Exhibit 10.1

Standby Letter of Credit Agreement

(Standard Version)

To induce Wells Fargo Bank, National Association and/or any of its branches or affiliates (individually and collectively, “ Bank ”), in its sole discretion, to issue one or more standby letters of credit (as may be amended from time to time, each a “ Credit ” and collectively, the “ Credits ”) at the request of the undersigned (individually and collectively, “ Applicant ”; jointly and severally, if more than one) and for the account of Applicant named in the Application (as defined below), Applicant agrees that the following terms and conditions of this Standby Letter of Credit Agreement (this “ Agreement ”) shall apply to any Credit:

1. Applications/Instructions . The request to issue or amend a Credit (an “ Application ”) shall be irrevocable and in such form as Bank shall from time to time require or agree to accept (including any type of electronic form or means of communication). Inquiries, communications and instructions (whether written, facsimile or in other electronic form approved by Bank) regarding a Credit, each Application and this Agreement are each referred to herein as “ Instructions ”. Bank’s records of the content of any Instruction will be conclusive.

2. Applicant’s Reimbursement and Payment Obligations and Terms .

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provided, however , that subject to Section 4(b) below, the foregoing shall not release Bank from such liability to Applicant as may be finally determined pursuant to Section 11 below against Bank following reimbursement and/or payment of the Obligations. “ Obligations ” means all obligations and liabilities, including without limitation, reimbursement and other payment obligations and liabilities, of Applicant to Bank arising under, or in connection with, this Agreement, including, without limitation, Section 4 below, any Application or any Credit, whether matured or unmatured, absolute or contingent, now existing or hereafter incurred. “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

3. Applicant’s Responsibility . Applicant is responsible for preparing and/or approving the final text of the Credit as issued by Bank, irrespective of any assistance Bank may provide such as drafting or recommending text or by Bank’s use or refusal to use text submitted by Applicant. Applicant understands that the final form of any Credit may be subject to such revisions and changes as are deemed necessary or appropriate by Bank and Applicant hereby consents to such revisions and changes. Applicant is solely responsible for the suitability of the Credit for Applicant’s purposes. Applicant will examine the copy of the Credit and any other documents sent by Bank in connection with the Credit and shall promptly notify Bank of any non-compliance with Applicant’s Instructions and of any discrepancy in any document under any presentment or other irregularity. Applicant understands and agrees that Bank is not required to extend the expiration date of any Credit for any reason, and with respect to any Credit containing an

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“automatic amendment” to extend the expiration date of such Credit, Bank, in its sole and absolute discretion, may give notice of nonrenewal of such Credit and, if Applicant does not at any time want such Credit to be renewed, Applicant will so notify Bank at least fifteen (15) calendar days before Bank is required to notify the beneficiary of such Credit or any advising bank of such nonrenewal pursuant to the terms of such Credit.

4. Indemnification: Limitation of Liability .

in each case, including that resulting from Bank’s own negligence; provided, however . that such indemnity shall not be available to any Person claiming indemnification under

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clauses (i) through (x) above to the extent that such Costs are finally determined pursuant to Section 11 below to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. Applicant hereby agrees to pay Bank on demand from time to time all amounts owing under this Section. If and to the extent that the Obligations of Applicant under this Section are unenforceable for any reason, Applicant agrees to make the maximum contribution to the Costs permissible under applicable law. This indemnity provision shall survive termination of this Agreement and all Credits.

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5. Representations and Warranties . Applicant hereby represents and warrants to Bank that the following matters are true and correct in all respects (all of which representations and warranties will be repeated as true and correct as of the date of each new Application submitted by Applicant to Bank and as of the date of issuance of any Credit requested in each such Application):

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6. Covenants . Applicant hereby agrees and covenants to do the following:

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7. Events of Default . Each of the following shall be an “ Event of Default ” under this Agreement:

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or any analogous procedure or step is taken in any jurisdiction.

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8. Remedies . Upon the occurrence and during the continuance of any Event of Default:

With respect to Bank’s exercise of any of the foregoing rights, powers and/or remedies, Applicant hereby waives presentment, protest, dishonor, notice of dishonor, demand, notice of protest, notice of non-payment, notice of acceptance of this Agreement and any other notice or demand of any kind from Bank.

9. Subrogation . The Bank, at its option, shall be subrogated to Applicant’s rights against any Person who may be liable to Applicant on any transaction or obligation underlying any Credit, to the rights of any holder in due course or Person with similar status against Applicant, and to the rights of any beneficiary or any successor or assignee of any beneficiary.

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10. Governing Law; UCP: ISP: Standard Letter of Credit Practice . This Agreement, each Credit and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with (a)(1) in the case of each Credit, the substantive laws of the jurisdiction specified in the applicable Credit, or if no governing law is so specified, the laws of England, and (2) in the case of this Agreement, the laws of England (as applicable, the “ Jurisdiction ”) and (b) the ISP or UCP, as set forth in each Credit, which is, as applicable, incorporated herein by reference into this Agreement and which shall control (to the extent not prohibited by the law of the Jurisdiction) in the event of any inconsistent provisions of such law. Unless Applicant specifies otherwise in its Application for a Credit, Applicant agrees that Bank may issue a Credit subject to the ISP or UCP. Bank’s privileges, rights and remedies under the ISP and/or UCP shall be in addition to, and not in limitation of, its privileges, rights, and remedies expressly provided for herein. The ISP and UCP shall serve, in the absence of proof to the contrary, as evidence of Standard Letter of Credit Practice with respect to matters covered therein. To the extent permitted by applicable law, (i) this Agreement shall prevail in case of conflict between this Agreement and/or Standard Letter of Credit Practice, (ii) the ISP shall prevail in case of conflict between the ISP and other Standard Letter of Credit Practice if the Credit is governed by the ISP, and (iii) the UCP shall prevail in case of a conflict between the UCP and other Standard Letter of Credit Practice if the Credit is governed by the UCP.

11. Jurisdiction.

12. Consent to Jurisdiction Venue and Service of Process .

13. Bankruptcy and Forfeiture Reinstatement . If any consideration transferred to Bank in payment of, or as collateral for, or in satisfaction of the Obligations, shall be voided in whole or in part as a result of (a) a subsequent bankruptcy or insolvency proceeding; (b) any forfeiture or seizure action or remedy; (c) any fraudulent transfer or preference action or remedy; or (d) any other civil, criminal or equitable proceeding or remedy, then Bank’s claim to recover the voided consideration shall be a new and independent claim arising under this Agreement and shall be jointly and severally due and payable immediately by Applicant.

