and
state of  incorporation  or  organization  of each  Subsidiary  of PRA (the "PRA
Subsidiaries").  Each PRA Subsidiary (i) is duly organized and validly  existing
as a corporation  under the laws of its  jurisdiction of  organization,  (ii) is
duly qualified to do business and in good standing in all jurisdictions (whether
federal,  state, local or foreign) where its ownership or leasing of property or
the  conduct of its  business  requires it to be so  qualified  and in which the
failure to be so  qualified  would have a Material  Adverse  Effect on PRA,  and
(iii)  has all  requisite  corporate  power  and  authority  to own or lease its
properties and assets and to carry on its business as now conducted.

     (b)  Section  5.2(b)  of the PRA  Disclosure  Schedule  identifies  the PRA
Subsidiaries that offer insurance and the states in which they are authorized or
licensed to conduct business,  and the type of insurance  products that they are
authorized  or  licensed  to  offer  in each  such  state  (the  "PRA  Insurance
Subsidiaries"). No PRA Insurance Subsidiary offers any insurance products in any
jurisdiction where it is neither authorized nor licensed to offer such insurance
products. The business of each of the PRA Insurance Subsidiaries has been and is
being conducted in compliance with all of its licenses in all material respects.
All of such  licenses are in full force and effect and there is no proceeding or
investigation  pending  or, to the  Knowledge  of PRA,  threatened  which  would
reasonably be expected to lead to the revocation,  amendment,  failure to renew,
limitation, suspension or restriction of such license.

                                       39



     (c) PRA is, directly or indirectly,  the record and beneficial owner of all
of the  outstanding  shares of  capital  stock of each of the PRA  Subsidiaries.
There are no  irrevocable  proxies  granted  by PRA or any PRA  Subsidiary  with
respect  to  such  shares.  There  are no  equity  securities  of any of the PRA
Subsidiaries  that are or may  become  required  to be  issued  by reason of any
option,  warrants,  scrip,  rights, to subscribe to, calls or commitments of any
character  whatsoever  relating to, or securities or rights  convertible into or
exchangeable  for,  shares of any capital  stock of any of the PRA  Subsidiaries
except  shares  of the  PRA  Subsidiaries  issued  to  other  wholly  owned  PRA
Subsidiaries.   There  are  no   contracts,   commitments,   understandings   or
arrangements by which any of the PRA  Subsidiaries is bound to issue  additional
shares of its  capital  stock or  options,  warrants  or rights to  purchase  or
acquire any  additional  shares of its capital stock or  securities  convertible
into or exchangeable for such shares.  All of the shares of the PRA Subsidiaries
described in the first sentence of this Section 5.2(c) are validly issued, fully
paid and nonassessable and free of preemptive  rights, and are owned by PRA or a
PRA  Subsidiary  free and  clear of any and all  Liens and free and clear of any
claim,  right or option to acquire  any such  shares.  PRA does not  directly or
indirectly own any interest in any other corporation, partnership, joint venture
or other  business  association  or entity  which is material to PRA and the PRA
Subsidiaries taken as a whole.

     (d) No PRA  Subsidiary  has or is bound by any  outstanding  subscriptions,
options, warrants, calls, commitments or agreements of any character calling for
the  purchase  or issuance  of any shares of capital  stock or any other  equity
security of such Subsidiary or any securities representing the right to purchase
or otherwise receive any shares of capital stock or any other equity security of
such Subsidiary.

     5.3  Capitalization.  The  authorized  capital  stock  of PRA  consists  of
150,000,000 shares, with said shares divided into two classes. One class of said
shares  consists of 50,000,000  shares of preferred stock and the other class of
said shares consists of 100,000,000  shares of common stock, $0.01 par value per
share, of PRA ("PRA Common  Stock").  As of November 30, 2005, no shares of such
preferred  stock and  31,095,473  shares of PRA  Common  Stock  were  issued and
outstanding  and no shares of either such  preferred  stock or PRA Common  Stock
were held in treasury.  All of the issued and  outstanding  shares of PRA Common
Stock  have  been  duly  authorized  and  validly  issued  and are  fully  paid,
nonassessable and free of preemptive rights with no personal liability attaching
to the ownership thereof. As of the date of this Agreement,  and except pursuant
to the terms of this Agreement,  the  outstanding  stock options (the "PRA Stock
Options") described on Section 5.3 of the PRA Disclosure  Schedule,  and the PRA
3.9% Convertible  Senior  Debentures due 2023 ( the "PRA Debentures" ), PRA does
not have and is not bound by any outstanding  subscriptions,  options, warrants,
calls,  commitments  or agreements of any character  calling for the purchase or
issuance of any shares of PRA Common Stock or any other equity securities of PRA
or any securities  representing  the right to purchase or otherwise  receive any
shares of PRA Common Stock or any other equity securities of PRA. Section 5.3 of
the PRA Disclosure  Schedule sets forth the number of shares of PRA Common Stock
reserved for issuance as of November 30, 2005.  Since November 30, 2005, PRA has
not issued any shares of PRA Common Stock or other equity  securities of PRA, or
any  securities  convertible  into or  exercisable  for any shares of PRA Common
Stock or other equity  securities of PRA, other than pursuant to the exercise of
stock  options  issued under the PRA Stock Option  Plans  granted  prior to such
date.

                                       40



     5.4 Authority; No Violation; Consents and Approvals.

     (a) PRA has full corporate  power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated by this Agreement. The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated by this Agreement have been duly and validly approved
by the Board of Directors of PRA, and no other corporate proceedings on the part
of PRA  (including  any approval of the  stockholders  of PRA) are  necessary to
approve this Agreement and to consummate the  transactions  contemplated by this
Agreement.  This  Agreement has been duly and validly  executed and delivered by
PRA and (assuming due authorization, execution and delivery by PIC WISCONSIN and
the  receipt  of all  Requisite  Regulatory  Approvals  constitutes  a valid and
binding  obligation  of  PRA,  subject  to  applicable  bankruptcy,   fraudulent
conveyance,  insolvency and similar laws affecting  creditors' rights generally,
and subject, as to enforceability, to general principles of equity.

     (b) Neither the  execution  and  delivery of this  Agreement by PRA nor the
consummation by PRA of the  transactions  contemplated  by this  Agreement,  nor
compliance by PRA with any of the terms or provisions  of this  Agreement,  will
(i) violate any provision of the Certificate of  Incorporation  or Bylaws of PRA
or (ii) assuming that all Requisite Regulatory Approvals and all of the consents
and approvals referred to in Section 4.5(c) of this Agreement are duly obtained,
(x) violate any statute,  code, ordinance,  rule, regulation,  judgment,  order,
writ, decree or injunction applicable to PRA or any of its properties or assets,
or (y) violate,  conflict  with,  result in a breach of any  provision of or the
loss of any benefit under,  constitute a default (or an event which, with notice
or lapse of time,  or both,  would  constitute a default)  under,  result in the
termination of or a right of termination or cancellation  under,  accelerate the
performance  required  by, or result in the creation of any Lien upon any of the
properties or assets of PRA under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which PRA is a party, or by which it or any of
its properties or assets may be bound or affected,  except for such  violations,
conflicts,  breaches or defaults which, either individually or in the aggregate,
would not have a Material Adverse Effect on PRA.

     (c) Except for (i) the filing of applications,  notices and forms with, and
the  obtaining of  approvals  from,  the  Insurance  Regulators  pursuant to the
Insurance Laws, with respect to the transactions contemplated by this Agreement,
(ii) the filing  with the SEC of the S-4,  (iii) the filing of the  Articles  of
Merger  with the OCI of  Wisconsin  pursuant  to the Merger  Statutes,  (iv) the
filing of the HSR Act Report with the Pre-Merger  Notification Agencies pursuant
to the HSR Act, (v) any consents, authorizations,  orders and approvals required
under the Securities  Act, the Exchange Act, and the HSR Act, (vi) any consents,
authorizations,  approvals,  filings or exemptions in connection with compliance
with the applicable  provisions of federal and state securities laws relating to
the regulation of broker-dealers or investment advisers, and federal commodities
laws relating to the  regulation of futures  commission  merchants and the rules
and regulations  thereunder and of any SRO (including,  without limitation,  the
NAIC, the NYSE, or the National  Association of Securities Dealers ("NASD"),  or
which are required under the Insurance  Laws and other similar laws,  (vii) such
filings  and  approvals  as are  required  to be  made  or  obtained  under  the
securities or "Blue Sky" laws of various states in connection  with the issuance
of the shares of PRA Common  Stock  pursuant to this  Agreement,  and (viii) the
approval of this Agreement by the requisite  votes of the  shareholders of NEWCO
and the  shareholders of PIC WISCONSIN,  no consents or approvals of, or filings
or registrations  with any  Governmental  Authority or with any other Person are
necessary in connection with the execution and delivery by PRA of this Agreement
or the  consummation  by PRA or any  PRA  Subsidiary  (including  NEWCO)  of the
transactions contemplated by this Agreement.

                                       41



     5.5 Insurance Reports.

     (a) "PRA SAP Statements" means (i) the annual statutory  statements of each
of the PRA Insurance Subsidiaries filed with any Insurance Regulator for each of
the years ended  December 31, 2004,  2003 and 2002 and each calendar year ending
after the date of this  Agreement,  (ii) the quarterly  statutory  statements of
each of the PRA Insurance  Subsidiaries  filed with any Insurance  Regulator for
each  quarterly  period in 2005 and for each  quarterly  period ending after the
date  of  this  Agreement,  and  (iii)  all  exhibits,  interrogatories,  notes,
schedules and any actuarial  opinions,  affirmations or  certifications or other
supporting  documents filed in connection with such annual statutory  statements
and quarterly statutory statements.

     (b) All such PRA SAP Statements were and will be prepared (i) in conformity
with SAP and (ii) in  accordance  with the books and  records of PRA and the PRA
Insurance  Subsidiaries.  The PRA SAP Statements,  when read in conjunction with
the notes thereto and any statutory audit reports relating thereto, present, and
will present,  fairly in all material respects the statutory financial condition
and results of operations of the PRA  Insurance  Subsidiaries  for the dates and
periods  indicated  and are  consistent  with the books and  records  of the PRA
Insurance  Subsidiaries (which books and records are correct and complete in all
material respects).  The annual balance sheets and income statements included in
the PRA SAP Statements have been, and will be, where required by Insurance Laws,
audited by an independent accounting firm of recognized national reputation. PRA
has  made  available  to PRA  true  and  complete  copies  of all of the PRA SAP
Statements and all audit opinions related thereto.

     (c) Since January 1, 2002,  PRA and each PRA Insurance  Subsidiary (i) have
filed or submitted with all applicable  Insurance  Regulators,  all registration
statements,  notices and reports,  together with all  supplements and amendments
thereto,  required  under the Insurance  Laws  applicable  to insurance  holding
companies (the "PRA Holding  Company Act Reports");  (ii) have filed all PRA SAP
Statements,  (iii) have filed all other reports and statements together with all
amendments  and  supplements  thereto,  required to be filed with any  Insurance
Regulator  under the Insurance Laws; and (iv) have paid all fees and assessments
due and  payable by them under the  Insurance  Laws.  Section  5.5(c) of the PRA
Disclosure  Schedule  sets  forth a list of, and PRA has made  available  to PIC
WISCONSIN,  accurate and complete copies of, all PRA SAP Statements, PRA Holding
Company Act Reports and all other reports and statements filed by PRA or any PRA
Subsidiary with any Insurance Regulator for periods ending and events occurring,
after January 1, 2002 and prior to the Closing Date and the latest  requests for
approval  of rate  increase  in each  state in which  an PRA  Subsidiary  writes
insurance.  All such PRA SAP  Statements,  PRA  Holding  Company Act Reports and
other reports and statements complied with the Insurance Laws when filed and, as
of  their  respective  dates,  contained  all  information  required  under  the
Insurance   Laws  and  did  not  contain  any  false   statements   or  material
misstatements  of fact or omit to state any material facts necessary to make the
statements  set  forth  therein  not  materially  misleading  in  light  of  the
circumstances  in which such  statements  were made. No  deficiencies  have been
asserted by any Governmental  Authority with respect to such PRA SAP Statements,
PRA Holding Company Act Reports and other reports and statements.

                                       42



     (d) Except for normal examinations conducted by a Governmental Authority in
the regular course of the business of PRA and its Subsidiaries,  no Governmental
Authority  has initiated any  proceeding or  investigation  into the business or
operations of PRA, any PRA Subsidiary,  or any director or officer of PRA or any
PRA  Subsidiary,  since  January  1,  2002.  There is no  unresolved  violation,
criticism,  or  exception  by any  Governmental  Authority  with  respect to any
examinations of PRA or any of its Subsidiaries.

     (e)  Section  5.5(e) of the PRA  Disclosure  Schedule  lists all  financial
examinations  that any Insurance  Regulator has conducted with respect to PRA or
any of the PRA  Insurance  Subsidiaries  since  December 31, 2001.  PRA has made
available to PIC WISCONSIN correct and complete reports issued by the applicable
Insurance Regulator with respect to such financial examinations except for those
indicated as currently in process.

     (f) Neither PRA nor any PRA  Subsidiary  has  received  from any Person any
Notice on Form A or such other form as may be prescribed  under  applicable  law
indicating  that such Person intends to make or has made a tender offer for or a
request or  invitation  for tenders of, or intends to enter into, or has entered
into any  agreement  to  exchange  securities  for, or intends to acquire or has
acquired (in the open market or otherwise), any voting security of PRA, if after
the consummation  thereof such Person would directly or indirectly be in control
of PRA.

     5.6 SEC Reports; Financial Statements.

     (a) PRA has on a timely  basis  filed  all  forms,  reports  and  documents
required to be filed by it with the SEC since January 1, 2002. Section 5.6(a) of
the PRA  Disclosure  Schedule  lists,  and PRA has  delivered  to PIC  WISCONSIN
(except to the extent available in full without  redaction on the SEC's web site
through  the  Electronic  Data  Gathering,   Analysis,  and  Retrieval  database
("EDGAR") two (2) days prior to the date of this  Agreement)  copies in the form
filed with the SEC of (i) PRA's Annual Reports on Form 10-K for each fiscal year
of PRA commencing  after December 31, 2001,  (ii) its Quarterly  Reports on Form
10-Q for each of the first three fiscal  quarters in each of the fiscal years of
PRA commencing after December 31, 2001,  (iii) all proxy statements  relating to
PRA's  meetings  of  shareholders  (whether  annual or  special)  held,  and all
information  statements  relating to  shareholder  consents,  since December 31,
2001,  (iv) all  certifications  and statements  required by (x) the SEC's Order
dated June 27, 2002  pursuant to Section  21(a)(1) of the Exchange Act (File No.
4-460),  (y) Rule  13a-14 or  15d-14  under  the  Exchange  Act or (z) 18 U.S.C.
ss.1350 (Section 906 of the SOX with respect to any report referred to in clause
(i) or  (ii) of  this  sentence,  (v) all  other  forms,  reports,  registration
statements  and  other  documents  (other  than  preliminary  materials  if  the
corresponding  definitive materials have been provided to PIC WISCONSIN pursuant
to this  Section  5.6(a)  filed by PRA with the SEC since  January  1, 2002 (the
forms,  reports,  registration  statements  and other  documents  referred to in
clauses (i), (ii),  (iii),  (iv) and (v) of this sentence  together with any and
all  amendments  thereto are,  collectively,  the "PRA SEC Reports"  and, to the
extent  available in full without  redaction on the SEC's web site through EDGAR
two days prior to the date of this Agreement, are, collectively,  the "PRA Filed
SEC Reports"),  and (vi) all comment  letters  received by PRA from the Staff of
the SEC since January 1, 2002 and all responses to such comment letters by or on
behalf of PRA.