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14. Notices . Unless otherwise expressly provided herein, all notices, Instructions, approvals, requests, demands, consents and other communications provided for hereunder (collectively, “ notices ”) shall be in writing (including by facsimile or other electronic transmission approved by Bank). All notices shall be sent by regular mail or certified mail prepaid, by facsimile or other electronic transmission approved by Bank, by hand delivery, by Federal Express (or other comparable domestic or international delivery service) prepaid to the applicable address, facsimile number or electronic mail address set forth on the signature page hereof in the case of Applicant. All notices to Bank shall be directed to the office of Bank issuing the Credit and, if Bank approves of receiving notices by email, to the email address of Bank provided from time to time by Bank to Applicant. Bank may, but shall not be obligated to, require authentication of any electronic transmission. Notices sent by hand, Federal Express (or other comparable domestic or international delivery service) or certified mail shall be deemed to have been given when received; notices sent by regular mail shall be deemed to have been received five (5) days after deposit into the mail, notices sent by facsimile or other electronic transmission shall be deemed to have been given when sent and receipt has been confirmed. Applicant or Bank may change its address for notices by notifying the other of the new address in any manner permitted by this Section.

15. Waiver and Amendments . No modification, amendment or waiver of, or consent to any departure by Applicant from, any provision of this Agreement will be effective unless made in a writing signed by Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Bank’s consent to any amendment, waiver or modification does not mean that Bank will consent or has consented to any other or subsequent Instruction to amend, modify or waive a term of this Agreement or any Credit. No delay by Bank in exercising any of its rights or remedies shall operate as a waiver, nor shall any single or partial waiver of any right or remedy preclude any other further exercise of that right or remedy, or the exercise of any other right or remedy.

16. Successors and Assigns . This Agreement will be binding on Applicant’s heirs, executors, administrators, legal representatives, successors and permitted assigns, and shall inure to the benefit of Bank’s successors and assigns. Bank may assign this Agreement and its rights to reimbursement regarding any Credit, in whole or in part, without Applicant’s consent. Applicant may not assign or transfer any of its interests, rights or remedies related to this Agreement or any Credit, in whole or in part, without the prior written consent of Bank.

17. Severability . Whenever possible, each provision of the Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of the Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement.

18. Entire Agreement . This Agreement, together with any Application(s) accepted by Bank and any other agreement, document or instrument referred to herein, constitute the final, exclusive and entire agreement and understanding of, and supersede all prior or contemporaneous, oral or written, agreements, understandings, representations and negotiations between, the parties relating to the subject matter of this Agreement, provided that this Agreement shall not supersede any reimbursement agreement (however titled) that has been entered into specifically with respect to any “direct pay” standby letter of credit or other similar standby letter of credit where the terms of such reimbursement agreement have been drafted to specifically address the particular attributes of, or the particular circumstances of the underlying transaction supported by, such standby letter of credit.

19. Counterparts. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

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20. Continuing Agreement . This Agreement is a continuing agreement and may not be terminated by Applicant except upon (a) thirty (30) days’ prior written notice of such termination by Applicant to Bank at the address set forth on the most recent Credit issued hereunder, (b) reimbursement and/or payment of all Obligations, and (c) the expiration or cancellation of all Credits issued hereunder. Notwithstanding the foregoing sentence, if a Credit is issued in favor of a sovereign or commercial entity, which is to issue a guarantee or undertaking on Applicant’s behalf in connection therewith, or is issued as support for such a guarantee, Applicant shall remain liable with respect to such Credit until Bank is fully released in writing by such entity.

21. Joint and Several Liability . If this Agreement is signed by two or more Applicants:

Until all Obligations shall have been paid in full, no Applicant shall have any right of subrogation. Each Applicant hereby waives all rights and defenses it may have arising out of (A) any election of remedies by Bank, even though that election of remedies destroys its rights of subrogation or its rights to proceed against the other Applicant(s) for reimbursement, or (B) any loss of rights it may suffer by reason of any rights, powers or remedies of the other Applicant(s) in connection with any laws limiting, qualifying or discharging any Applicant’s indebtedness for the Obligations. Until all Obligations shall have been paid in full, each Applicant hereby waives any right to enforce any remedy which Bank now has or may hereafter have against the other Applicant(s) or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by Bank. Unless otherwise agreed by Bank, Bank in its discretion may accept an Application or seek or receive Instruction from, or give or send notice to, any Applicant regarding a Credit, including, without limitation, any amendment thereto or waiver of any discrepancy thereunder, and until Bank at the office at which the relevant Credit is issued actually receives written notice of revocation, each Applicant shall be bound by and hereby affirms the Instructions of the other.

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EXECUTION:

The parties have shown their acceptance of the terms of this Agreement by executing it, in the case of Applicant as a deed, on the following page(s). This document is the deed of Applicant even if it has not been duly executed by Bank or has been executed by Bank but not as a deed.

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For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Level I Status” exists at any date if, on such date, Parent’s Moody’s Rating is A3 or better and Parent’s S&P Rating is A- or better.

“Level II Status” exists at any date if, on such date, (i) Parent has not qualified for Level I Status and (ii) Parent’s Moody’s Rating is Baal or better and Parent’s S&P Rating is BBB+ or better.

“Level III Status” exists at any date if, on such date, (i) Parent has not qualified for Level I Status or Level II Status and (ii) Parent’s Moody’s Rating is Baa2 or better and Parent’s S&P Rating is BBB or better.

“Level IV Status” exists at any date if, on such date, (i) Parent has not qualified for Level I Status or Level II Status or Level III Status and (ii) Parent’s Moody’s Rating is Baa3 or better and Parent’s S&P Rating is BBB- or better.

“Level V Status” exists at any date if, on such date, Parent has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status.

“Moody’s Rating” means, at any time, the rating issued by Moody’s Investors Service, Inc. and then in effect with respect to Parent’s senior unsecured long-term debt securities without third-party credit enhancement.

“S&P Rating” means, at any time, the rating issued by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc., and then in effect with respect to Parent’s senior unsecured long-term debt securities without third-party credit enhancement.