                                       43



     (b)  The  PRA  SEC  Reports  (i)  were  prepared  in  accordance  with  the
requirements  of the Securities Act and the Exchange Act, as the case may be, in
all  material  respects,  and (ii) did not at the time they were  filed with the
SEC, or if thereafter amended, at the time of such amendment, contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary in order to make the statements made therein, in the
light of the  circumstances  under  which they were  made,  not  misleading.  No
Subsidiary of PRA is or has been required to file any form, report, registration
statement or other  document with the SEC. As used in this Section 5.6, the term
"file"  shall be broadly  construed to include any manner in which a document or
information is furnished, supplied or otherwise made available to the SEC.

     (c) PRA has  established and maintains  disclosure  controls and procedures
(as such  term is  defined  in  Section  13(b)(2)(B)  and  Rules  13a-15(e)  and
15d-15(e) under the Exchange Act). Such disclosure controls and procedures:  (i)
are  designed  to  ensure  that  material  information  relating  to PRA and its
Subsidiaries  is made  known to PRA's  chief  executive  officer  and its  chief
financial  officer by others  within  those  entities,  particularly  during the
periods in which  PRA's  reports and filings  under the  Exchange  Act are being
prepared, (ii) have been evaluated for effectiveness as of the end of year ended
December 31, 2004 and each quarterly period thereafter  reported to the SEC, and
(iii) are effective to perform the  functions  for which they were  established.
Neither the auditors of PRA nor the Audit Committee of the Board of Directors of
PRA  have  been  advised  of:  (x)  any  significant  deficiencies  or  material
weaknesses in the design or operation of the internal  controls  over  financial
reporting (as such term is defined in Section  13(b)(2)(B)  and Rules  13a-15(f)
and  15d-15(d)  of the  Exchange  Act) of PRA and its  Subsidiaries  which could
adversely  affect  PRA's  ability  to  record,  process,  summarize  and  report
financial  data,  or (y) any  fraud,  whether  or not  material,  that  involves
management  or other  employees  who have a role in the internal  controls  over
financial  reporting  of PRA and its  Subsidiaries.  Since  the date of the most
recent  evaluation  of such  internal  controls  over  financial  reporting  and
procedures,  there have been no  significant  changes in internal  controls over
financial reporting or in other factors that could significantly affect internal
controls  subsequent to the date of the  evaluation,  including  any  corrective
actions with regard to significant deficiencies and material weaknesses.

     (d) Since July 31, 2002, each PRA Filed SEC Report which included financial
statements  was  accompanied  by the  certifications  of PRA's  chief  executive
officer and chief  financial  officer as required  under Sections 302 and 906 of
SOX.

     (e) The financial  statements of PRA and its  Subsidiaries  included in the
PRA SEC  Reports  (including  the related  notes)  complied or will comply as to
form,  as of their  respective  dates of filing  with the SEC,  in all  material
respects with  applicable  accounting  requirements  and the published rules and
regulations  of the SEC with respect  thereto  (including,  without  limitation,
Regulation  S-X),  were or will be prepared in  accordance  with GAAP during the
periods  and at the dates  involved  (except  as may be  indicated  in the notes
thereto and except, in the case of unaudited statements, to the extent permitted
by Regulation  S-X for Quarterly  Reports on Form 10-Q),  and fairly present the
consolidated  financial  condition  of PRA and  its  Subsidiaries  at the  dates
thereof  and the  consolidated  results  of  operations  and cash  flows for the
periods  then ended.  Except as reflected in PRA's  unaudited  balance  sheet at
September  30,  2005,  or  liabilities   described  in  any  notes  thereto  (or
liabilities  for which  neither  accrual  nor  footnote  disclosure  is required
pursuant to GAAP) (the "PRA Balance Sheet"), or for liabilities  incurred in the
ordinary  course of  business  since  September  30, 2005  consistent  with past
practice or in connection with this Agreement or the  transactions  contemplated
hereby,  neither PRA nor any PRA  Subsidiary  has any  material  liabilities  or
obligations of any nature.

                                       44



     (f) PRA and  each PRA  Subsidiary  maintains  accurate  books  and  records
reflecting its assets and liabilities and maintains proper and adequate internal
accounting  controls over financial  reporting which provide  assurance that (i)
transactions are executed with management's authorization; (ii) transactions are
recorded  as  necessary  to permit  preparation  of the  consolidated  financial
statements of PRA and to maintain  accountability for the consolidated assets of
PRA;  (iii) access to assets is permitted only in accordance  with  management's
authorization;  (iv) the reporting of assets is compared with existing assets at
regular intervals;  and (v) accounts,  notes and other receivables and inventory
are recorded  accurately,  and proper and adequate procedures are implemented to
effect the collection thereof on a current and timely basis.

     (g) Except as set forth in Section 5.6(g) of the PRA  Disclosure  Schedule,
there are no securitization  transactions and "off-balance  sheet  arrangements"
(as defined in Item  303(a)(4)(ii) of Regulation S-K of the SEC) effected by PRA
or any PRA Subsidiary since December 31, 2002.

     (h) Ernst & Young LLP,  which has expressed its opinion with respect to the
financial  statements  of PRA and its  Subsidiaries  included in PRA SEC Reports
(including the related notes), is and has been throughout the periods covered by
such financial  statements (with respect to (i) and (ii) for periods required by
SOX) (i) a registered  public accounting firm (as defined in Section 2(a)(12) of
SOX),  (ii)  "independent"  with respect to PRA within the meaning of Regulation
S-X, and (iii) in compliance with  subsections (g) through (l) of Section 10A of
the Exchange Act and the Public  Company  Accounting  Oversight  Board.  Section
5.6(h) of the PRA Disclosure  Schedule lists all non-audit services performed by
Ernst & Young LLP for PRA and each PRA Subsidiary for each year commencing after
December 31, 2002.

     5.7 Broker's Fees. Except as set forth in Section 5.7 of the PRA Disclosure
Schedule  (which sets forth  amounts  paid or to be paid and names of parties to
which such amounts were or will be paid),  none of PRA, the PRA Subsidiaries and
their  respective  officers and  directors  has employed any broker or finder or
incurred any  liability  for any broker's  fees or  commissions,  or  investment
banker fees or commissions, or finder's fees in connection with the transactions
contemplated by this Agreement.

     5.8 Absence of Certain Changes or Events.

                                       45



     (a)  Except  for (i)  those  liabilities  and  obligations  that are  fully
reflected or reserved against on the PRA Balance Sheet,  (ii) those  liabilities
and obligations incurred in the ordinary course of business consistent with past
practice  since  September 30, 2005,  and (iii) coverage and other claims (other
than bad faith claims) made with respect to insurance policies issued by any PRA
Insurance  Subsidiary for which adequate claims reserves have been  established,
neither PRA nor any of its Subsidiaries has incurred any liability or obligation
of any nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether due or to become due) that,  either  individually  or in the  aggregate,
would  have a  Material  Adverse  Effect  on  PRA,  and,  there  is no  existing
condition,  situation or set of circumstances that would be reasonably  expected
to result in such a liability or obligation.  Except as disclosed in the PRA SEC
Reports filed prior to the date of this Agreement, since September 30, 2005, PRA
and its Subsidiaries have carried on their respective businesses in all material
respects in the ordinary and usual course theretofore conducted.

     (b) Since  September  30, 2005,  there has not been:  (i) any change in the
financial condition, assets, liabilities, prospects (financial and otherwise) or
business  of PRA or any PRA  Subsidiary  which,  either  individually  or in the
aggregate,  has had or would have a  Material  Adverse  Effect on PRA;  (ii) any
material change in any method of accounting or accounting principles or practice
by PRA or any PRA Subsidiary, except as required by GAAP or SAP and disclosed in
the notes to the consolidated  financial statements of PRA and PRA Subsidiaries;
or  (iii)  any  material  change  in  the  actuarial,   investment,   reserving,
underwriting or claims administration policies, practices,  procedures, methods,
assumptions or principles of PRA or any PRA Insurance Subsidiary.

     5.9 Compliance with Applicable Law.

     (a) PRA and the PRA Subsidiaries hold all licenses, franchises, permits and
authorizations  necessary for the lawful conduct of their respective  businesses
under and pursuant to, and to the Knowledge of PRA have complied in all material
respects  with,  and are not in  default  in any  respect  under  any,  and have
maintained and conducted their respective businesses in all material respects in
compliance  with, all applicable laws,  statutes,  orders,  rules,  regulations,
policies  and/or  guidelines,  except  where the  failure to hold such  license,
franchise, permit or authorization, or such noncompliance or default, would not,
either individually or in the aggregate, have a Material Adverse Effect on PRA.

     (b) There is no pending or, to the Knowledge of PRA,  threatened  charge by
any Governmental Authority that PRA or any PRA Insurance Subsidiary has violated
any  Insurance  Laws,  nor any pending or, to the  Knowledge  of PRA  threatened
investigation by any Governmental  Authority with respect to possible violations
of any Insurance Laws, that would, individually or in the aggregate, be expected
to have a Material Adverse Effect on PRA.

     (c) PRA is, or will timely be in all material respects,  in compliance with
all current and proposed  listing and corporate  governance  requirements of the
NYSE.

     (d) None of PRA,  the PRA  Subsidiaries,  any of their  respective  current
directors or  officers,  and, to the  Knowledge of PRA, any of their  respective
former  officers  or  directors  or  current  or  former  employees,  agents  or
representatives   have:   (i)  used  any   corporate   funds  for  any   illegal
contributions,  gifts,  entertainment  or other  unlawful  expenses  relating to
political  activity,  (ii) used any  corporate  funds for any direct or indirect
unlawful payments to any foreign or domestic government  officials or employees,
(iii) violated any provision of the Foreign Corrupt  Practices Act of 1977, (iv)
established or maintained any unlawful or unrecorded fund of corporate monies or
other assets,  (v) made any false or fictitious entries on the books and records
of PRA or any PRA Subsidiary,  (vi) made any bribe,  rebate,  payoff,  influence
payment,  kickback or other  unlawful  payment of any  nature,  or (vi) made any
material  favor or gift which is not deductible for federal income tax purposes.
To the Knowledge of PRA: (x) no director or officer of PRA or any PRA Subsidiary
has engaged in any "insider trading" in violation of applicable law with respect
to any security issued by PRA or any PRA Subsidiary; and (y) no such director or
officer  has made any false  certifications  or  statements  under (i) the SEC's
Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File
No. 4-460), (ii) Rule 13a-14 or 15d-14 under the Exchange Act or (iii) 18 U.S.C.
ss.1350 (Section 906 of the SOX) with respect to any PRA SEC Report.

                                       46



     (e) Neither PRA nor any PRA  Subsidiary  is subject to any cease and desist
or other  order  issued  by,  or is a party to any  written  agreement,  consent
agreement or memorandum of  understanding  with, or is a party to any commitment
letter or similar undertaking to, or is subject to any order or directive by, or
has been a recipient of any  supervisory  letter from,  or since that date,  has
adopted any board resolutions at the request of any Governmental Authority that:
(i) limits the  ability of PRA or any PRA  Insurance  Subsidiary  to conduct any
line of  business,  (ii)  require any  investments  of PRA or any PRA  Insurance
Subsidiary to be treated as non-admitted  assets,  (iii) require  divestiture of
any  investments  of PRA or any PRA  Insurance  Subsidiary,  (iv) in any  manner
imposes any  requirements  on PRA or any PRA Insurance  Subsidiary in respect of
risk based capital  requirements  that add to or otherwise modify the risk based
capital  requirements imposed under the Insurance Laws, (v) in any manner relate
to the  ability  of  PRA  or any  PRA  Insurance  Subsidiary  to pay or  declare
dividends  or  distributions,  or (vi)  restricts  in any  material  respect the
conduct  of the  business,  credit  policies  or  PRA's  management  or any  PRA
Subsidiary (each,  whether or not set forth in the PRA Disclosure  Schedule,  an
"PRA Regulatory Agreement"), nor has PRA or any of its Subsidiaries been advised
by any Governmental  Authority that it is considering  issuing or requesting any
such PRA  Regulatory  Agreement.  Neither PRA nor any PRA Insurance  Subsidiary,
directly or indirectly, engages in any activity prohibited by applicable law.

     (f) There are no contracts  (other than contracts  relating to employment),
real estate leases,  loans,  guarantees or other arrangements or transactions of
any nature between PRA or any PRA Subsidiary,  on the one hand, and any of their
respective officers,  directors,  or affiliates (as such term is defined in Rule
405 of the SEC), on the other hand. PRA has not,  since July 30, 2002,  extended
or  maintained  credit,  arranged  for the  extension  of credit,  or renewed an
extension  of credit,  in the form of a personal  loan to or for any director or
executive officer (or equivalent thereof) of PRA or any PRA Subsidiary.  Section
5.9(f) of the PRA Disclosure Schedule identifies any loan or extension of credit
maintained by PRA or any PRA Subsidiary to which the second  sentence of Section
13(k)(1) of the Exchange Act applies.

     (g) Each of PRA,  its  directors  and its  senior  financial  officers  has
consulted with PRA's  independent  auditors and outside counsel with respect to,
and (to the extent  applicable to PRA) is familiar in all material respects with
all of the  requirements of SOX. PRA is in compliance with the provisions of SOX
applicable to it as of the date hereof and has implemented such programs and has
taken  reasonable  steps,  upon the  advice of PRA's  independent  auditors  and
outside counsel, respectively, to ensure PRA's future compliance (not later than
the relevant statutory and regulatory deadlines therefor) with all provisions of
SOX.

                                       47



     5.10 State  Takeover  Laws.  The Board of Directors of PRA has approved the
transactions  contemplated by this Agreement and taken such other actions as are
necessary and appropriate to cause the provisions of Section 203 of the Delaware
General  Corporation  Law  not  to  apply  to  this  Agreement  or  any  of  the
transactions contemplated by this Agreement.

     5.11 No  Investment  Company.  Neither PRA nor any  Subsidiary of PRA is an
"investment  company," or a company  "controlled"  by an  "investment  company,"
within the meaning of the Investment Company Act of 1940, as amended.

     5.12 Insurance Matters.

     (a) The PRA  Reserves  (as  defined  below in Section  5.12(b))  at each of
December 31, 2004 and December 31, 2003,  and December 31, 2002, as reflected in
the PRA SAP Statements, are stated net of reinsurance ceded amounts. The PRA SAP
Statements  accurately reflect the extent to which,  pursuant to Insurance Laws,
PRA  and/or the PRA  Insurance  Subsidiaries  are  entitled  to take  credit for
reinsurance under reinsurance  treaties of the PRA Insurance  Subsidiaries ("PRA
Reinsurance  Treaties").  PRA is unaware of any material  adverse  change in the
financial  condition of its reinsurers that might raise concern  regarding their
ability  to  honor  their  reinsurance  commitments.  No party to any of the PRA
Reinsurance  Treaties  has given notice to PRA or any PRA  Insurance  Subsidiary
that such  party  intends  to  terminate  or cancel  any of the PRA  Reinsurance
Treaties  as a result  of or  following  consummation  of the  Merger.  Each PRA
Reinsurance Treaty is valid and binding on each party thereto,  and none of PRA,
any PRA  Insurance  Subsidiary,  and, to the  Knowledge  of PRA, any other party
thereto,  is in  default  in any  material  respect  with  respect  to any  such
reinsurance  agreement  or  treaty.  No  PRA  Reinsurance  Treaty  contains  any
provision  providing  that the other  party  thereto may  terminate  the same by
reason of the transactions contemplated by this Agreement, or contains any other
provision  which would be altered or otherwise  become  applicable  by reason of
such  transactions.  Since  January 1, 2004 no PRA  Reinsurance  Treaty has been
canceled and there has not been any change in the  retention  level under any of
such reinsurance agreements or treaties.

     (b) Each of the PRA SAP Statements,  as of the date thereof, sets forth all
of the reserves of the PRA Insurance Subsidiaries as of such date (collectively,
the "PRA Reserves"). The PRA Reserves, gross and net of the reinsurance thereof,
were prepared in accordance with the  requirements  for reserves  established by
the Insurance  Regulators,  were determined in accordance with SAP and generally
accepted actuarial principles  consistently  applied, were computed on the basis
of  methodologies  consistent in all material  respects with those used in prior
periods,  were fairly stated in all material  respects in accordance  with sound
actuarial  and  statutory  accounting   principles,   and  were  established  in
accordance with prudent insurance  practices generally followed in the insurance
industry,  and PRA's  management  believes  that the PRA Reserves  make good and
sufficient  provisions  for  all  insurance  obligations  of the  PRA  Insurance
Subsidiaries.  PRA has provided or made available to PIC WISCONSIN copies of all
work  papers used as the basis for  establishing  the PRA  Reserves.  Except for
regular  periodic  assessments  based on  developments  that are publicly  known
within the insurance  industry,  to the Knowledge of PRA, no claim or assessment
is pending or threatened  against PRA or any PRA Insurance  Subsidiary  which is
peculiar  or  unique  to PRA or  such  PRA  Insurance  Subsidiary  by any  state
insurance  guaranty  association  in  connection  with such  association's  fund
relating to insolvent insurers.

                                       48



     5.13 Taxes and Tax Returns.  PRA and the PRA  Subsidiaries  have duly filed
all Tax  Returns  required  to be  filed by them on or prior to the date of this
Agreement  (all such Tax Returns  being  accurate  and  complete in all material
respects) and has duly paid or made sufficient provisions for the payment of all
Taxes  shown  thereon  as  owing  on or  prior  to the  date of  this  Agreement
(including,  if and to the  extent  applicable,  those due in  respect  of their
properties,  income, business,  capital stock, premiums,  franchises,  licenses,
sales and payrolls)  other than Taxes which are not yet  delinquent or are being
contested in good faith and have not been finally  determined for which adequate
reserves have been made on the financial  statements described in Section 4.5 of
this Agreement.  The unpaid Taxes of PRA and the PRA  Subsidiaries do not exceed
the reserve for tax liability set forth on the PRA Balance Sheet as adjusted for
the passage of time through the Closing Date in accordance  with past custom and
practice of PRA in filing its returns.  There is no claim, audit,  action, suit,
proceeding or investigation now pending or, to the Knowledge of PRA,  threatened
against or with respect to PRA or any PRA  Subsidiary in respect of any material
Tax.

     5.14 Environmental Liability. PRA and its Subsidiaries are and have been in
compliance with all  Environmental  Laws (as defined in Section 10.17(a) of this
Agreement) and all Environmental Permits (as defined in Section 10.17(a) of this
Agreement). There are no legal,  administrative,  arbitral or other proceedings,
claims,  actions,  causes of action,  private  environmental  investigations  or
remediation  activities or governmental  investigations of any nature seeking to
impose on PRA or any PRA  Subsidiary,  or that could  reasonably  be expected to
result in the  imposition  on PRA or any PRA  Subsidiary  of, any  liability  or
obligation  arising  under any  Environmental  Law which  would  have a Material
Adverse Effect on PRA. To the Knowledge of PRA, there is no reasonable basis for
any such  proceeding,  claim,  action,  investigation  or remediation  activity.
Neither PRA nor any PRA Subsidiary is subject to any agreement, order, judgment,
decree,  letter or memorandum by or with any  Governmental  Authority or private
Person  imposing any liability or obligation  under any  Environmental  Law that
would have a Material  Adverse Effect on PRA. For purposes of this Section 5.14,
the terms  "PRA" and  "Subsidiaries"  include any Person that is, in whole or in
part, a predecessor of PRA or any of its Subsidiaries.

     5.15 Employee  Matters.  Each employee  benefit  plan,  program,  policy or
arrangement  (including,  but not  limited  to each  employee  benefit  plan (as
defined in Section 3(3) of ERISA) which PRA or any PRA  Subsidiary  maintains or
contributes to for the benefit of its current or former employees complies,  and
has been  administered in form and in operation,  in all material  respects with
all  applicable  requirements  of law  and no  notice  has  been  issued  by any
Governmental Authority questioning or challenging such compliance.

     5.16  Legal  Proceedings.  Except as set forth in  Section  5.16 of the PRA
Disclosure  Schedule,  neither PRA nor any PRA Subsidiary is a party to any, and
there are no pending or, to PRA's Knowledge,  threatened legal,  administrative,
arbitration  or other  proceedings,  claims  (whether  asserted or  unasserted),
actions or  governmental  investigations  or inquiries of any nature (i) against
PRA or any PRA Subsidiary,  (ii) to which PRA or any PRA Subsidiary's assets are
or may be subject,  (iii)  challenging  the  validity or propriety of any of the
transactions  contemplated  by this  Agreement,  or (iv) which  could  adversely
affect  the  ability  of PRA to perform  under  this  Agreement,  except for (x)
coverage and other claims made with respect to insurance  policies issued by any
PRA Insurance  Subsidiary for which claims reserves believed by PRA's management
to be adequate have been  established,  and (y) any proceeding,  claim,  action,
investigation or inquiry which, if adversely determined,  individually or in the
aggregate, would not be reasonably expected to have a Material Adverse Effect on
PRA.

                                       49



     5.17 Accuracy of Information Supplied.

     (a)  None  of the  representations  and  warranties  made  by  PRA in  this
Agreement,  taken  together and with the PRA  Disclosure  Schedule,  contains an
untrue  statement of a material fact or omits to state a material fact necessary
in order to make the  statements  set forth herein and therein,  in light of the
circumstances in which such statements were made, not misleading.  The copies of
documents attached to the PRA Disclosure Schedule or otherwise made available to
PRA in connection  with the  transactions  contemplated  hereby are accurate and
complete in all respects.

     (b) The  information  supplied  or to be supplied by or on behalf of PRA or
NEWCO for inclusion or incorporation by reference in the Proxy Statement and the
S-4 will not,  on the date of their  filing  or, in the case of the S-4,  at the
time it becomes  effective  under the  Securities  Act, or on the date the Proxy
Statement is mailed or at the time of the PIC WISCONSIN  shareholders'  meeting,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.  The  Proxy  Statement  and the  S-4,  to the  extent  they  include
information  regarding  PRA or NEWCO,  will  comply  as to form in all  material
respects with the  requirements  of the  Securities Act and the Exchange Act and
the rules and regulations  thereunder.  Notwithstanding the foregoing provisions
of this  Section  5.17(b),  no  representation  or  warranty is made by PRA with
respect to information or statements  made or  incorporated  by reference in the
S-4 or the Proxy  Statement  which were not  supplied  by or on behalf of PRA or
NEWCO.

                                    ARTICLE 6

                                    COVENANTS
                                    ---------

     6.1 Conduct of Businesses of PIC WISCONSIN Prior to the Effective Time.

     (a) During the period  between the date of this Agreement and the Effective
Time,  except as expressly  contemplated  or permitted  by this  Agreement,  PIC
WISCONSIN shall,  and shall cause each PIC WISCONSIN  Subsidiary to: (a) conduct
its business in the usual,  regular and  ordinary  course  consistent  with past
practice  and its current  business  plan,  (b) use  reasonable  best efforts to
maintain and preserve intact its business  organization,  employees,  agents and
advantageous business relationships and retain the services of its key employees
and agents,  and (c) take no action  which would  adversely  affect or delay the
ability  of any party to this  Agreement  to  obtain  any  Requisite  Regulatory
Approval for the  transactions  contemplated by this Agreement or to perform its
covenants and agreements under this Agreement.

                                       50



     (b) During the period  between the date of this Agreement and the Effective
Time,  PIC WISCONSIN  shall permit PRA's senior  officers to meet with the Chief
Financial  Officer and  Assistant  Vice  President-Finance  of PIC WISCONSIN and
officers of PIC WISCONSIN responsible for the financial statements, the internal
controls,  and  disclosure  controls and  procedures of PIC WISCONSIN to discuss
such  matters as PRA may deem  reasonably  necessary or  appropriate  for PRA to
satisfy its obligations under Sections 302, 404 and 906 of SOX and any rules and
regulations relating thereto.

     (c) PIC  WISCONSIN  agrees to  inform  and have  discussions  with PRA with
respect to reserve  policies and  practices  with respect to (i) losses and loss
adjustment  expenses  of the PIC  WISCONSIN  Subsidiaries,  and (ii)  litigation
against PIC WISCONSIN and the PIC WISCONSIN Subsidiaries.  PRA and PIC WISCONSIN
shall also  inform  and have  discussions  with each  other with  respect to the
character,  amount  and timing of  restructuring  charges to be taken by each of
them in connection with the transactions contemplated hereby.

     6.2 PIC  WISCONSIN  Forbearances.  During the period  from the date of this
Agreement  to the  Effective  Time,  except  as set  forth in the PIC  WISCONSIN
Disclosure Schedule,  and, except as expressly contemplated or permitted by this
Agreement,  PIC WISCONSIN  shall not, and PIC WISCONSIN shall not permit any PIC
WISCONSIN Subsidiary to, without the prior written consent of PRA (which consent
will not be unreasonably withheld):

     (a) incur any  indebtedness  for  borrowed  money  (other  than  short-term
indebtedness incurred on commercially reasonable terms to refinance indebtedness
of PIC WISCONSIN or any of its  Subsidiaries,  on the one hand, to PIC WISCONSIN
or any of its Subsidiaries, on the other hand), or assume, guarantee, endorse or
otherwise as an  accommodation  become  responsible  for the  obligations of any
other  individual,  corporation or other entity, or make any loan or advance (it
being  understood  and agreed that  incurrence of  indebtedness  in the ordinary
course of business shall include entering into repurchase agreements and reverse
repurchase agreements);

     (b) redeem,  repay,  discharge  or defease any  surplus  note,  unless such
redemption,  repayment,  discharge or defeasance is an express  condition of any
Requisite Regulatory Approval;

     (c) (i) adjust,  split, combine or reclassify any capital stock; (ii) make,
declare or pay any dividend or make any other distribution on, any shares of its
capital stock or any securities or obligations  convertible into or exchangeable
for any shares of its capital stock (except  dividends paid by any PIC WISCONSIN
Subsidiary   to  PIC   WISCONSIN   or  any  other  PIC   WISCONSIN   Subsidiary,
respectively),  (iii)  directly or  indirectly  redeem,  purchase  or  otherwise
acquire,  any  shares of its  capital  stock or any  securities  or  obligations
convertible into or exchangeable for any shares of its capital stock; (iv) grant
any stock options or stock awards or stock appreciation  rights or right, or (v)
issue any additional shares of capital stock;

                                       51



     (d) make,  declare or pay any dividend or make any other distribution on or
with respect to insurance policies written by PIC WISCONSIN or any PIC WISCONSIN
Subsidiary,  provided  that PIC  WISCONSIN  may  continue to make  dividends  or
distributions  to policyholders in the ordinary course of business in accordance
with past practices;

     (e) sell, transfer,  mortgage,  encumber or otherwise dispose of any of its
properties or assets to any Person other than a Subsidiary,  or cancel,  release
or assign any  indebtedness  of any such  Person or any claims  held by any such
Person,  except (i) in the  ordinary  course of  business  consistent  with past
practice,  or (ii)  pursuant to contracts or  agreements in force at the date of
this  Agreement;  provided,  however that PIC WISCONSIN  shall have the right to
sell (i) Lots 30 & 31 at Old Sauk Trails Park  consisting of 5.92 acres of land;
and (ii) the shares of stock of Century American  Insurance Company, a Tennessee
corporation,  in each case upon the terms and  conditions  substantially  as set
forth in Section 6.2(e) of the PIC WISCONSIN Disclosure Schedule;

     (f) except pursuant to contracts or agreements in force at the date of this
Agreement,  make any material  investment  (by purchase of stock or  securities,
contributions  to capital,  property  transfers,  or purchase of any property or
assets) in any Person  other than a Subsidiary  that  results in a  non-admitted
asset;

     (g) enter  into,  change  or  terminate  any  material  contract,  lease or
agreement,  other than  renewals of  contracts,  leases and  agreements  without
material adverse changes of terms;  provided,  however,  that PIC WISCONSIN will
have the right (i) to enter into and  consummate an agreement to form a managing
general agency relationship with the Medical Society of Wisconsin,  on terms and
conditions  substantially  as disclosed to PRA,  provided  that the term of such
relationship  shall  terminate on the date of the current agency  agreement with
the Medical Society of Wisconsin and (ii) to create a charitable  fund,  account
or  foundation  to be used to fund medical and local  community  involvement  in
Wisconsin,  to be capitalized  either  immediately before or after the Effective
Time in an amount not to exceed $1 million.

     (h)  increase  in any  manner  the  compensation  of the  employees  of PIC
WISCONSIN  and the PIC  WISCONSIN  Subsidiaries,  or pay any bonus or  incentive
compensation  to  such  employees;  provided  that  PIC  WISCONSIN  and  the PIC
WISCONSIN  Subsidiaries  (x) may make annual increases in the salaries and wages
of their  employees in the ordinary  course of business and consistent with past
practice so long as the amount, on an  individualized  basis, of the increase in
compensation  on an  annualized  basis does not exceed four percent (4 %) of the
aggregate  amount of the  compensation  paid to the  affected  employees  in the
twelve (12) months  preceding the effective date of the increase in compensation
and (y) may grant  promotions and establish new salaries  commensurate  with the
employees' new duties and past compensation practices;

     (i) except as contemplated in Sections 2.7 and 7.7 hereof,  pay any pension
or retirement allowance not required by any existing plan or agreement to any of
its  employees or become a party to, amend (except as may be required by law) or
commit itself to any pension, retirement, profit-sharing or welfare benefit plan
or agreement or employment  agreement with or for the benefit of any employee or
accelerate the vesting of any stock options or other stock-based compensation;

                                       52



     (j) settle any claim, action or proceeding involving money damages,  except
in the ordinary  course of business  consistent  with past  practice;  provided,
however,  that  prior  to  the  settlement  of any  lawsuit,  claim,  action  or
proceeding against PIC WISCONSIN or any PIC WISCONSIN Subsidiary or otherwise in
which  PIC  WISCONSIN  or any PIC  WISCONSIN  Subsidiary  is a  named  defendant
involving a payment by PIC WISCONSIN or any PIC  WISCONSIN  Subsidiary in excess
of $1,000,000 or the settlement of any ECO, XPL or bad faith claim involving any
insurance  policy of any PIC  WISCONSIN  Subsidiary  involving  a payment by PIC
WISCONSIN or any PIC WISCONSIN Subsidiary in excess of $1,000,000, PIC WISCONSIN
will notify PRA of the terms of the  proposed  settlement  and will consult with
PRA regarding the terms of the  settlement,  but shall not be required to obtain
PRA's consent to the terms of the settlement;

     (k) take any action that would prevent or impede the Merger from qualifying
as a reorganization within the meaning of Section 368 of the Code;

     (l) amend its Articles of Incorporation, or its Bylaws;

     (m)  other  than in  accordance  with its  current  investment  guidelines,
restructure or materially  change its investment  securities  portfolio  through
purchases,  sales or  otherwise,  or the  manner  in  which  such  portfolio  is
classified or reported;

     (n) offer or sell insurance or reinsurance of any type in any  jurisdiction
other than such lines of insurance and  reinsurance  that it offers and sells on
the date of this Agreement and other than in those jurisdictions where it offers
and sells such line of insurance and reinsurance on the date of this Agreement;

     (o) take any action  that is  intended  or may  reasonably  be  expected to
result in any of its  representations and warranties set forth in this Agreement
being or  becoming  untrue  in any  material  respect  at any time  prior to the
Effective Time, or in any of the conditions to the Merger set forth in Article 8
of this  Agreement  not being  satisfied,  or in a violation of any provision of
this Agreement, except, in every case, as may be required by applicable law; or

     (p) agree to, or make any commitment to, take any of the actions prohibited
by this Section 6.2.