“Status” means either Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

The Applicable Rate shall be determined in accordance with the foregoing table based on Parent’s Status as determined from its then-current Moody’s and S&P Ratings. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. In order to qualify for a particular Status for the Applicable Rate either (i) each of the Moody’s Rating and the S&P Rating required for that Status must be attained or (ii) if there is a split rating, the higher rating shall apply, except that in the event of a split rating of more than one level, the applicable rating shall be one level above the lower rating. If only one rating agency is supplying a rating, then the rating supplied by that rating agency shall be used. If an Event of Default shall have occurred and be continuing, Level V Status shall be applicable for as long as the same shall continue. If at any time Parent has no Moody’s Rating or no S&P Rating, Level V Status shall exist.

Exhibit 10.2

PARENT GUARANTY

This PARENT GUARANTY (this “ Agreement ”), dated as of November 8, 2013, is made by and among PROASSURANCE CORPORATION, a Delaware corporation (the “ Guarantor ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, including without limitation any of its foreign or domestic branches (the “ Lender ”).

RECITALS

WHEREAS, PRA Corporate Capital Limited, a private limited company organized under the laws of England and Wales and an indirect wholly-owned subsidiary of the Guarantor (the “ Applicant ”), has entered into a Standby Letter of Credit Agreement dated the date hereof with the Lender (as amended, restated, supplemented or otherwise modified from time to time, the “ Letter of Credit Agreement ”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Letter of Credit Agreement), pursuant to which the Applicant has requested the Lender (acting through its London branch) to issue in favor of The Society and Council of Lloyd’s an irrevocable standby letter of credit in the stated amount of £41,860,800 (the “ Letter of Credit ”).

WHEREAS, the Guarantor will derive substantial direct and indirect benefits from the issuance of the Letter of Credit pursuant to the Letter of Credit Agreement.

WHEREAS, it is a condition precedent to the issuance of the Letter of Credit by the Lender pursuant to the Letter of Credit Agreement that the Guarantor shall have executed and delivered this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lender to issue the Letter of Credit and enter into any Treasury Management Agreements from time to time, the Guarantor hereby agrees as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“ Credit Documents ” means the Letter of Credit Agreement, this Agreement, the Security Agreement, and all other agreements, documents and instruments executed and delivered by any Credit Party in connection herewith or therewith, in each case as amended, restated, supplemented or otherwise modified from time to time; provided that as used only in this Agreement (but not for purposes of the Letter of Credit Agreement or any other Credit Document), the term “Credit Documents” shall include Treasury Management Agreements.

“ Credit Party ” means each of the Applicant, the Guarantor, and any subsidiary or Affiliate of the Guarantor that is a party to a Treasury Management Agreement (it being understood that each of Dale Partners Limited and Dale Syndicate Services Limited shall be deemed a Credit Party for all purposes of this Agreement and the other Credit Documents).

“ Guarantor ” has the meaning set forth in the Preamble hereof.

“ Indemnitee ” has the meaning specified in Section 6.04 .

“ Lender ” has the meaning set forth in the Preamble hereof. In addition, for all purposes of this Agreement and the other Credit Documents with respect to Treasury Management Agreements, the term “Lender” shall also include any Affiliate of Wells Fargo Bank, National Association in its capacity as a party to such Treasury Management Agreement.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents, attorneys and representatives of it and its Affiliates.

“ Security Agreement ” means the Pledge and Security Agreement, dated as of the date hereof, between the Guarantor and the Lender, as amended, restated, supplemented or otherwise modified from time to time.

“ Senior Credit Agreement ” has the meaning given to such term in the Letter of Credit Agreement; provided that solely for purposes of Sections 5.01 and 5.02 (but not for purposes of the Letter of Credit Agreement or any other Credit Document), “Senior Credit Agreement” means the Credit Agreement, dated as of April 15, 2011, among the Guarantor, as borrower, the lenders named therein, and U.S. Bank National Association, as administrative agent, as amended by Amendment No. 1 thereto dated as of September 28, 2012, as such agreement is in effect as of the date hereof, without giving effect to (a) any amendment, restatement, supplement or other modification thereto or waiver or consent thereunder unless the Lender has agreed (in its capacity as a lender thereunder) in writing to such amendment, restatement, supplement or modification thereto or waiver or consent thereunder, in which case such amendment, restatement, supplement, modification, waiver or consent shall automatically become effective hereunder, or (in the event the Lender is no longer a lender thereunder) the Lender has separately agreed in writing to give effect hereunder to such amendment, restatement, supplement, modification, waiver or consent, or (b) any termination thereof.

“ Subordinated Obligations ” has the meaning specified in Section 4.01(b) .

“ Termination Date ” has the meaning specified in Section 6.06 .

“ Treasury Management Agreement ” means any agreement to provide cash management or other treasury services, including treasury, depository, overdraft, controlled disbursement, foreign exchange, credit, debit or procurement card, electronic funds transfer, ACH transfer and other cash management services, which agreement is entered into between the Lender and any Credit Party.

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ARTICLE II

AGREEMENT TO GUARANTEE OBLIGATIONS

Section 2.01 Guaranty. The Guarantor, hereby absolutely, unconditionally and irrevocably (a) guarantees, as primary obligor and not merely as surety, the due and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of (i) all Obligations of the Applicant under the Letter of Credit Agreement, including all reimbursement obligations with respect to any drawing on the Letter of Credit and all interest, commissions, fees, charges, expenses, indemnities and other amounts payable by the Applicant under the Letter of Credit Agreement (including interest accruing after the filing of a petition or commencement of a case by or with respect to the Applicant seeking relief under any Bankruptcy Law, whether or not the claim for such interest is allowed in such proceeding), and (ii) all obligations and liabilities of each Credit Party under or in respect of each Treasury Management Agreement, in each case under clauses (i) and (ii) whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all obligations and liabilities described in this clause (a), collectively, the “ Guaranteed Obligations ”), and (b) agrees to pay the reasonable out-of-pocket fees and expenses of counsel to, and reimburse upon demand all reasonable out-of-pocket costs and expenses incurred or paid by, the Lender in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and any amendments, modifications or waivers of the provisions hereof or thereof and in connection with any suit, action or proceeding to enforce or protect any of its rights hereunder or under any other Credit Document. The Guarantor further agrees that all or part of the Guaranteed Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from the Guarantor and such actions shall not affect the liability of the Guarantor hereunder. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Credit Party to the Lender but for the fact that they are unenforceable or not allowable due to the existence of a proceeding with respect to any Bankruptcy Law involving such Credit Party.

Section 2.02 Limitation of Liability. Notwithstanding anything contained herein to the contrary, the obligations of the Guarantor hereunder at any time shall be limited to the maximum amount as will result in the obligations of the Guarantor under this Agreement not constituting a fraudulent transfer or conveyance for purposes of any Bankruptcy Law to the extent applicable to this Agreement and the obligations of the Guarantor hereunder.

Section 2.03 Reinstatement. The Guarantor agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party or otherwise.

ARTICLE III

GUARANTY ABSOLUTE AND UNCONDITIONAL; WAIVERS

Section 3.01 Guaranty Absolute and Unconditional; No Waiver of Obligations. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Documents, regardless of any law, regulation or order of any Governmental Authority now or hereafter in effect. The obligations of the Guarantor hereunder are independent of the Guaranteed Obligations. A separate action may be brought against the

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Guarantor to enforce this Agreement, whether or not any action is brought against any Credit Party or whether or not any Credit Party is joined in any such action. The liability of the Guarantor hereunder is irrevocable, continuing, absolute and unconditional and the obligations of the Guarantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise effected by, and the Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:

(a) any illegality or lack of validity or enforceability of any Guaranteed Obligation, the Letter of Credit Agreement, any other Credit Document or any related agreement or instrument;

(b) any change in the time, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of the Applicant or any other Credit Party under any Credit Document, or any rescission, waiver, amendment or other modification of the Letter of Credit Agreement or any other Credit Document, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise;

(c) any taking, release, impairment, amendment, waiver or other modification of any guaranty or security for the Guaranteed Obligations;

(d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations;

(e) any change, restructuring or termination of the corporate structure, ownership or existence of any Credit Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Credit Party or its assets or any resulting release or discharge of any Guaranteed Obligation;

(f) any exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any collateral for the Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including foreclosure on any such collateral by any manner of sale thereby permitted;

(g) any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Applicant or any other Credit Party now or hereafter known to the Lender; the Guarantor waiving any duty of the Lender to disclose such information;

(h) the failure of the Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of the Letter of Credit Agreement, any other Credit Document or otherwise;

(i) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, any Credit Party against the Lender; or

(j) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Letter of Credit or any other Credit Document or any existence of

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or reliance on any representation by the Lender that might vary the risk of the Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Applicant, any other Credit Party or any other guarantor or surety.

Section 3.02 Waivers and Acknowledgements.

(a) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all presently existing and future Guaranteed Obligations.

(b) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Agreement.

(c) The Guarantor hereby unconditionally and irrevocably waives any defense based on any right of set-off or recoupment or counterclaim against or in respect of the obligations of the Guarantor hereunder.

(d) The Guarantor acknowledges that the Lender may, at its election and without notice to or demand upon the Guarantor, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Credit Party or any other guarantor or exercise any other right or remedy available to it against any Credit Party or any other guarantor or in respect of any collateral, without affecting or impairing in any way the liability of the Guarantor hereunder. The Guarantor hereby waives any defense arising out of such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of subrogation, reimbursement, exoneration, contribution or indemnification or other right or remedy of the Guarantor against any other Credit Party or any collateral.

ARTICLE IV

GUARANTOR RIGHTS OF SUBROGATION, ETC.

Section 4.01 Agreement to Pay; Subrogation, Subordination, Etc.

(a) Without limiting any other right that the Lender has at law or in equity against the Guarantor, if the Applicant or any other Credit Party fails to pay any Guaranteed Obligation when and as due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor agrees to promptly pay the amount of such unpaid Guaranteed Obligations to the Lender in cash in U.S. Dollars. Upon payment by the Guarantor of any sums to the Lender as provided herein, all of the Guarantor’s rights of subrogation, exoneration, contribution, reimbursement, indemnity or otherwise arising therefrom against the Applicant or any other Credit Party or any collateral shall, until the Termination Date (as hereinafter defined), be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all Guaranteed Obligations. In addition, any indebtedness of the Applicant or any other Credit Party now or hereafter held by the Guarantor shall, until the Termination Date, be subordinated in right of payment to the prior indefeasible payment in full in cash of the Guaranteed Obligations. If after the occurrence and during the continuance of an Event of Default, any payment shall be paid to the Guarantor in violation of the immediately preceding sentence on account of (i) such

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subrogation, exoneration, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Applicant or any other Credit Party, such amount shall be held in trust for the benefit of the Lender, segregated from other funds of the Guarantor, and promptly paid or delivered to the Lender in the same form as so received (with any necessary endorsement or assignment) to be credited against the payment of the Guaranteed Obligations, whether due or to become due, in accordance with the terms of the Credit Documents.

(b) The Guarantor hereby subordinates any and all obligations owed to the Guarantor by the Applicant or any other Credit Party (the “ Subordinated Obligations ”) to the Guaranteed Obligations to the extent provided below:

(i) Except during the continuance of an Event of Default (including the commencement and continuation of any proceeding against the Applicant or any other Credit Party under any Bankruptcy Law), the Guarantor may receive regularly scheduled payments of principal and interest on the Subordinated Obligations from the Credit Parties. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding against the Applicant or any other Credit Party under any Bankruptcy Law), the Guarantor shall not accept, demand or take any action to collect any payment on the Subordinated Obligations without the prior written consent of the Lender.

(ii) The Guarantor agrees that the Lender shall be entitled to receive full payment in cash of all Guaranteed Obligations (including post-petition interest) in any proceeding under any Bankruptcy Law against the Applicant or any other Credit Party before the Guarantor receives any payment on account of any Subordinated Obligations.

(iii) After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding against the Applicant or any other Credit Party under any Bankruptcy Law), upon the request of the Lender, the Guarantor shall collect, enforce and receive payments on the Subordinated Obligations as trustee for the Lender and deliver such payments to the Lender on account of the Guaranteed Obligations (including post-petition interest), together with any necessary endorsements or other instruments of transfer, without reducing or affecting the liability of the Guarantor under this Agreement in any respect.