     6.3 PRA Forbearances.  During the period from the date of this Agreement to
the Effective  Time,  except as set forth in the PRA Disclosure  Schedule,  and,
except as expressly contemplated or permitted by this Agreement,  PRA shall not,
and PRA shall not  permit  any PRA  Subsidiary  to,  without  the prior  written
consent of PIC WISCONSIN:

     (a) take any action that would prevent or impede the Merger from qualifying
as a reorganization within the meaning of Section 368 of the Code;

     (b)  amend its  Certificate  of  Incorporation,  or its  Bylaws,  except as
provided in this Agreement;

     (c) take any action  that is  intended  or may  reasonably  be  expected to
result in any of its  representations and warranties set forth in this Agreement
being or  becoming  untrue  in any  material  respect  at any time  prior to the
Effective Time, or in any of the conditions to the Merger set forth in Article 8
of this  Agreement  not being  satisfied,  or in a violation of any provision of
this Agreement, except, in every case, as may be required by applicable law;

                                       53



     (d) take any action  that is  intended  or likely to  adversely  affect its
ability to perform its covenants and agreements under this Agreement; or

     (e) agree to, or make any commitment to, take any of the actions prohibited
by this Section 6.3.

     6.4 Affiliates.  Not less than  thirty-five (35) calendar days prior to the
Effective  Time, PIC WISCONSIN will deliver to PRA a list of names and addresses
of each person who, in PIC WISCONSIN's reasonable judgment, may be deemed at the
time this  Agreement  is  submitted  for  approval  by the  shareholders  of PIC
WISCONSIN  to be an  affiliate  (within the meaning of Rule 145 of the rules and
regulations  promulgated  under  the  Securities  Act)  of  PIC  WISCONSIN.  PIC
WISCONSIN  will provide PRA such  information  and  documents as PRA  reasonably
requests  for  purposes  of  reviewing  such list.  PIC  WISCONSIN  will use its
reasonable  best  efforts to deliver or cause to be  delivered to PRA, not later
than thirty (30) calendar days prior to the Effective Time, an affiliate  letter
in a form agreed to by PRA and PIC WISCONSIN, executed by each of the affiliates
identified in the foregoing list.

                                    ARTICLE 7

                              ADDITIONAL AGREEMENTS
                              ---------------------

     7.1 Regulatory Matters.

     (a) In connection  with the  solicitation  of approval of the Merger by the
shareholders  of PIC WISCONSIN and the  registration of the shares of PRA Common
Stock to be issued upon  consummation  of the Merger,  the parties will prepare,
and PRA will file with the SEC the S-4 (which  shall  comply as to form,  in all
material  respects,  with  the  provisions  of  the  Securities  Act  and  other
applicable  law).  PRA and PIC  WISCONSIN  will use all  reasonable  efforts  to
respond to the comments of the SEC staff with respect to the S-4 and to have the
S-4 declared effective by the SEC as soon as practicable. As soon as practicable
after the S-4 is declared  effective,  PIC  WISCONSIN  shall mail or deliver the
Proxy  Statement  included in the S-4 to its  shareholders.  PRA  covenants  and
agrees  that the  information  provided  with  respect  to PRA and NEWCO and PIC
WISCONSIN covenants and agrees that the information provided with respect to PIC
WISCONSIN  provided  and to be provided for use in the S-4 will not, on the date
it becomes  effective,  contain any untrue statement of material fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein,  in light of the  circumstances in which they were
made, not  misleading.  Each of PRA and PIC WISCONSIN  agree promptly to correct
any such information  provided by it which shall have become false or misleading
in any material respect and to take all steps necessary to file with the SEC and
have declared effective or cleared by the SEC any amendment or supplement to the
S-4 so as to correct the same and to cause the Proxy  Statement  so corrected to
be distributed to the  shareholders  of PIC WISCONSIN to the extent  required by
applicable law. To the extent that any opinion regarding the tax consequences of
the Merger is required with respect to the S-4, PRA and PIC WISCONSIN  will both
cause  each of their  respective  tax  counsel  to issue  substantially  similar
opinions in the form contemplated  herein. PRA shall not be required to maintain
the  effectiveness of the S-4 for the purpose of resale by the affiliates of PRA
and PIC WISCONSIN, as such term is used in Rule 145 of the SEC.

                                       54



     (b) Prior to filing  the S-4,  PIC  WISCONSIN  shall  prepare  consolidated
financial  statements of PIC WISCONSIN  and the PIC  WISCONSIN  Subsidiaries  in
accordance  with GAAP as of and for the years  ended  December  31, 2005 and, if
required  to be included  in the S-4,  2004 and 2003 and for the interim  period
required  to be  included in the S-4 (the "GAAP  Financial  Statements"),  which
financial  statements  shall be unaudited and which shall include balance sheets
at the end of each period, and statements of shareholders' equity,  earnings and
cash flow for each of said  periods,  and notes  thereto  (except in the case of
interim  financial  statements).  PRA shall have the right to  request  that PIC
WISCONSIN cause its GAAP Financial Statements to be audited. PIC WISCONSIN shall
select  the  accounting  firm to  perform,  at its sole cost and  expense,  such
financial  statements;  provided,  however,  that PRA  shall  have the  right to
request  that  such  accounting  firm  demonstrate  that  it is  an  independent
registered  public  accounting  firm (as  defined in Section  2(a)(12)  of SOX);
provided  further,  that PRA shall hold PIC WISCONSIN  harmless for the cost and
expense  of the audit  pursuant  to this  Section  7.1(b) if this  Agreement  is
terminated.

     (c) The parties shall use all reasonable  commercial efforts to cause their
respective  independent  auditors to render any  consent  required by the SEC to
include its report on the PIC WISCONSIN consolidated financial statements or the
PRA  consolidated  financial  statements,  as the case may be, in the S-4 and to
refer to said  accountants  as  experts in the S-4 with  respect to the  matters
included in said report.

     (d) To the extent applicable,  PIC WISCONSIN and PRA shall prepare and file
with all necessary  Governmental  Authorities  (i) a request for approval of the
Merger by applicable Insurance Regulators on Form A or an such other form as may
be required by the Insurance Regulators and (ii) the preacquisition notification
and report forms and related material on Form E or any other forms required by a
necessary Governmental Authority in connection with the Merger.

     (e) PRA will prepare and file,  and PIC WISCONSIN  will  cooperate with and
assist PRA in preparing and filing, all statements, applications, correspondence
or forms required to be filed with  appropriate  state securities law regulatory
authorities  to register or qualify the shares of PRA Common  Stock to be issued
upon  consummation  of  the  Merger  or to  establish  an  exemption  from  such
registration or qualification (the "Blue Sky Filings").

     (f) Pursuant to the HSR Act, PRA and PIC WISCONSIN  will  promptly  prepare
and  file,  or  cause  to be  filed,  the HSR Act  Report  with  the  Pre-Merger
Notification  Agencies  in  respect  of the  transactions  contemplated  by this
Agreement, which filing shall comply as to form with all requirements applicable
thereto and all of the data and information  reported  therein shall be accurate
and  complete  in all  material  respects.  Each of PRA and PIC  WISCONSIN  will
promptly  comply  with all  requests,  if any,  of the  Pre-Merger  Notification
Agencies for additional  information or documentation in connection with the HSR
Act Report forms filed by or on behalf of each of such  parties  pursuant to the
HSR Act, and all such additional information or documentation shall comply as to
form with all requirements applicable thereto and shall be accurate and complete
in all material respects.

                                       55



     (g) Each party  shall  provide  to the other,  (i)  promptly  after  filing
thereof, copies of all statements,  applications,  correspondence or forms filed
by such party prior to the Closing  Date with state  securities  law  regulatory
authorities,  the SEC,  the  Pre-Merger  Notification  Agencies,  the  Insurance
Regulators  and  any  other  Governmental   Authority  in  connection  with  the
transactions contemplated by this Agreement and (ii) promptly after delivery to,
or receipt  from,  such  regulatory  authorities,  all  written  communications,
letters, reports or other documents relating to the transactions contemplated by
this Agreement.

     (h) The parties  hereto shall  cooperate with each other and use their best
efforts to promptly prepare and file all necessary documentation,  to effect all
applications,   notices,  petitions  and  filings,  to  obtain  as  promptly  as
practicable all permits,  consents,  approvals and  authorizations  of all third
parties  and  Governmental  Authorities  which are  necessary  or  advisable  to
consummate  the  transactions  contemplated  by this  Agreement  (including  the
Merger),  and to  comply  with the  terms and  conditions  of all such  permits,
consents, approvals and authorizations of all such Governmental Authorities. PRA
and PIC WISCONSIN shall have the right to review in advance,  and, to the extent
practicable,  each will consult the other on, in each case subject to applicable
laws relating to the exchange of information,  all the  information  relating to
PRA or  PIC  WISCONSIN,  as the  case  may  be,  and  any  of  their  respective
Subsidiaries,  which  appear in any  filing  made  with,  or  written  materials
submitted to, any third party or any  Governmental  Authority in connection with
the   transactions   contemplated  by  this   Agreement.   The  cooperation  and
coordination  of each party required under this Section 7.1 shall include giving
timely  public  notice  of  any  public  hearings   regarding  the  transactions
contemplated  by this  Agreement,  and  having  its  representatives  attend and
testify at such public hearings.  In addition,  each of the parties hereto shall
act  reasonably  and as promptly as  practicable.  The parties hereto agree that
they will consult with each other with respect to the  obtaining of all permits,
consents,  approvals and  authorizations  of all third parties and  Governmental
Authorities  necessary or advisable to consummate the transactions  contemplated
by this  Agreement and each party will keep the other  apprised of the status of
matters  relating  to  completion  of  the  transactions  contemplated  by  this
Agreement.

     (i) PRA and PIC WISCONSIN shall, upon request,  furnish each other with all
information concerning themselves, their Subsidiaries,  directors,  officers and
shareholders or  stockholders,  as applicable,  and such other matters as may be
reasonably  necessary  or  advisable  in  connection  with the S-4 or any  other
statement,  filing,  notice or  application  made by or on  behalf  of PRA,  PIC
WISCONSIN or any of their respective  Subsidiaries to any Governmental Authority
in connection  with the Merger and the other  transactions  contemplated by this
Agreement. PIC WISCONSIN and the PIC WISCONSIN Subsidiaries on the one hand, and
PRA on the other,  shall  reasonably  cooperate with each other and each other's
agents, including independent accountants, in connection with the preparation of
the  GAAP   financial   statements  of  PIC  WISCONSIN  and  the  PIC  WISCONSIN
Subsidiaries with respect to periods prior to the Closing Date.

     (j) PRA and PIC WISCONSIN  shall promptly  advise each other upon receiving
any  communication  from any Governmental  Authority  relating to the consent or
approval from such  Governmental  Authority that is required for consummation of
the transactions contemplated by this Agreement.

                                       56



     7.2 Tax  Opinion.  PRA agrees to engage  Burr & Forman  LLP,  or such other
nationally recognized firm, to render an opinion,  acceptable to PRA in form and
substance,  as to the material tax  consequences  to PRA, PIC  WISCONSIN and the
stockholders of PRA and the shareholders of PIC WISCONSIN in connection with the
Merger  and the  receipt  of the  Merger  Consideration.  The  opinion  shall be
addressed to the Board of  Directors of PRA,  shall be rendered on or before the
effective date of the S-4, and the Person rendering the opinion shall consent to
the reference to the opinion in the Proxy  Statement and to the inclusion of the
opinion as an  exhibit to the S-4 in  accordance  with the  requirements  of the
Securities  Act. PIC WISCONSIN  agrees to engage Quarles & Brady LLP, or another
nationally  recognized firm, to render an opinion,  reasonably acceptable to PIC
WISCONSIN in form and substance, as to the material tax consequences to PRA, PIC
WISCONSIN and the  stockholders of PRA and the  shareholders of PIC WISCONSIN in
connection  with the Merger and the  receipt  of the Merger  Consideration.  The
opinion shall be addressed to the Board of Directors of PIC WISCONSIN,  shall be
rendered on or before the  effective  date of the S-4, and the Person  rendering
the opinion shall consent to the reference to the opinion in the Proxy Statement
and to the inclusion of the opinion as an exhibit to the S-4 in accordance  with
the requirements of the Securities Act.

     7.3 Access to Information.

     (a) Upon  reasonable  notice and subject to applicable laws relating to the
exchange of information and to the Confidentiality  Agreements dated May 5, 2005
and November 1, 2005, respectively (the "Confidentiality  Agreements"),  each of
PRA  and  PIC  WISCONSIN  shall,  and  shall  cause  each  of  their  respective
Subsidiaries  to, afford to the officers,  employees,  accountants,  counsel and
other  representatives of the other party, access,  during normal business hours
during the period  prior to the  Closing  Date,  to all its  properties,  books,
contracts,  commitments and records and, during such period, each of PRA and PIC
WISCONSIN  shall,  and  shall  cause  their  respective  Subsidiaries  to,  make
available to the other party (i) a copy of each report,  schedule,  registration
statement and other document filed or received by it during such period pursuant
to the  requirements  of federal  securities laws or state insurance laws (other
than reports or documents which PRA or PIC WISCONSIN, as the case may be, is not
permitted to disclose  under  applicable  law or by  agreement);  (ii) all other
information concerning its business,  properties and personnel as such party may
reasonably request; and (iii) any other information,  confidential or otherwise,
relating  to the Merger  which has not been  provided  to the other party and is
necessary  for  disclosure  in the  S-4,  including,  but not  limited  to,  the
confidential  portions  of  the  minutes  of PIC  WISCONSIN  and  PIC  WISCONSIN
Subsidiaries that was not provided pursuant to Section 4.3(a) of this Agreement.
Neither PRA nor PIC WISCONSIN nor any of their respective  Subsidiaries shall be
required to provide  access to or to disclose  information  where such access or
disclosure would violate or prejudice the rights of PRA's or PIC WISCONSIN's, as
the case may be,  customers,  jeopardize  the  attorney-client  and work product
privileges  of the  entity in  possession  or  control  of such  information  or
contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or
binding agreement entered into prior to the date of this Agreement.  The parties
hereto  will  make  appropriate   substitute   disclosure   arrangements   under
circumstances in which the restrictions of the preceding sentence apply.