(iv) After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding against the Applicant or any other Credit Party under any Bankruptcy Law), the Lender is authorized and empowered (but not obligated), in its discretion, (x) in the name of the Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amount so received to the Guaranteed Obligations (including post-petition interest), and (y) to require the Guarantor (A) to collect and enforce and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Lender for application to the Guaranteed Obligations (including post-petition interest).

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ARTICLE V

REPRESENTATIONS AND WARRANTIES; COVENANTS

Section 5.01 Representations and Warranties. The representations and warranties contained in Article V of the Senior Credit Agreement (other than Section 5.8) are hereby incorporated by reference in their entirety as in effect on the date hereof, with the defined terms used therein having the meanings given to such terms in the Senior Credit Agreement and being incorporated herein by reference as in effect on the date hereof, in each case mutatis mutandis , and the Guarantor hereby represents and warrants that such representations and warranties are true and correct as of the date hereof.

Section 5.02 Covenants . The covenants contained in Article VI of the Senior Credit Agreement are hereby incorporated by reference in their entirety as in effect on the date hereof, with the defined terms used therein having the meanings given to such terms in the Senior Credit Agreement and being incorporated herein by reference as in effect on the date hereof, in each case mutatis mutandis , and the Guarantor hereby agrees to observe, perform and comply with such covenants incorporated herein for the benefit of the Lender as if such covenants were set forth directly in this Agreement (including by furnishing to the Lender, as and when required to be furnished to the administrative agent and the lenders under the Senior Credit Agreement, the financial statements, notices and other information described in Sections 6.1 and 6.3 of the Senior Credit Agreement; provided that for so long as the Lender is a lender under the Senior Credit Agreement, such requirement shall be deemed satisfied by compliance with the applicable provisions of Sections 6.1 and 6.3 of the Senior Credit Agreement). If at any time any covenants contained in Article VI of the Senior Credit Agreement shall be more restrictive to the Guarantor than those contained in this Agreement (as incorporated herein by reference), then such covenants shall automatically be incorporated herein by reference in their entirety, with the defined terms used in the Senior Credit Agreement having the meanings given to such terms therein.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Taxes . Any and all payments by the Guarantor under or in respect of this Agreement shall be made free and clear of, and without any deduction for or on account of any present or future Taxes. Should any payments by the Guarantor under this Agreement be subject to any deductions or withholdings whatsoever, the Guarantor shall pay additional amounts equal to all amounts deducted or withheld with the effect that the Lender receives and retains all amounts it would have received and retained if no deductions or withholdings were made.

Section 6.02 Right of Set-off. If an Event of Default shall have occurred and be continuing, each of the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and without prior notice to the Guarantor or the Applicant, any such notice being expressly waived by the Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of the Guarantor against any and all of the obligations of the Guarantor now or hereafter existing under this Agreement or any other Credit Document to the Lender or its Affiliates whether direct or indirect, absolute or contingent, matured or unmatured, and irrespective of whether or not the Lender or such Affiliate shall have made any demand under this Agreement or any other Credit

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Document and although such obligations of the Guarantor are owed to a branch, office or Affiliate of the Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the Lender and each of its Affiliates under this Section are in addition to other rights and remedies including other rights of set-off) that the Lender or such Affiliate may have. The Lender agrees to notify the Guarantor promptly after any such set off and appropriation and application; provided that the failure to give such notice shall not affect the validity of such set off and appropriation and application.

Section 6.03 Amendments. No term or provision of this Agreement may be waived, amended, supplemented or otherwise modified except in a writing signed by the Guarantor and the Lender.

Section 6.04 Indemnification.

(a) The Guarantor hereby agrees to indemnify and hold harmless the Lender and each Related Party of the Lender (each such Person being called an “ Indemnitee ”) from any losses, damages, liabilities, claims and related expenses (including the reasonable fees and expenses of counsel), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Guarantor) arising out of, in connection with or resulting from this Agreement or the other Credit Documents (including, without limitation, enforcement of this Agreement or the other Credit Documents), the issuance of the Letter of Credit or the use of the proceeds thereof, or any failure of any Guaranteed Obligations to be the legal, valid, and binding obligations of the Credit Parties purporting to be bound thereby, enforceable against such Credit Parties in accordance with their terms, whether brought by a third party or by the Guarantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) result from a claim brought by the Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; and provided further that with respect to fees and expenses in respect of counsel for the Indemnitees in connection with any of the foregoing, the Guarantor shall only be required to pay for the reasonable fees and expenses of one outside counsel (and up to one local counsel in each applicable local jurisdiction and any applicable regulatory counsel) for the Indemnitees, unless any Indemnitee (or its counsel) determines that it would create actual or potential conflicts of interest to not have individual counsel, in which case such Indemnitee may have its own counsel which may be reimbursed in connection with the foregoing.

(b) To the fullest extent permitted by applicable law, the Guarantor hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, the Letter of Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, the issuance of the Letter of Credit or the use of the proceeds thereof.

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(c) All amounts due under this Section shall be payable promptly after demand therefor.

(d) Without prejudice to the survival of any other agreement of the Guarantor under this Agreement or any other Credit Document, the agreements and obligations of the Guarantor contained in Section 2.01 (with respect to enforcement expenses), Section 2.03 , Section 6.01 and this Section shall survive termination of this Agreement and the other Credit Documents and payment in full of the Guaranteed Obligations and all other amounts payable under this Agreement and the other Credit Documents.

Section 6.05 Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (or by e-mail as provided in paragraph (b) below), all notices and other communications provided for herein shall be made in writing and mailed by certified or registered mail, delivered by hand or overnight courier service, or sent by facsimile as follows:

(i) If to the Guarantor, to it at 100 Brookwood Place, Birmingham, Alabama 35209, Attention: Larry Cochran (Facsimile No. (205) 868-4068; Telephone No. (205) 877-4425).

(ii) If to the Lender at Wells Fargo Bank, National Association, 420 North 20 ^th Street, Birmingham, Alabama 35203, Attention: Hans-W Sitarz, Jr. (Facsimile No. (205) 254-6600; Telephone No. (205) 254-6635).

Notices mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received. Notices sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next business day).

(b) Electronic Communications. Notices and other communications to the Lender hereunder may be sent by electronic communication (including e-mail and Internet or intranet websites) in accordance with procedures approved by the Lender.

Unless the Lender specifies otherwise, (i) notices and other communications sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, in the case of clauses (i) and (ii) above, if such notice, email or other communication is not sent during the recipient’s normal business hours, such notice, email or communication shall be deemed to have been sent at the recipient’s opening of business on the next business day.

(c) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

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Section 6.06 Continuing Guaranty; Assignments Under the Letter of Credit Agreement. This Agreement is a continuing guaranty and shall (i) remain in full force and effect until the latest of (x) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Agreement and the other Credit Documents (other than contingent indemnification obligations not then due and payable), (y) the date of cancellation or expiration of the Letter of Credit and (z) the date of expiration or termination of all Treasury Management Agreements (the “ Termination Date ”), (ii) be binding on the Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Lender and its successors and assigns. The Lender may assign or otherwise transfer all or any portion of its rights and obligations to the extent permitted under the Letter of Credit Agreement and the other Credit Documents to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein or otherwise. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender.

Section 6.07 No Waiver . The rights and remedies of the Lender expressly set forth in this Agreement and the other Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure or delay on the part of the Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any default or Event of Default. No course of dealing between the Guarantor and the Lender or their agents or employees shall be effective to amend, modify or discharge any provision of this Agreement or any other Credit Document or to constitute a waiver of any default or Event of Default. No notice to or demand upon the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the Lender to exercise any right or remedy or take any other or further action in any circumstances without notice or demand.

Section 6.08 Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. This Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received a counterpart hereof that bears the signature of the Guarantor. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

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Section 6.09 Governing Law; Jurisdiction; Etc.

(a) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).

(b) Submission to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender or any Related Party thereof in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto, in any forum other than any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in any such New York State court or, to the extent permitted by applicable law, in such federal court in New York City. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein or in any other Credit Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Guarantor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. The Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 6.05 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Section 6.10 Waiver of Jury Trial. EACH OF THE GUARANTOR AND THE LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 6.11 Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

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Section 6.12 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Guarantor in respect of any such sum due from it to the Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in the Judgment Currency, the Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Lender from the Guarantor in the Agreement Currency, the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Lender in such currency, the Lender agrees to return the amount of any excess to the Guarantor (or to any other Person who may be entitled thereto under applicable law).

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

[Parent Guaranty]

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

[Parent Guaranty]

Exhibit 10.3

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “ Security Agreement ”) is entered into as of November 8, 2013 by and among PROASSURANCE CORPORATION (the “ Grantor ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, including without limitation any of its foreign or domestic branches (the “ Lender ”).

PRELIMINARY STATEMENT

PRA Corporate Capital Limited, a private limited company organized under the laws of England and Wales and an indirect wholly-owned subsidiary of the Pledgor (the “ Applicant ”), has entered into a Standby Letter of Credit Agreement dated the date hereof with the Lender (as amended, restated, supplemented or otherwise modified from time to time, the “ Letter of Credit Agreement ”), pursuant to which the Applicant has requested the Lender (acting through its London branch) to issue in favor of The Society and Council of Lloyd’s an irrevocable standby letter of credit in the stated amount of £41,860,800 (the “ Letter of Credit ”).

As a condition to the issuance of the Letter of Credit, the Grantor has entered into a Parent Guaranty, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), pursuant to which the Grantor has guaranteed to the Lender the payment in full of the Obligations of the Applicant under the Letter of Credit Agreement. The Grantor is entering into this Security Agreement in order to secure its obligations under the Guaranty and to induce the Lender to issue the Letter of Credit. The Grantor will derive substantial direct and indirect benefits from the issuance of the Letter of Credit pursuant to the Letter of Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desire to execute and deliver this Agreement.

ACCORDINGLY, the Grantor and the Lender hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1. Terms Defined in the Letter of Credit Agreement or Guaranty . All capitalized definitional terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Letter of Credit Agreement or the Guaranty, as the case may be.

1.2. Terms Defined in New York UCC . Terms defined in the New York UCC which are not otherwise defined in this Security Agreement are used herein as defined in the New York UCC.

1.3. Definitions of Certain Terms Used Herein . As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings:

“ Collateral ” means the Account and all cash, amounts, funds and items on deposit in or credited thereto, in each case together with all proceeds thereof.

“ Default ” means an event described in Section 5.1 hereof.

“ Exhibit ” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

“ New York UCC ” means the New York Uniform Commercial Code as in effect from time to time.

“ Permitted Encumbrances ” means (i) Liens in favor of the Lender and (ii) Liens of the type described in clause (i) of Section 6.16 of the Senior Credit Agreement.

“ Section ” means a numbered section of this Security Agreement, unless another document is specifically referenced.

“ Secured Obligations ” means all liabilities and obligations of the Grantor under the Guaranty, this Agreement and the other Credit Documents, including all fees, costs and expenses payable by the Grantor hereunder or thereunder, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due; provided that the aggregate principal amount of the Secured Obligations shall not exceed £75,000,000; and provided further for the sake of clarity that, for purposes of this Agreement, the term “Secured Obligations” shall not include any liabilities or obligations of any Credit Party under any Treasury Management Agreements.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

GRANT OF SECURITY INTEREST

The Grantor hereby pledges, assigns and grants to the Lender a security interest in all of the Grantor’s right, title and interest, whether now owned or hereafter acquired, in and to the Collateral to secure the prompt and complete payment and performance of the Secured Obligations.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Grantor represents and warrants on the date of this Agreement and on any date on which representations or warranties are made or re-made under the Letter of Credit Agreement to the Lender, that:

3.1. Title, Authorization, Validity and Enforceability . The Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to such owned Collateral with respect to which it has purported to grant a security interest hereunder, free of all Liens except for Permitted Encumbrances, and has full corporate power and authority to grant to the Lender the security interest in such Collateral pursuant hereto. The execution and delivery by the Grantor of this Security Agreement have been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Grantor and creates a security interest which is enforceable against the Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

3.2. Conflicting Laws and Contracts . Neither the execution and delivery by the Grantor of this Security Agreement, the creation and perfection of the security interest in the Collateral granted hereunder, nor compliance with the terms and provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Grantor, or (ii) the Grantor’s certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which the Grantor is a party or is subject, or by which it, or its property is bound, or conflict with or constitute a default thereunder, or result in or require the creation or imposition of any Lien in, of or on the property of the Grantor pursuant to the terms of any such indenture, instrument or agreement (other than any Lien of the Lender).