                                       57



     (b) Each of PRA and PIC  WISCONSIN  agrees  to keep  confidential,  and not
divulge to any other party or person (other than  employees  of, and  attorneys,
accountants,  financial advisors and other  representatives  for, any said party
who  agree  to be  bound  by the  Confidentiality  Agreements),  all  non-public
documents, information, records and financial statements received from the other
and, in addition,  any and all reports,  information  and financial  information
obtained  through audits or other reviews  conducted  pursuant to this Agreement
(unless readily  ascertainable  from public or published  information,  or trade
sources, or already known or subsequently  developed by a party independently of
any  investigation or received from a third party not under an obligation to the
other party to keep such information confidential),  and to use the same only in
connection with the  transactions  contemplated  by this  Agreement;  and if the
transactions  contemplated by this Agreement are not consummated for any reason,
each party  agrees to promptly  return to the other party all written  materials
furnished by the other party,  and all copies  thereof,  in connection with such
investigation,  and to destroy  all  documents  and  records  in its  possession
containing extracts or summaries of any such non-public information.

     (c)  No  investigation  by  either  of  the  parties  or  their  respective
representatives  shall  affect the  representations,  warranties,  covenants  or
conditions of the other set forth in this Agreement.

     7.4 PIC WISCONSIN Shareholder Approval.  PIC WISCONSIN shall call a meeting
of its shareholders to be held as soon as reasonably  practicable  after the S-4
is declared  effective under the Securities Act for the purpose of obtaining the
requisite PIC WISCONSIN  shareholder  approval  required in connection with this
Agreement and the Merger.  PIC WISCONSIN  will,  through its Board of Directors,
subject to its  fiduciary  obligations  as determined by its Board of Directors,
recommend  that its  shareholders  vote in favor of the approval and adoption of
this Agreement and the Merger.

     7.5 Legal  Conditions to Merger.  Each of PRA and PIC WISCONSIN  shall, and
shall cause each of their respective Subsidiaries to, use their best efforts (i)
to take,  or cause to be taken,  all actions  necessary,  proper or advisable to
comply promptly with all legal  requirements  which may be imposed on such party
or its  Subsidiaries  with respect to the Merger and,  subject to the conditions
set  forth in  Article  8 of this  Agreement,  to  consummate  the  transactions
contemplated  by this  Agreement,  and (ii) to obtain (and to cooperate with the
other party to obtain) any consent, authorization,  order or approval of, or any
exemption  by, any  Governmental  Authority  and any other  third party which is
required  to be  obtained  by PRA or PIC  WISCONSIN  or any of their  respective
Subsidiaries  in  connection   with  the  Merger  and  the  other   transactions
contemplated by this Agreement.  Without  limiting the foregoing,  PRA will form
NEWCO as a valid  corporation  under  the  laws of the  State  of  Wisconsin  as
provided  in Article 1, take all  actions  as the sole  shareholder  of NEWCO to
approve the Merger and to  consummate  the Merger in  accordance  with the terms
hereof  and  further  cause  NEWCO to take any and all  actions,  including  the
execution and delivery of any and all agreements,  documents,  certificates  and
instruments  (including  the  Articles  of  Merger)  and to  obtain  any and all
corporate and other approvals,  in order to cause NEWCO to effect the Merger and
to consummate any and all transactions contemplated by this Agreement.

                                       58



     7.6 NYSE Listing.  PRA shall cause the shares of the PRA Common Stock to be
issued in the Merger to be approved  for listing on the NYSE subject to official
notice of issuance, prior to the Closing Date.

     7.7 Employee Plans.

     (a) From and after the Effective Time, the PIC WISCONSIN  Employee Plans in
effect as of the date of this  Agreement and at the Effective  Time shall remain
in effect with respect to the current and former  employees of PIC WISCONSIN and
the PIC WISCONSIN  Subsidiaries (the "PIC WISCONSIN  Employees") covered by such
PIC WISCONSIN Employee Plans at the Effective Time, until such time as PRA shall
otherwise  determine.  PRA agrees that it will honor all PIC WISCONSIN  Employee
Plans in accordance with their terms as in effect at the Effective Time, subject
to any amendment or termination thereof that may be required or permitted by the
plans or  applicable  law. PRA will review all PIC WISCONSIN  Employee  Plans to
determine  whether to maintain,  terminate or continue such plans.  In the event
employee  compensation and/or benefits as currently provided by PIC WISCONSIN or
any PIC  WISCONSIN  Subsidiary  are changed or terminated by PRA, in whole or in
part,  PRA shall provide any PIC WISCONSIN  Employees who continue in employment
with PRA or any of its Subsidiaries  ("Continuing  Employees") with compensation
and  benefits  that  are,  in  the  aggregate,   substantially  similar  to  the
compensation  and benefits  provided to similarly  situated  employees of PRA or
applicable PRA Subsidiary  (as of the date any such  compensation  or benefit is
provided).

     (b) Employees of PIC WISCONSIN or any PIC WISCONSIN  Subsidiary  who become
participants  in  a  PRA  Employee  Plan  shall,  for  purposes  of  determining
eligibility for and for any applicable vesting periods of such employee benefits
only (and not for benefit accrual purposes unless specifically set forth herein)
be given credit for meeting  eligibility and vesting  requirements in such plans
for service as an employee of PIC WISCONSIN or any PIC  WISCONSIN  Subsidiary or
any predecessor  thereto prior to the Effective Time,  provided,  however,  that
credit for  benefit  accrual  purposes  will be given only for  purposes  of PRA
vacation policies or programs.  In the event of any termination or consolidation
of any PIC  WISCONSIN  health  plan with any PRA  health  plan,  PRA shall  make
available to Continuing Employees and their dependents  employer-provided health
coverage on  substantially  the same basis as it provides  such  coverage to PRA
employees.  Unless a Continuing Employee affirmatively terminates coverage under
a PIC  WISCONSIN  health  plan prior to the time that such  Continuing  Employee
becomes  eligible to  participate in the PRA health plan, or unless a Continuing
Employee and/or a dependent of a Continuing  Employee has an event which,  under
the terms of the PIC WISCONSIN health plan, results in a loss of coverage (which
may  include  a sale or  other  disposition  of a PIC  WISCONSIN  Subsidiary  or
substantially all of the business operations thereof), no coverage of any of the
Continuing  Employees or their  dependents  shall terminate under any of the PIC
WISCONSIN  health plans prior to the time such  Continuing  Employees  and their
dependents  become  eligible to  participate  in the health plans,  programs and
benefits common to all employees of PRA and their dependents.  In the event of a
termination or consolidation  of any PIC WISCONSIN  health plan,  terminated PIC
WISCONSIN employees and qualified beneficiaries will have the right to continued
coverage  under  group  health  plans of PRA in  accordance  with  Code  Section
4980B(f).  In the event of any termination of any PIC WISCONSIN  health plan, or
consolidation  of any  health  plan  with  any PRA  health  plan,  any  coverage
limitation under the PRA health plan due to any pre-existing  condition shall be
waived by the PRA health plan to the degree that such  condition  was covered by
the PIC  WISCONSIN  health plan and such  condition  would  otherwise  have been
covered by the PRA health plan in the absence of such coverage  limitation.  All
PIC WISCONSIN  employees who cease  participating in a PIC WISCONSIN health plan
and become  participants  in a  comparable  PRA health plan during any plan year
shall receive credit toward the applicable  deductible under the PRA health plan
for any amounts paid by the employee  under PIC  WISCONSIN's  health plan during
the applicable plan year, upon  substantiation,  in a form  satisfactory to PRA,
that such payments have been made.

                                       59



     (c) It is understood that PRA and its Subsidiaries are "at-will" employers.
Nothing  in this  Section  7.7  shall  be  interpreted  as  preventing  PRA from
terminating  the  employment of any  individual or from  amending,  modifying or
terminating any PRA Employee Plans, or any PIC WISCONSIN  Employee Plans, or any
benefits under any PRA Employee Plans or any PIC WISCONSIN  Employee  Plans,  or
any other contracts, arrangements,  commitments or understandings, in accordance
with their terms and applicable law.

     (d) PRA  shall  assume  and  honor  in  accordance  with  their  terms  the
employment  agreements between PIC WISCONSIN and any officer or employee thereof
that are  listed in Section  7.7(d) of the PIC  WISCONSIN  Disclosure  Schedule,
including  without   limitation,   the  obligation  to  pay  cash  severance  on
termination  of  employment  after a change  of  control  as may be  applicable;
provided that PRA shall require in accordance  with the terms of said employment
agreements that each officer or employee receiving a payment shall enter into an
acknowledgment and release acknowledging that no further cash severance payments
are due under the  employment  agreement and releasing PIC WISCONSIN and PRA and
their  respective  officers,  directors  and  employees  from any and all claims
arising thereunder.

     (e) Notwithstanding  anything herein to the contrary,  all payments made to
PIC WISCONSIN  Employees  under this Section 7.7 shall be subject to withholding
required by applicable federal, state and local taxing authorities.

     7.8 Directors' and Officers' Indemnification and Insurance.

     (a) PIC WISCONSIN shall use its reasonable best efforts,  immediately prior
to the  Closing,  to purchase a single  payment,  run-off  policy or policies of
directors'  and  officers'  liability  insurance  covering  current  and  former
officers and directors of PIC WISCONSIN  and the PIC WISCONSIN  Subsidiaries  on
terms  and  conditions,  including  limits,  as  favorable  as their  respective
directors and officers liability  insurance policy in effect on the date of this
Agreement, such policy or policies to become effective at the Effective Time and
remain in effect  for a period of six (6) years  after the  Effective  Time (the
"Tail  Policy").  If PIC  WISCONSIN is unable to obtain the Tail Policy prior to
Closing,  PRA shall use its best  efforts  to cause the  individuals  serving as
officers and  directors of PIC  WISCONSIN  and the PIC  WISCONSIN  Subsidiaries,
immediately  prior to the  Effective  Time to be covered for a period of six (6)
years  from the  Effective  Time (or the  period of the  applicable  statute  of
limitations,  if longer) by the  directors'  and officers'  liability  insurance
policy  maintained by PIC WISCONSIN or the PIC  WISCONSIN  Subsidiary  (provided
that PRA may substitute  therefor policies of the same or substantially  similar
coverage  and  amounts  containing  terms  and  conditions  which  are not  less
advantageous  in any material  respect than such policy) with respect to acts or
omissions  occurring  prior to the Effective  Time which were  committed by such
officers and directors in their capacity as such; provided,  however, that in no
event shall the premium for any such  insurance be more than 300% of the current
amount expended by PIC WISCONSIN or the PIC WISCONSIN Subsidiary (the "Insurance
Premium  Amount");  and provided  further,  that if PRA is unable to maintain or
obtain the  insurance  called for by this  Section  7.8,  PRA shall use its best
efforts to obtain as much  comparable  insurance as available  for the Insurance
Premium Amount.

                                       60



     (b) In addition to the obligations  set forth in Section 7.8(a),  PRA shall
indemnify,  defend and hold  harmless each person who is now, or who has been at
any time before the date hereof or who becomes  before the  Effective  Time,  an
officer,  director or employee of PIC  WISCONSIN or a PIC  WISCONSIN  Subsidiary
(the "Indemnified Parties") against all losses, claims, damages, costs, expenses
(including  attorney's fees),  liabilities or judgments or amounts that are paid
in settlement of or in connection with any claim,  action,  suit,  proceeding or
investigation,  whether civil,  criminal, or administrative (each a "Claim"), in
which an  Indemnified  Party is, or is threatened to be made, a party or witness
in whole or in part on or  arising in whole or in part out of the fact that such
person is or was a  director,  officer or  employee  of PIC  WISCONSIN  or a PIC
WISCONSIN  Subsidiary  if such Claim  pertains  to any  matter of fact  arising,
existing  or  occurring  at or before the  Effective  Time  (including,  without
limitation,   the  Merger  and  the  other  transactions  contemplated  hereby),
regardless of whether such Claim is asserted or claimed  before,  or after,  the
Effective  Time (the  "Indemnified  Liabilities"),  to the  fullest  extent  PIC
WISCONSIN   is  permitted   under,   and  in   accordance   with  the  terms  of
indemnification  provisions under, PIC WISCONSIN's Articles of Incorporation and
Bylaws as of the date of this  Agreement.  PRA shall pay  expenses in advance of
the final disposition of any such action or proceeding to each Indemnified Party
to the full extent provided in PIC WISCONSIN's  Articles of  Incorporation as of
the  date  of  this  Agreement.  The  Indemnified  Parties  may  retain  counsel
reasonably satisfactory to them after consultation with PRA; provided,  however,
that (A) PRA shall have the right to assume the  defense  thereof  and upon such
assumption  PRA  shall  not be  liable  to any  Indemnified  Party for any legal
expenses of other  counsel or any other  expenses  subsequently  incurred by any
Indemnified  Party in connection  with the defense  thereof,  except that if PRA
elects not to assume  such  defense  the  Indemnified  Party may retain  counsel
reasonably  satisfactory to him after  consultation  with PRA, and PRA shall pay
the reasonable fees and expenses of such counsel for the Indemnified  Party, (B)
PRA shall be  obligated  pursuant to this  paragraph to pay for only one firm of
counsel for all  Indemnified  Parties except to the extent  representation  by a
single  firm or  attorney  is, in the  absence  of an  informed  consent  by the
Indemnified Party, prohibited by ethical rules relating to lawyers' conflicts of
interest,  (C) PRA shall not be liable for any settlement  effected  without its
prior written  consent (which consent shall not be unreasonably  withheld),  (D)
PRA shall have no obligation  hereunder to any  Indemnified  Party when and if a
court  of  competent   jurisdiction   shall  ultimately   determine,   and  such
determination shall have become final and nonappealable, that indemnification of
such  Indemnified  Party  in  the  manner  contemplated  by  this  Agreement  is
prohibited by applicable  law and (E) PRA shall have no obligation  hereunder to
any  Indemnified  Party for which and to the  extent  payment  is  actually  and
unqualifiedly  made to such Indemnified  Party under any insurance  policy,  any
other agreement for indemnification or otherwise.  Any Indemnified Party wishing
to claim  Indemnification  under this  Section  7.8,  upon  learning of any such
Claim,  shall notify PRA thereof,  provided  that the failure to so notify shall
not affect the  obligations  of PRA under this  Section 7.8 except to the extent
such failure to notify  materially  prejudices PRA. PRA's obligations under this
Section 7.8 continue in full force and effect for a period of six (6) years from
the Effective Time (or the period of the applicable  statute of limitations,  if
longer); provided, however, that all rights to indemnification in respect of any
Claim  asserted  or made  within  such  period  shall  continue  until the final
disposition of such Claim.

                                       61



     7.9 Advice of Changes.

     (a) PRA and PIC  WISCONSIN  shall give prompt  notice to the other party as
soon as  practicable  after it has actual  knowledge of (i) the  occurrence,  or
failure  to  occur,  of any  event  which  would or would be likely to cause any
party's  representations or warranties  contained in this Agreement to be untrue
or incorrect in any material respect at any time from the date of this Agreement
to the  Closing  Date,  or (ii) any failure on its part or on the part of any of
its or its Subsidiaries'  officers,  directors,  employees,  representatives  or
agents (other than persons or entities who are such  employees,  representatives
or agents only because they are appointed  insurance  agents of such parties) to
comply  with or satisfy in any  material  respect  any  covenant,  condition  or
agreement to be complied  with or satisfied by such party under this  Agreement.
Each  party  shall  have the  right to  deliver  to the  other  party a  written
disclosure  schedule  as to any  matter  of which  it  becomes  aware  following
execution   of  this   Agreement   which  would   constitute  a  breach  of  any
representation,   warranty  or  covenant  of  this   Agreement  by  such  party,
identifying on such disclosure schedule the representation, warranty or covenant
which would be so breached, provided that each such disclosure schedule shall be
delivered as soon as  practicable  after such party  becomes aware of the matter
disclosed therein.  If disclosure of a matter which would constitute a breach of
any  representation,  warranty or covenant of this  Agreement  is made by either
party,  the  nondisclosing  party shall have the right,  in its  discretion,  to
terminate  this  Agreement to the extent such  termination  is  permitted  under
Section 9.1 of this Agreement.

     (b) PRA shall update the PRA  Disclosure  Schedule  (the  "Closing Date PRA
Disclosure  Schedule")  to a date that is no earlier than ten (10) business days
prior to the Closing Date and no later than seven (7) business days prior to the
Closing Date and shall deliver the Closing Date PRA  Disclosure  Schedule to PIC
WISCONSIN not less than three (3) business  days prior to the Closing Date.  PIC
WISCONSIN shall update the PIC WISCONSIN  Disclosure Schedule (the "Closing Date
PIC WISCONSIN  Disclosure  Schedule") to a date that is no earlier than ten (10)
business  days prior to the  Closing  Date and no later than seven (7)  business
days prior to the Closing Date and shall  deliver the Closing Date PIC WISCONSIN
Disclosure  Schedule to PRA not less than three (3)  business  days prior to the
Closing Date. The obligation of PRA to deliver to PIC WISCONSIN the Closing Date
PRA  Disclosure  Schedule as provided  above shall be a material  obligation for
purposes of Section  8.3(a)  hereof,  and the  obligation  of PIC  WISCONSIN  to
deliver to PRA the Closing Date PIC  WISCONSIN  Disclosure  Schedule  shall be a
material obligation for purposes of Section 8.2(a) hereof.

     (c) The  provisions  of this  Section 7.9 and any notices by PRA on the one
hand,  and  PIC  WISCONSIN  on the  other,  shall  not be  deemed  in any way to
constitute a waiver by the counterparty of the conditions set forth in Article 8
hereof or any of its remedies under Article 9 hereof, nor shall any such notices
cure any breach of any representation or warranty which is inaccurate.

                                       62



     7.10 Additional Agreements.

     (a) In case at any time prior to the Effective  Time any further  action is
necessary  or  desirable  to carry out the  purposes  of this  Agreement  or the
Merger,  the proper  officers and directors of each party to this  Agreement and
their  respective  Subsidiaries  shall take all such necessary  action as may be
reasonably requested by, and at the sole expense of, PRA.

     (b) In case at any time  after the  Effective  Time any  further  action is
necessary or desirable  to carry out the purposes of this  Agreement  (including
any merger  between a Subsidiary of PRA and a Subsidiary of PIC WISCONSIN) or to
vest PRA or any of its Subsidiaries  with full title to all properties,  assets,
rights,  approvals,  immunities  and  franchises  of any of the  parties to this
Agreement or the Merger, the proper officers and directors of each party to this
Agreement and their respective Subsidiaries shall take all such necessary action
as may be reasonably requested by, and at the sole expense of, PRA.

     (c)  Prior  to the  Effective  Time,  neither  PIC  WISCONSIN  nor  the PIC
WISCONSIN Subsidiary shall acquire, directly or indirectly, beneficial or record
ownership of any shares of PRA Common Stock or other equity  securities  of PRA,
or any securities  convertible  into or exercisable for any shares of PRA Common
Stock or other equity securities of PRA.

     7.11 Negotiations with Other Parties.

     (a)  So  long  as  this  Agreement  remains  in  effect  and no  notice  of
termination  has been  given  under  this  Agreement,  PIC  WISCONSIN  shall not
authorize  or  knowingly  permit  any  of  its   representatives,   directly  or
indirectly,  to  initiate,   entertain,   solicit,   encourage,  engage  in,  or
participate in,  negotiations with any Person or any group of Persons other than
the  other  party  to this  Agreement  or any of its  affiliates  (a  "Potential
Acquiror") concerning any Acquisition Proposal (as defined in this Section 7.11)
other than as expressly provided in this Agreement.  PIC WISCONSIN will promptly
inform PRA of any serious,  bona fide inquiry it may receive with respect to any
Acquisition Proposal and shall furnish to PRA a copy thereof.

     (b)  Nothing  contained  in this  Agreement  shall  prohibit  the  Board of
Directors of PIC WISCONSIN from either  furnishing  information  to, or entering
into discussions or negotiations  with, any Person or group of Persons regarding
any Acquisition  Proposal,  or approving and recommending to the shareholders of
PIC WISCONSIN an  Acquisition  Proposal from any Person or group of Persons,  if
the Board of  Directors  of PIC  WISCONSIN  determines  in good  faith that such
action is appropriate in furtherance of the best interests of  shareholders.  In
connection  with any such  determination,  (i) PIC  WISCONSIN  shall  direct its
officers and other  appropriate  personnel to cooperate  with and be  reasonably
available to consult with any such person,  entity or group,  (ii) PIC WISCONSIN
will  disclose to PRA that it is  furnishing  information  to, or entering  into
discussions  or  negotiations  with,  such  Person  or group of  Persons,  which
disclosure  shall  describe the terms thereof (but need not identify the person,
entity or group making the offer), (iii) prior to furnishing such information to
such  Person or group of  Persons,  PIC  WISCONSIN  shall  enter  into a written
agreement  with such Person or group of Persons which  provides for, among other
things, (A) the furnishing to PIC WISCONSIN of information regarding such Person
or group of Persons  that is relevant  to its  ability to finance and  otherwise
perform its obligations under its Acquisition Proposal;  (B) the confidentiality
of all  non-public  information  furnished to such Person or group of Persons by
PIC WISCONSIN;  and (C) procedures reasonably satisfactory to PIC WISCONSIN that
are designed to restrict or limit the  provision of  information  regarding  PIC
WISCONSIN that could be used to the  competitive  disadvantage of PIC WISCONSIN,
or in a manner that would be detrimental  to the interests of its  shareholders;
(iv) PIC WISCONSIN will not furnish any non-public  information regarding PRA or
the  transactions  contemplated  hereby;  and (v) PIC  WISCONSIN  will  keep PRA
informed of the status of any such  discussions or  negotiations  (provided that
PIC WISCONSIN shall not be required to disclose to PRA confidential  information
concerning the business or operations of such Person or group of Persons).

                                       63



     (c) As  used  in  this  Agreement,  "Acquisition  Proposal"  means  (i) any
proposal pursuant to which any Person or group of Persons, other than PRA or PIC
WISCONSIN,   would  acquire  or  participate  in  a  merger  or  other  business
combination  involving PIC  WISCONSIN or any of the PIC WISCONSIN  Subsidiaries,
directly  or  indirectly;  (ii) any  proposal  by which  any  Person or group of
Persons, other than PRA or PIC WISCONSIN, would acquire the right to vote 10% or
more  of the  capital  stock  of PIC  WISCONSIN  of  any  of the  PIC  WISCONSIN
Subsidiaries  entitled to vote thereon for the election of directors;  (iii) any
acquisition  of 10% or more of the  assets  of PIC  WISCONSIN  or any of the PIC
WISCONSIN Subsidiaries,  other than in the ordinary course of business; (iv) any
acquisition in excess of 10% of the  outstanding  capital stock of PIC WISCONSIN
or any of the PIC WISCONSIN  Subsidiaries,  other than as  contemplated  by this
Agreement; or (v) any transaction similar to the foregoing.

     7.12  Reservation of Shares.  PRA agrees at all times from the date of this
Agreement  until the  Merger  Consideration  has been paid in full to  reserve a
sufficient number of shares of PRA Common Stock to fulfill its obligations under
this Agreement.

                                   ARTICLE 8

                              CONDITIONS PRECEDENT
                              --------------------

     8.1  Conditions  to Each  Party's  Obligation  To Effect  the  Merger.  The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction at or prior to the Effective Time of the following conditions:

     (a) This  Agreement and the  transactions  contemplated  by this  Agreement
shall have been  approved and adopted by the requisite  affirmative  vote of the
shareholders of PIC WISCONSIN entitled to vote thereon.

     (b) The shares of PRA Common  Stock which  shall be issued  pursuant to the
Merger shall have been  authorized for listing on the NYSE,  subject to official
notice of issuance.

                                       64



     (c) The  Articles of Merger shall have been filed with the OCI of Wisconsin
and the Department of Financial  Institutions of Wisconsin  immediately prior to
or on the Closing Date.

     (d) All approvals of  Governmental  Authorities  required to consummate the
transactions  contemplated  by this Agreement shall have been obtained and shall
remain in full  force and effect and all  statutory  waiting  periods in respect
thereof [(not including periods to file an appeal)] shall have expired,  without
the  imposition  of any  condition  which in the  reasonable  judgment of PRA is
materially  burdensome upon PRA or its Subsidiaries  (all such approvals and the
expiration of all such waiting  periods being  referred to in this  Agreement as
the "Requisite  Regulatory  Approvals").  Without limiting the generality of the
foregoing: (i) the S-4 shall have become effective under the Securities Act, and
no stop order suspending the effectiveness of the S-4 shall have been issued and
shall  remain in effect  and no  proceedings  for that  purpose  shall have been
initiated or  threatened by the SEC;  (ii) all Blue Sky Filings,  if any,  shall
have been made, and the sale of PRA Common Stock resulting from the Merger shall
have been  qualified or registered  with the  appropriate  state  securities law
regulatory  authorities of all states in which  qualification or registration is
required under  applicable state  securities  laws, and such  qualifications  or
registrations  shall not have been suspended or revoked, or shall be exempt from
such  qualification  or  registration;  (iii) the HSR Act Report shall have been
submitted to the Pre-Merger  Notification Agencies, and the waiting period under
the HSR Act shall have  expired or notice of early  termination  of the  waiting
period  shall  have been  received;  and (iv) the  Merger  and the  transfer  of
ownership of PIC WISCONSIN and the PIC  WISCONSIN  Subsidiaries  shall have been
approved by the Insurance Regulators, to the extent such approvals are required.

     (e) No order,  injunction or decree issued by any Governmental Authority of
competent  jurisdiction or other legal  restraint or prohibition  preventing the
consummation of the Merger or any of the other transactions contemplated by this
Agreement shall be in effect. No statute, rule, regulation, order, injunction or
decree  shall  have  been  enacted,  entered,  promulgated  or  enforced  by any
Governmental  Authority which prohibits,  materially  restricts or makes illegal
consummation of the Merger.

     (f)  PRA and PIC  WISCONSIN  each  shall  have  received  a copy of the tax
opinions  contemplated  by  Section  7.2 of this  Agreement,  updated  as of the
Closing Date, substantially to the effect that, among other things, on the basis
of the facts, assumptions and representations set forth in the opinion which are
consistent with the state of facts existing at the Closing Date:

          (i) The former  shareholders  of PIC  WISCONSIN  who  receive  the PRA
     Common  Stock in the Merger  will not  recognize  gain or loss for  federal
     income tax purposes.

          (ii)  Neither  PIC  WISCONSIN  nor PRA,  nor any of  their  respective
     Subsidiaries,  shall  recognize  any gain or loss for  federal  income  tax
     purposes as a result of the Merger.

                                       65



     8.2  Conditions to  Obligation of PRA. The  obligation of PRA to effect the
Merger is also subject to the  satisfaction  or waiver by PRA at or prior to the
Effective Time of the following conditions:

     (a) PIC  WISCONSIN  shall  have  performed  in all  material  respects  all
material  obligations  required to be performed by it under this Agreement at or
prior to the Closing Date,  and PRA shall have received a certificate  signed on
behalf of PIC WISCONSIN by the Chief  Executive  Officer and the Chief Financial
Officer of PIC WISCONSIN to such effect.

     (b) The  representations  and warranties of PIC WISCONSIN contained in this
Agreement  shall be true and correct on and as of the Closing Date as if made on
and as of such  date  (except  to the  extent  that any such  representation  or
warranty  has by its terms  been made as of a  specific  date in which case such
representation and warranty shall have been true and correct as of such specific
date);  provided,  however,  that if the failure of any such representations and
warranties to be true and correct on and as of the Closing Date, individually or
in the aggregate, has not resulted or reasonably could not be expected to result
in  a  Material   Adverse   Effect  on  PIC  WISCONSIN  and  the  PIC  WISCONSIN
Subsidiaries,  taken as a whole, the foregoing condition shall be deemed to have
been fulfilled.

     (c)  The  condition   (financial  or  otherwise),   business,   net  worth,
operations,  assets,  properties,  liabilities,  results of operations or future
prospects of PIC WISCONSIN or the PIC WISCONSIN Subsidiaries,  taken as a whole,
shall not have suffered a Material  Adverse  Effect and there shall have been no
occurrence,  circumstance or combination  thereof (whether arising heretofore or
hereafter),  including  litigation  pending or  threatened,  which is reasonably
likely to result  in a  Material  Adverse  Effect on PIC  WISCONSIN  and the PIC
WISCONSIN Subsidiaries, taken as a whole, before or after the Closing Date.

     (d) No legal, administrative,  arbitral or other inquiry, proceeding, claim
or action shall have been initiated by any governmental or regulatory  authority
or SRO alleging  violations of Federal or state  securities  laws (including the
Securities  Act  and  the  Exchange  Act) by PIC  WISCONSIN,  any PIC  WISCONSIN
Subsidiary  or any  director or officer of PIC  WISCONSIN  or any PIC  WISCONSIN
Subsidiary, which action has not been dismissed with prejudice.

     (e) The  holders  of not more  than  twenty-five  percent  (25%) of all the
outstanding  shares of PIC WISCONSIN shall have exercised their right to dissent
and obtain payment for their shares under  applicable law with respect to, or as
a result of, the Merger.

     (f) PIC WISCONSIN shall have delivered to PRA such other  certificates  and
instruments  as PRA and  its  counsel  may  reasonably  request.  The  form  and
substance of all  certificates,  instruments,  opinions and other  documentation
delivered to PRA under this Agreement  shall be reasonably  satisfactory  to PRA
and its counsel.

     (g) No Distribution  Date (as defined in the Rights  Agreement)  shall have
occurred and no holder of any Rights (as defined in the Rights  Agreement) shall
be  entitled  to  exercise  such  Rights  as a result of the  execution  of this
Agreement,  public  announcement  of this Agreement or the  consummation  of the
Merger and any other transactions contemplated by this Agreement.

                                       66



     8.3  Conditions  to  Obligation  of PIC  WISCONSIN.  The  obligation of PIC
WISCONSIN to effect the Merger is also subject to the  satisfaction or waiver by
PIC WISCONSIN at or prior to the Effective Time of the following conditions:

     (a)  PRA  shall  have  performed  in all  material  respects  all  material
obligations  required to be performed by it under this  Agreement at or prior to
the Closing Date, and PIC WISCONSIN shall have received a certificate  signed on
behalf of PRA by the Chief Executive  Officer and the Chief Financial Officer of
PRA to such effect.

     (b) The  representations  and warranties of PRA contained in this Agreement
shall be true and correct on and as of the Closing  Date as if made on and as of
such date (except to the extent that any such  representation or warranty has by
its terms been made as of a specific date in which case such  representation and
warranty shall have been true and correct as of such specific  date);  provided,
however,  that if the failure of any such  representations  and warranties to be
true  and  correct  on  and  as of  the  Closing  Date,  individually  or in the
aggregate,  has not resulted or reasonably  could not be expected to result in a
Material  Adverse  Effect  on PRA or its  Subsidiaries,  taken as a  whole,  the
foregoing condition shall be deemed to have been fulfilled.