3.3. Principal Location . The Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), is disclosed in Exhibit “A” ; the Grantor has no other places of business except those set forth in Exhibit “A” .

3.4. No Other Names; Etc. Within the last five (5) years, the Grantor has not conducted business under any legal name, changed its jurisdiction of formation, merged with or into or consolidated with any other corporation, except as disclosed in Exhibit “A” . The name in which the Grantor has executed this Security Agreement is the exact name as it appears in the Grantor’s certificate of incorporation as filed with the Delaware Secretary of State as of the date hereof.

3.5. No Default . No Default or Event of Default exists.

3.6. Filing Requirements . None of the Collateral owned by the Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute.

3.7. No Financing Statements . No valid financing statement describing all or any portion of the Collateral which has not lapsed or been terminated naming the Grantor as debtor has been filed in any proper jurisdiction except financing statements naming the Lender as the secured party.

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3.8. Federal Employer Identification Number; State Organization Number; Jurisdiction of Organization . The Grantor’s federal employer identification number, State of organization, type of organization and State of organization identification number is as follows:

ARTICLE IV

COVENANTS

From the date of this Security Agreement and thereafter until this Security Agreement is terminated, the Grantor agrees:

4.1. General .

4.1.1 Inspection . The Grantor will permit the Lender, by its representatives and agents (i) to inspect the Collateral, (ii) to examine and make copies of the books of accounts and other financial records of the Grantor relating to the Collateral and (iii) to discuss the Collateral and the related records of the Grantor with, and to be advised as to the same by, the Grantor’s officers, at such reasonable times and intervals as the Lender may designate.

4.1.2 Taxes . The Grantor will timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon the Collateral owned by the Grantor, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP.

4.1.3 Records and Reports; Notification of Default . The Grantor shall keep proper books of record and account in which full, true and correct entries are made with respect to the Collateral, and furnish to the Lender such reports relating to the Collateral as the Lender shall from time to time reasonably request. The Grantor will give prompt notice in writing to the Lender of the occurrence of any Default.

4.1.4 Financing Statements and Other Actions; Defense of Title . The Grantor hereby authorizes the Lender to file, and if requested will execute and deliver to the Lender, all financing statements describing the Collateral and other documents and take such other actions as may from time to time reasonably be requested by the Lender in

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order to grant or maintain a first perfected security interest in and, if applicable, control (within the meaning of the Uniform Commercial Code in any applicable jurisdiction) of, the Collateral, subject to Permitted Encumbrances. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Lender may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Lender herein. The Grantor will take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Lender in the Collateral and the priority thereof against any Lien not expressly permitted hereunder.

4.1.5 Disposition of Collateral . The Grantor will not sell, lease, withdraw, transfer or otherwise dispose of the Collateral; provided , however , that so long as (i) the Required Balance is maintained in the Account and (ii) no Event of Default has occurred and is continuing, the Grantor may withdraw and transfer funds from the Account.

4.1.6 Liens . The Grantor will not create, incur, or suffer to exist any Lien on the Collateral except Permitted Encumbrances.

4.1.7 Change in Corporate Existence, Type or Jurisdiction of Organization, Location, Name . The Grantor will (except as otherwise permitted hereunder or under the Guaranty):

unless, in each such case, the Grantor shall have given the Lender not less than 30 days’ prior written notice of such event or occurrence and the Lender shall have either (x) reasonably determined that such event or occurrence will not adversely affect the validity, perfection or priority of the Lender’s security interest in the Collateral, or (y) taken such steps (with the cooperation of the Grantor to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Lender’s security interest in the Collateral.

4.1.8 Other Financing Statements . The Grantor will not suffer to exist or authorize the filing of any valid financing statement naming it as debtor covering all or any portion of the Collateral, except any financing statement authorized under Section 4.1.4 hereof.

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4.2. Instruments . Upon the Lender’s request, after the occurrence and during the continuance of an Event of Default, the Grantor will deliver to the Lender (and thereafter hold in trust for the Lender upon receipt and immediately deliver to the Lender) the originals of all instruments constituting Collateral, marked with such legends and assigned as the Lender shall specify. The rights of the Lender under any allonge delivered in connection with any instrument constituting Collateral shall be exercised only upon the occurrence and during the continuance of an Event of Default.

4.3. Updating of Exhibits to Security Agreement . The Grantor will provide to the Lender, concurrently with the delivery of the certificate of a financial officer of the Grantor as required by Section 6.1 (ii) of the Senior Credit Agreement (as incorporated in the Guaranty), updated versions, as necessary, of the Exhibits to this Security Agreement. The Grantor, in its discretion, may also from time to time provide additional updates to the Exhibits to this Security Agreement. Updated versions of Exhibits shall replace the prior versions thereof being updated. For the avoidance of doubt, the receipt of such updated Exhibits by the Lender shall not be understood to permit any action prohibited hereunder or constitute a waiver of any provision contained herein.

ARTICLE V

EVENTS OF DEFAULT

5.1. The occurrence of any one or more of the following events shall constitute an Event of Default:

5.1.1 Any representation or warranty made or deemed made by the Grantor herein or which is contained in any certificate, document or financial or other statement furnished by the Grantor at any time under or in connection with this Security Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made.

5.1.2 The breach by the Grantor of any of the terms or provisions of Sections 4.1.5 or 4.1.6 or Article VII .

5.1.3 The breach by the Grantor (other than a breach which constitutes an Event of Default under Section 5.1.1 or 5.1.2 hereof) of any of the terms or provisions of this Security Agreement which is not remedied within 30 days after the giving of written notice to the Grantor by the Lender.

5.1.4 Any material portion of the Collateral shall be transferred or otherwise disposed of, in any manner not permitted by Section 4.1.5 or 8.6 hereof.

5.1.5 The occurrence of any “Event of Default” under, and as defined in, the Letter of Credit Agreement.

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5.2. Remedies . Upon the occurrence and during the continuance of any Event of Default, the Lender may exercise any or all of the following rights and remedies:

5.2.1 Those rights and remedies provided in this Security Agreement, the Letter of Credit Agreement, or any other Credit Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Lender prior to an Event of Default.

5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement.

5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Lender may deem commercially reasonable.

The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

5.3. Grantor’s Obligations Upon Event of Default . Upon the request of the Lender after the occurrence and during the continuance of an Event of Default, the Grantor will:

5.3.1 Assembly of Collateral . Assemble and make available to the Lender the Collateral and all records relating thereto at any place or places specified by the Lender.