     (c)  The  condition   (financial  or  otherwise),   business,   net  worth,
operations,  assets,  properties,  liabilities,  results of operations or future
prospects of PRA or its Subsidiaries,  taken as a whole, shall not have suffered
a Material Adverse Effect and there shall have been no occurrence,  circumstance
or combination  thereof  (whether  arising  heretofore or hereafter),  including
litigation  pending or  threatened,  which is  reasonably  likely to result in a
Material  Adverse  Effect  on PRA and the PRA  Subsidiaries,  taken  as a whole,
before or after the Closing Date.

     (d) No legal, administrative, arbitral or other inquiry, proceeding, claim,
or action shall have been initiated by any governmental or regulatory  authority
or SRO alleging  violations of Federal or state  securities  laws (including the
Securities  Act and the  Exchange  Act) by PRA,  any PRA  Subsidiary  (including
NEWCO) or any director or officer of PRA or any PRA Subsidiary, which action has
not been dismissed with prejudice.

     (e) PRA shall have delivered to PIC WISCONSIN such other  certificates  and
instruments  as PIC WISCONSIN and its counsel may reasonably  request.  The form
and substance of all certificates, instruments and other documentation delivered
to PIC WISCONSIN  under this Agreement  shall be reasonably  satisfactory to PIC
WISCONSIN and its counsel.

                                   ARTICLE 9

                            TERMINATION AND AMENDMENT
                            -------------------------

     9.1 Termination.  This Agreement may be terminated at any time prior to the
Effective  Time,  whether before or after  approval of the matters  presented in
connection with the Merger by the shareholders of PIC WISCONSIN:

                                       67



     (a) by mutual consent of PRA and PIC WISCONSIN in a written instrument,  if
the Board of Directors  of PRA and the Board of  Directors  of PIC  WISCONSIN so
determine to terminate this  Agreement by an  affirmative  vote of a majority of
the members of its entire Board;

     (b) by either PRA or PIC WISCONSIN if (i) any Governmental  Authority which
must grant a Requisite Regulatory Approval has denied approval of the Merger and
such denial has become final and nonappealable or any Governmental  Authority of
competent jurisdiction shall have issued a final nonappealable order permanently
enjoining  or  otherwise   prohibiting  the  consummation  of  the  transactions
contemplated  by this  Agreement,  and (ii) the Board of Directors of PRA or the
Board of Directors of PIC WISCONSIN, as the case may be, determines to terminate
this Agreement by an affirmative vote of a majority of the members of its entire
Board;

     (c) by either PRA or PIC WISCONSIN  (provided that the terminating party is
not then in material breach of any representation,  warranty,  covenant or other
agreement  contained in this Agreement) if (i) there shall have been a breach of
any of the  representations  and  warranties  set forth in this Agreement on the
part of the other party,  which breach is not cured within  forty-five (45) days
following  written notice to the party committing such breach,  or which breach,
by its nature or timing, cannot be cured prior to the Closing Date, and (ii) the
Board of Directors of the party  receiving  the notice  determines  to terminate
this Agreement by an affirmative vote of a majority of the members of its entire
Board;  provided,  however,  that no  representation or warranty of either party
contained in this  Agreement  shall be deemed untrue or  incorrect,  and neither
party  shall be deemed to have  breached  a  representation  or  warranty,  as a
consequence  of the  existence  of any fact,  circumstance  or event unless such
fact,  circumstance  or event,  individually  or taken  together  with all other
facts, circumstances or events inconsistent with any representation or warranty,
has had or is  reasonably  expected  to have a Material  Adverse  Effect on such
party.

     (d) by PRA upon written  notice to PIC  WISCONSIN if the Board of Directors
of PIC WISCONSIN does not, or shall indicate in writing to PRA that the Board of
Directors of PIC WISCONSIN is unwilling or unable to, publicly  recommend in the
S-4  that  its  shareholders  approve  and  adopt  this  Agreement,  or if after
recommending in the S-4 that its shareholders  approve and adopt this Agreement,
the Board of  Directors  of PIC  WISCONSIN  shall have  withdrawn,  modified  or
amended such  recommendation  in any respect  materially  adverse to PRA (each a
"PIC  WISCONSIN  Recommendation  Event"),  provided  that  any  such  notice  of
termination  must be given not later than fifteen (15)  business  days after the
later of the date PRA shall have been  advised by PIC  WISCONSIN in writing that
PIC  WISCONSIN  is unable or unwilling to so recommend in the S-4 or that it has
withdrawn, modified or amended such recommendation, or such later date as may be
agreed upon by PRA and PIC WISCONSIN;

     (e) by PRA upon written notice to PIC WISCONSIN if PIC WISCONSIN shall have
authorized, recommended, or approved or proposed, or if PIC WISCONSIN shall have
entered into an  agreement  with any Person other than PRA or NEWCO to effect an
Acquisition Proposal;

                                       68



     (f) by either PRA or PIC WISCONSIN if approval of the  shareholders  of PIC
WISCONSIN  required  for the  consummation  of the  Merger  shall  not have been
obtained  by reason of the  failure to obtain the  required  vote at a duly held
meeting of shareholders or at any adjournment or postponement thereof;

     (g) by PRA if the Closing Date PIC WISCONSIN  Disclosure Schedule discloses
any  Material  Adverse  Effect  on PIC  WISCONSIN  or any  change  from  the PIC
WISCONSIN  Disclosure  Schedule  which  has,  or is likely to have,  a  Material
Adverse  Effect on PIC  WISCONSIN;  or by PIC  WISCONSIN if the Closing Date PRA
Disclosure  Schedule  discloses any Material Adverse Effect on PRA or any change
from the PRA  Disclosure  Schedule  which has, or is likely to have,  a Material
Adverse Effect on PRA;

     (h) by either PRA or PIC  WISCONSIN  if the S-4 has not been filed with the
SEC on or before  June 30,  2006,  unless the failure to so file the S-4 by such
date  shall  be due to the  failure  of the  party  seeking  to  terminate  this
Agreement to perform or observe the covenants  and  agreements of such party set
forth in this  Agreement,  and the  Board of  Directors  of PRA or the  Board of
Directors  of PIC  WISCONSIN  (and  including  specifically  with respect to PIC
WISCONSIN the covenant to prepare GAAP Financial Statements set forth in Section
7.1(b) hereof), as the case may be, determines to terminate this Agreement by an
affirmative vote of a majority of the members of its entire Board;

     (i) by  written  notice  from  PIC  WISCONSIN  to PRA,  or from  PRA to PIC
WISCONSIN, if the Closing does not occur on or before December 31, 2006, for any
reason other than breach of this Agreement by the party giving such notice; or

     (j) By PIC WISCONSIN  upon the  occurrence  of a PIC WISCONSIN  Acquisition
Event (as defined in Section 9.5 hereof) or PIC WISCONSIN Recommendation Event.

     9.2 Effect of Termination. In the event of termination of this Agreement by
either PRA or PIC  WISCONSIN as provided in Section 9.1 of this  Agreement,  (i)
this  Agreement  shall  forthwith  become  void and have no effect,  except that
Sections 7.3(b),  9.2, 9.5, 10.2, 10.3,  10.4, 10.5,  10.13,  10.16 and 10.17 of
this Agreement shall survive any termination of this Agreement, and (ii) none of
PRA, NEWCO, and PIC WISCONSIN,  any of their  respective  Subsidiaries or any of
the officers or directors of any of them shall have any  liability of any nature
whatsoever  under  this  Agreement,  or  in  connection  with  the  transactions
contemplated by this Agreement,  except as otherwise  provided in Section 9.5 of
this Agreement; provided, however, that notwithstanding anything to the contrary
contained in this Agreement,  neither PRA nor PIC WISCONSIN shall be relieved or
released from any  liabilities  or damages  arising out of its willful breach of
any provision of this Agreement.

     9.3 Amendment.  Subject to compliance  with  applicable law, this Agreement
may be amended by the parties hereto, by action taken or authorized by the Board
of Directors of PRA and the Board of  Directors  of PIC  WISCONSIN,  at any time
before or after approval of the matters  presented in connection with the Merger
by the shareholders of PIC WISCONSIN; provided, however, that after any approval
of the  transactions  contemplated by this Agreement by the  shareholders of PIC
WISCONSIN, there may not be, without further approval of such shareholders,  any
amendment  of  this  Agreement  which  changes  the  amount  or the  form of the
consideration  to be delivered to the  shareholders  of PIC WISCONSIN under this
Agreement other than as  contemplated by this Agreement.  This Agreement may not
be amended  except by an instrument  in writing  signed on behalf of each of the
parties hereto.

                                       69



     9.4 Extension; Waiver. At any time prior to the Effective Time, the parties
to this Agreement may, to the extent  legally  allowed,  (a) extend the time for
the  performance of any of the obligations or other acts of the other parties to
this Agreement, (b) waive any inaccuracies in the representations and warranties
contained in this Agreement or in any document delivered pursuant hereto, or (c)
waive  compliance  with any of the  agreements or  conditions  contained in this
Agreement;  provided,  however,  that  after any  approval  of the  transactions
contemplated by this Agreement by the  shareholders of PIC WISCONSIN,  there may
not be, without further approval of such  shareholders,  any extension or waiver
of this Agreement or any portion thereof which reduces the amount or changes the
form of the  consideration  to be delivered to the shareholders of PIC WISCONSIN
under this Agreement other than as contemplated by this Agreement. Any agreement
on the part of a party to this  Agreement to any such  extension or waiver shall
be valid  only if set  forth in a  written  instrument  signed on behalf of such
party,  but such  extension or waiver or failure to insist on strict  compliance
with an  obligation,  covenant,  agreement or  condition  shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure.

     9.5 Liquidated Damages;  Termination Fee.  Notwithstanding  anything to the
contrary  contained in this  Agreement,  in the event that any of the  following
events or circumstances  shall occur, PIC WISCONSIN shall,  within ten (10) days
after  notice  of the  occurrence  thereof  by PRA,  pay to PRA the sum equal to
$2,000,000  (which  the  parties  agree and  stipulate  as  reasonable  and full
liquidated damages and reasonable compensation for the involvement of PRA in the
transactions contemplated in this Agreement, is not a penalty or forfeiture, and
will not affect the  provisions of this Section  9.5):  (i) at any time prior to
termination  of this  Agreement a PIC WISCONSIN  Acquisition  Event shall occur;
(ii) PRA shall terminate this Agreement pursuant to Section 9.1(d) or (e); (iii)
PIC WISCONSIN shall terminate this Agreement pursuant to Section 9.1(j); or (iv)
if PIC WISCONSIN  fails to call and the  shareholders  of PIC WISCONSIN  fail to
hold the meeting of the shareholders of PIC WISCONSIN as required by Section 7.4
of this Agreement.  For purposes of this Agreement a "PIC WISCONSIN  Acquisition
Event"  shall  mean  that PIC  WISCONSIN  shall  have  authorized,  recommended,
approved,  or entered into an agreement  with any Person  (other than any of the
parties to this  Agreement) to effect an  Acquisition  Proposal or shall fail to
publicly  oppose a tender offer or exchange  offer by another person based on an
Acquisition  Proposal.  Upon the making and receipt of such  payment  under this
Section 9.5, PIC  WISCONSIN  shall have no further  obligation of any kind under
this  Agreement  and neither PRA nor NEWCO shall have any further  obligation of
any kind under this  Agreement,  except in each case under  Section  9.2 of this
Agreement,  and no party  shall  have any  liability  for any  breach or alleged
breach by such party of any provision of this Agreement.

                                   ARTICLE 10

                               GENERAL PROVISIONS
                               ------------------

                                       70



     10.1 Closing.  Subject to the terms and conditions of this  Agreement,  the
closing of the Merger  (the  "Closing")  will take place at 10:00 a.m. on a date
and at a place to be specified by the parties, which shall be no later than five
(5) business days after the  satisfaction  or waiver (subject to applicable law)
of the  latest  to occur  of the  conditions  set  forth  in  Article  8 of this
Agreement,  unless  extended by mutual  agreement of the parties  (the  "Closing
Date").  The  parties  shall  use their  respective  best  efforts  to cause the
Effective  Time to occur on or before June 30, 2006. The parties shall cause the
Articles of Merger to be filed with the OCI of Wisconsin  and the  Department of
Financial Institutions of Wisconsin on or before the Effective Time. The parties
shall take such  further  actions as may be required by the laws of the State of
Wisconsin in connection with such filing and the consummation of the Merger.

     10.2 Nonsurvival of Representations, Warranties and Agreements. None of the
representations,  warranties, covenants and agreements of PIC WISCONSIN, PRA and
NEWCO in this Agreement or in any instrument delivered by PIC WISCONSIN,  PRA or
NEWCO pursuant to this  Agreement  shall survive the Effective  Time,  except as
otherwise  provided  in  Section  9.2 of this  Agreement  and  except  for those
covenants and agreements  contained in this Agreement and in any such instrument
which by their terms apply in whole or in part after the Effective Time.

     10.3 Expenses.  Except as otherwise  expressly  provided in this Agreement,
all costs and  expenses  incurred  in  connection  with this  Agreement  and the
transactions contemplated by this Agreement shall be paid by the party incurring
such expense;  provided,  however, that (a) PRA and PIC WISCONSIN will share the
cost of the HSR Act  filing fee in  proportion  to their  relative  assets as of
December 31, 2004,  (b) PRA shall pay all expenses and filing fees in connection
with the Form A filing with the OCI of Wisconsin and any other required  filings
with Insurance  Regulators,  (c) PIC WISCONSIN  shall pay all costs and expenses
relating to printing and mailing the Proxy Statement,  and (d) PRA shall pay all
registration,  filing and other  fees paid to the SEC or the NYSE in  connection
with the Merger.

     10.4 Notices.  All notices and other  communications  hereunder shall be in
writing and shall be deemed given if delivered  personally,  by facsimile  (with
confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express  courier  (with  confirmation)  to the parties at the
following  addresses (or at such other address for a party as shall be specified
by like notice):

     (a) if to PRA to:

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

     with copies to:

         Burr & Forman LLP
         420 N. 20th Street, Suite 3100
         Birmingham, Alabama 35203
         Attention:  Jack P. Stephenson, Esq.
         Fax: (205) 458-5100

                                       71



     and

     (b) if to PIC WISCONSIN, to:

         1002 Deming Way
         Madison, Wisconsin  53717
         Attention:  President
         Fax: (608) 831-8331


     with copies to:

         Quarles & Brady LLP
         One South Pinckney Street, Suite 600
         Madison, Wisconsin 53703
         Attention:  Jeffrey B. Bartell, Esq.
         Fax:  (608) 251-9166

     10.5 [Reserved.]

     10.6 Further Assurances. At the request of any party to this Agreement, the
other parties shall execute, acknowledge and deliver such other documents and/or
instruments as may be reasonably  required by the requesting  party to carry out
the purposes of this  Agreement.  In the event any party to this Agreement shall
be involved in litigation,  threatened  litigation or government  inquiries with
respect  to a  matter  covered  by this  Agreement,  every  other  party to this
Agreement  shall also make  available  to such party,  at  reasonable  times and
subject  to the  reasonable  requirements  of its  own  businesses,  such of its
personnel as may have information  relevant to such matters,  provided that such
party shall reimburse the providing party for its reasonable  costs for employee
time incurred in connection therewith if more than one business day is required.
Following the Closing,  the parties will cooperate with each other in connection
with tax audits and in the defense of any legal proceedings.

     10.7 Remedies Cumulative. Unless expressly made the exclusive remedy by the
terms  of this  Agreement,  all  remedies  provided  for in this  Agreement  are
cumulative  and shall be in  addition to any and all other  rights and  remedies
provided by law and by any other agreements between the parties.

     10.8 Presumptions. It is expressly acknowledged and agreed that all parties
have been  represented by counsel and have  participated  in the negotiation and
drafting of this Agreement,  and that there shall be no presumption  against any
party on the ground that such party was responsible for preparing this Agreement
or any part of it.

                                       72



     10.9 Exhibits and Schedules. Each of the Exhibits and Schedules referred to
in, and/or attached to, this Agreement is an integral part of this Agreement and
is incorporated in this Agreement by this reference.

     10.10  Interpretation.  When a  reference  is  made in  this  Agreement  to
Sections,  Exhibits or  Schedules,  such  reference  shall be to a Section of or
Exhibit or Schedule to this Agreement unless otherwise  indicated.  The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation  of this Agreement.  Whenever the words
"include,"  "includes" or "including" are used in this Agreement,  they shall be
deemed to be followed by the words  "without  limitation".  No provision of this
Agreement  shall be  construed  to require  PRA,  PIC  WISCONSIN or any of their
respective Subsidiaries or affiliates to take any action which would violate any
applicable law, rule or regulation.

     10.11 Counterparts.  This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become  effective
when  counterparts  have been signed by each of the parties and delivered to the
other  parties,  it being  understood  that all  parties  need not sign the same
counterpart.

     10.12 Entire  Agreement.  This  Agreement  (including the documents and the
instruments referred to in this Agreement)  constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement.

     10.13  Governing  Law.  This  Agreement  shall be governed and construed in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to any
applicable  conflicts  of law  principles,  except that (a) the Merger  shall be
effected in  accordance  with and governed by the laws of the State of Wisconsin
and (b) the insurance laws of the state of domicile of PIC WISCONSIN and the PIC
WISCONSIN  Subsidiaries  shall govern to the extent the application of such laws
would be  inconsistent  with or in  contravention  of the  laws of the  State of
Delaware.

     10.14  Severability.  Any  term or  provision  of this  Agreement  which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

     10.15 Publicity. PRA and PIC WISCONSIN shall develop a joint communications
plan and each party shall (i) ensure that all press  releases  and other  public
statements and communications (including any communications that would require a
filing under Rule 425,  Rule 165 and Rule 166 under the  Securities  Act or Rule
14a-2,  Rule 14a-12 or Rule 14e-2 under the  Exchange  Act) with respect to this
Agreement and the transactions contemplated hereby shall be consistent with such
joint  communications  plan and (ii) unless otherwise required by applicable law
or by obligations  pursuant to any listing  agreement with or rules of the NYSE,
consult with each other for a reasonable  time before  issuing any press release
or  otherwise  making any  public  statement  or  communication  (including  any
communications  that would  require a filing with the SEC),  and mutually  agree
upon any such press release or any such public statement or communication,  with
respect to this Agreement or the transactions  contemplated  hereby. In addition
to the foregoing,  except to the extent disclosed in the Proxy Statement, unless
otherwise  required by applicable law or by obligations  pursuant to any listing
agreement with or rules of the NYSE,  neither PRA nor PIC WISCONSIN  shall issue
any  press  release  or  otherwise  make  any  public  statement  or  disclosure
concerning the other party or the other party's business,  financial  conditions
or results of operations without the consent of the other party.

                                       73



     10.16 Assignment; Third Party Beneficiaries. Neither this Agreement nor any
of the rights,  interests or obligations shall be assigned by any of the parties
to this Agreement  (whether by operation of law or otherwise)  without the prior
written consent of the other parties to this Agreement. Subject to the preceding
sentence,  this Agreement  will be binding upon,  inure to the benefit of and be
enforceable by the parties and their respective  successors and assigns.  Except
as otherwise specifically provided in Section 7.8, this Agreement (including the
documents  and  instruments  referred to in this  Agreement)  is not intended to
confer upon any person  other than the parties to this  Agreement  any rights or
remedies under this Agreement.

     10.17 Definitions.

     (a) The following terms, as used in this Agreement,  have the meanings that
follow:

     "Affiliate"  means any Person that directly,  or indirectly  through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with, a party.

     "Employee  Plan" means any "employee  benefit  plan," as defined in Section
3(3) of ERISA;  any employment,  severance or similar service  agreement,  plan,
arrangement or policy; any other plan or arrangement providing for compensation,
bonuses,  profit-sharing,  stock option or other equity-related  rights or other
forms of  incentive  or  deferred  compensation,  vacation  benefits,  insurance
(including any self-insured  arrangements),  medical, dental or vision benefits,
disability or sick leave benefits, life insurance,  employee assistance program,
workers' compensation,  supplemental  unemployment benefits,  severance benefits
and  post-employment or retirement benefits  (including  compensation,  pension,
insurance or medical  benefits);  or any loan; in each case  including  plans or
arrangements,  both  written  and oral,  covering  or extended to any current or
former director, employee or independent contractor.

     "Environmental  Laws"  means  any  federal,  state,  local or  foreign  law
(including common law) treaty,  judicial decision,  regulation,  rule, judgment,
order, decree, injunction,  permit or governmental restriction or requirement or
any agreement with any Governmental  Authority or other third party, relating to
human health and safety, the environment or to pollutants,  contaminants, wastes
or  chemicals  or any toxic,  radioactive,  ignitable,  corrosive,  reactive  or
otherwise hazardous substances, wastes or materials.

     "Environmental  Permits"  means,  with respect to any Person,  all permits,
licenses, franchises,  certificates,  approvals and other similar authorizations
of governmental  authorities  relating to or required by Environmental  Laws and
affecting, or relating in any way to, the business of such Person or any of such
Person's Subsidiaries, as currently conducted.

                                       74



     "Governmental  Authority" means any governmental body, agency,  official or
authority,  domestic,  foreign,  or  supranational,  or  SRO  or  other  similar
non-governmental regulatory body.

     "Insurance  Laws" means all laws,  rules and regulations  applicable to the
business of insurance and the regulation of insurance holding companies, whether
domestic or foreign,  and all applicable  orders and directives of  Governmental
Authorities  and market  conduct  recommendations  resulting from market conduct
examinations of Insurance Regulators.

     "Insurance  Regulators" means all Governmental  Authorities  regulating the
business of insurance under the Insurance Laws.

     "Knowledge" means, with respect to any fact,  circumstance,  event or other
matter is question,  the actual knowledge of such fact,  circumstance,  event or
other matter of (a) an individual, if used in reference to an individual, or (b)
any officer of such party,  if used in  reference to PIC  WISCONSIN,  PRA or any
Person that is not an individual.

     "Lien"  means,  with  respect to any  property or asset (real or  personal,
tangible or intangible),  any mortgage, lien, pledge, charge, security interest,
encumbrance  or other  adverse  claim of any kind in respect of such property or
asset.  For purposes of this Agreement,  a Person shall be deemed to own subject
to a Lien any  property or asset that it has  acquired  or holds  subject to the
interest of a vendor or lessor under any  conditional  sale  agreement,  capital
lease or other title retention agreement relating to such property or asset.

     "Material  Adverse Effect" means, with respect to PIC WISCONSIN and PRA, as
the case may be, a material adverse effect on the business,  assets, properties,
operations,  or condition (financial or otherwise) or (insofar as can reasonably
be  foreseen)  prospects   (financial  or  otherwise)  of  such  party  and  its
Subsidiaries taken as a whole;  provided that the following shall be excluded in
any determination of Material Adverse Effect:  (i) any  circumstance,  change or
effect  (including  international  events  such  as acts  of  terrorism  or war)
affecting generally  companies  operating in the medical  malpractice  insurance
business in the same  general  manner and to the same general  extent;  (ii) any
circumstance,  change or effect  affecting  generally the United States or world
economy;  or (iii)  changes  in laws,  rules or  regulations  or  accounting  or
actuarial  practices  which affect both PIC  WISCONSIN  and PRA in an equivalent
manner.  Without  limiting the  foregoing,  a Material  Adverse  Effect shall be
conclusively  presumed (x) with respect to PIC WISCONSIN if the effect  results,
or in the reasonable  judgment of PRA could result,  in a reduction of more than
$7.1 million in the  shareholders'  equity of PIC  WISCONSIN as reflected in the
PIC WISCONSIN SAP Statements as of the applicable  date, and (y) with respect to
PRA if the effect results,  or in the reasonable judgment of PIC WISCONSIN could
result, in a reduction of more than $74 million in the  stockholders'  equity of
PRA as reflect in the PRA SEC Reports as of the applicable date.

     "Person"  means  an  individual,   corporation,   partnership  (general  or
limited),  limited  liability  company,  association,  trust or other  entity or
organization, including any Governmental Authority.

                                       75



     "Subsidiary," when used with respect to any Person,  means any corporation,
partnership,  limited liability company,  association,  trust or other entity or
organization, whether incorporated or unincorporated, which is consolidated with
such party for  financial  reporting  purposes or in which a party has direct or
indirect  beneficial  ownership  (as  defined  in Rule  13d-3  of the  SEC) of a
majority of the voting stock or other equity interest of such entity.

     (b) Set  forth  below  is an  index to the  definitions  set  forth in this
Agreement.

 Term                                                                   Section
 ----                                                                   -------

 Acquisition Proposal                                                   7.11(c)
 Affiliate                                                              10.17(a)
 Agreement                                                              Recitals
 Articles of Merger                                                     2.2
 Awards                                                                 2.7
 Blue Sky Filings                                                       7.1(d)
 Claim                                                                  7.8(b)
 Closing                                                                10.1
 Closing Date                                                           10.1
 Closing Date PIC WISCONSIN Disclosure Schedule                         7.9(b)
 Closing Date PRA Disclosure Schedule                                   7.9(b)
 COBRA                                                                  4.13(k)
 Code                                                                   2.8
 Confidentiality Agreements                                             7.3(a)
 Consulting Agreement                                                   2.12(a)
 Continuing Employees                                                   7.7(a)
 Dissenter Provisions                                                   3.7
 Dissenting Shares                                                      3.7
 EDGAR                                                                  5.6
 Effective Time                                                         2.2
 Employee Plan                                                          10.17(a)
 Environmental Laws                                                     10.17(a)
 Environmental Permits                                                  10.17(a)
 ERISA                                                                  4.13(a)
 Exchange Act                                                           2.17
 Exchange Agent                                                         3.1
 Exchange Fund                                                          3.2(a)
 Exchange Ratio                                                         2.5(a)
 GAAP                                                                   4.7(d)
 Governmental Authority                                                 10.17(a)
 HIPAA                                                                  4.13(k)
 HSR Act                                                                4.5(c)
 HSR Act Report                                                         4.5(c)
 Insurance Laws                                                         10.17(a)
 Insurance Premium Amount                                               7.8(a)
 Insurance Regulators                                                   10.17(a)
 Intellectual Property                                                  4.18(a)

                                       76



 IRS                                                                    4.12(a)
 Knowledge                                                              10.17(a)
 Lien                                                                   10.17(a)
 Madison Office                                                         2.18
 Material Adverse Effect                                                10.17(a)
 Merger                                                                 2.1
 Merger Consideration                                                   2.5(b)
 Merger Statutes                                                        2.1
 NAIC                                                                   4.5(c)
 NASD                                                                   5.4(c)
 New Certificates                                                       3.2(b)
 NEWCO                                                                  Recitals
 NYSE                                                                   4.5(c)
 OCI                                                                    4.7(h)
 Old Certificates                                                       3.2(b)
 Person                                                                 10.17(a)
 PIC WISCONSIN                                                          Recitals
 PIC WISCONSIN Acquisition Event                                        9.5
 PIC WISCONSIN Actuarial Analyses                                       4.23(e)
 PIC WISCONSIN Actuaries                                                4.23(e)
 PIC WISCONSIN Advisory Committee                                       2.12(b)
 PIC WISCONSIN Common Stock                                             2.5(a)
 PIC WISCONSIN Contract                                                 4.16(a)
 PIC WISCONSIN Disclosure Schedule                                      4
 PIC WISCONSIN Employees                                                7.7(a)
 PIC WISCONSIN Employee Plan                                            4.13(a)
 PIC WISCONSIN Holding Company Act Report                               4.6(c)
 PIC WISCONSIN Insurance Policies                                       4.11(a)
 PIC WISCONSIN Insurance Subsidiaries                                   4.2(b)
 PIC WISCONSIN Personal Property Leases                                 4.20(b)
 PIC WISCONSIN Real Property                                            4.19(a)
 PIC WISCONSIN Real Property Leases                                     4.19(a)
 PIC WISCONSIN Recommendation Event                                     9.1(d)
 PIC WISCONSIN Regulatory Agreement                                     4.15(b)
 PIC WISCONSIN Reinsurance Treaties                                     4.23(c)
 PIC WISCONSIN Reserves                                                 4.23(d)
 PIC WISCONSIN SAP Statements                                           4.6(a)
 PIC WISCONSIN Subsidiaries                                             4.2(a)
 Potential Acquiror                                                     7.11(a)
 PRA                                                                    Recitals
 PRA Agreement Stock Price                                              2.5(b)
 PRA Balance Sheet                                                      5.6(e)
 PRA Closing Stock Price                                                2.5(b)
 PRA Common Stock                                                       5.3
 PRA Debentures                                                         5.3
 PRA Disclosure Schedule                                                5


                                       77



 PRA Filed SEC Reports                                                  5.6(a)
 PRA Holding Company Act Report                                         5.5(c)
 PRA Insurance Subsidiaries                                             5.2(b)
 PRA Regulatory Agreement                                               5.9(e)
 PRA Reinsurance Treaties                                               5.12(a)
 PRA Reserves                                                           5.12(b)
 PRA SAP Statements                                                     5.5(a)
 PRA SEC Reports                                                        5.6(a)
 PRA Subsidiaries                                                       5.2(a)
 Pre-Merger Notification Agencies                                       4.5(c)
 Proxy Statement                                                        4.5(c)
 Repurchased Shares                                                     2.7
 Requisite Regulatory Approvals                                         8.1(d)
 Rights                                                                 8.2(g)
 Rights Agent                                                           4.25
 Rights Agreement                                                       4.25
 S-4                                                                    4.5(c)
 SAP                                                                    4.6(b)
 SEC                                                                    4.5(c)
 Securities Act                                                         4.10(e)
 Selected Person                                                        2.17
 SOX                                                                    4.7(h)
 SRO                                                                    4.5(c)
 Stock Plan                                                             2.7
 Subsidiary                                                             10.17(a)
 Tail Policy                                                            7.8(a)
 Tax or Taxes                                                           4.12(a)
 Tax Return or Tax Returns                                              4.12(a)
 WARN Act                                                               4.14(e)

                                       78



     IN WITNESS WHEREOF,  PRA and PIC WISCONSIN have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.

                                         PROASSURANCE CORPORATION,
                                         a Delaware corporation


                                         By: /s/ Victor T. Adamo
                                             -------------------
                                         Name:   Victor T. Adamo
                                         Title:  President



                                         PHYSICIANS INSURANCE COMPANY
                                         OF WISCONSIN, INC.,
                                         a Wisconsin stock insurance corporation


                                         By: /s/ William T. Montei
                                             ---------------------
                                         Name:   William T. Montei
                                         Title:  President


                                       79