5.3.2 Secured Party Access . Permit the Lender, by the Lender’s representatives and agents, to enter any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral and to remove all or any part of the Collateral.

ARTICLE VI

WAIVERS, AMENDMENTS AND REMEDIES

No delay or omission of the Lender to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Lender and the Grantor, and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Lender until the termination of this Agreement as provided in Section 8.11 .

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ARTICLE VII

PROCEEDS

7.1. Special Collateral Account . At any time after the occurrence and during the continuance of an Event of Default, the Lender may require all cash proceeds of the Collateral (or cash comprising Collateral) to be deposited in a special non-interest bearing cash collateral account with the Lender and held there as security for the Secured Obligations. The Grantor shall not have any control whatsoever over said cash collateral account. The Lender shall apply the collected balances in said cash collateral account promptly to the payment of the Secured Obligations whether or not the Secured Obligations shall then be due. All proceeds of the Collateral (including any cash comprising Collateral) may be applied to the Secured Obligations in such order and manner as the Lender shall determine in its sole discretion.

ARTICLE VIII

GENERAL PROVISIONS

8.1. Notice of Disposition of Collateral; Condition of Collateral . The Grantor hereby waives notice of the time and place of any public sale occurring during the continuance of an Event of Default or the time after which any private sale or other disposition of all or any part of the Collateral may be made during the continuance of an Event of Default. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantor, addressed as set forth in Article IX hereof, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. The Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale.

8.2. Secured Party Performance of Grantor’s Obligations . Without having any obligation to do so, the Lender may perform or pay any obligation which the Grantor has agreed to (and failed to) perform or pay in this Security Agreement and the Grantor shall reimburse the Lender for any reasonable amounts paid by the Lender pursuant to this Section 8.2 . The Grantor’s obligation to reimburse the Lender pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

8.3. Authorization for Secured Party to Take Certain Action . The Grantor irrevocably authorizes the Lender at any time and from time to time in the sole discretion of the Lender and appoints the Lender as its attorney-in-fact (i) to execute on behalf of the Grantor as debtor and to file financing statements necessary or desirable in the Lender’s sole discretion to perfect and to maintain the perfection and priority of the Lender’s security interest in the Collateral, (ii) to indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Lender’s security interest in the Collateral, (iv) subject to the terms of Section 4.1.5 hereof, to enforce payment of the instruments in the name of the Lender or the

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Grantor, (v) to apply the proceeds of any Collateral received by the Lender to the Secured Obligations as provided in Article VII and (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Credit Document or which are being contested in good faith pursuant to any other Credit Document), and the Grantor agrees to reimburse the Lender on demand for any reasonable payment made or any reasonable expense incurred by the Lender in connection therewith, provided that this authorization shall not relieve any Grantor of any of its obligations under this Security Agreement or under any other Credit Document.

8.4. Specific Performance of Certain Covenants . The Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1.5 , 4.1.6 , 4.2 , 5.3 , or 8.6 or in Article VII hereof will cause irreparable injury to the Lender, that the Lender has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Lender to seek and obtain specific performance of other obligations of the Grantor contained in this Security Agreement, that the covenants of the Grantor contained in the Sections referred to in this Section 8.4 shall be specifically enforceable against the Grantor.

8.5. Entry onto Certain Premises . Upon the occurrence and during the continuance of an Event of Default, the Lender shall be entitled, in its reasonable discretion, to enter any premises owned or leased by the Grantor where any of the Collateral or any records relating to the Collateral are located until the Secured Obligations are paid or the Collateral or records relating thereto are removed therefrom, whichever first occurs, without any obligation to pay the Grantor for such entry.

8.6. Dispositions Not Authorized . The Grantor is not authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1.5 hereof and notwithstanding any course of dealing between the Grantor and the Lender or other conduct of the Lender, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1.5 hereof) shall be binding upon the Lender unless such authorization is in writing signed by the Lender.

8.7. Benefit of Agreement . The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantor and the Lender and their respective successors and permitted assigns, except that the Grantor shall not have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Lender.

8.8. Survival of Representations . All representations and warranties of the Grantor contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

8.9. Taxes and Expenses . Taxes, costs, fees and expenses in respect of this Security Agreement shall be paid by the Grantor as required by Section 2.01 of the Guaranty. Any and all costs and expenses incurred by the Grantor in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantor.

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8.10. Headings . The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

8.11. Termination . Unless sooner terminated by reason of the election of the Unsecured Option pursuant to the Letter of Credit Agreement, this Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until the latest of (y) the indefeasible payment in full in cash of the Secured Obligations and all other amounts payable under this Agreement and the other Credit Documents (other than contingent indemnification obligations not then due and payable) and (z) the date of cancellation or expiration of the Letter of Credit. Upon the effectiveness of election of the Unsecured Option pursuant to the Letter of Credit Agreement, this Agreement shall automatically terminate.

8.12. Entire Agreement . This Security Agreement embodies the entire agreement and understanding between the Grantor and the Lender relating to the Collateral and supersedes all prior agreements and understandings between the Grantor and the Lender relating to the Collateral.

8.13. Choice of Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial .

8.13.1 Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5- 1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).

8.13.2 Submission to Jurisdiction . The Grantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender or any Related Party thereof in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto, in any forum other than any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in any such New York State court or, to the extent permitted by applicable law, in such federal court in New York City. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein or in any other Credit Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Grantor or its properties in the courts of any jurisdiction.

8.13.3 Waiver of Venue . The Grantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or

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hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

8.13.4 Service of Process . Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 6.05 of the Guaranty and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

8.13.5 Waiver of Jury Trial . EACH OF THE GRANTOR AND THE LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

8.14. Indemnity . The Grantor hereby agrees to indemnify the Lender and its Related Parties, and their respective successors and assigns (the “ Indemnified Parties ”), from and against any and all liabilities, damages, penalties, suits, costs, and reasonable expenses of any kind and nature (including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not an Indemnified Party is a party thereto) imposed on, incurred by or asserted against an Indemnified Party arising out of this Security Agreement, or arising out of or relating to the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by an Indemnified Party or the Grantor), provided that such indemnity shall not, as to any indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such indemnitee; provided further , that with respect to fees and expenses in respect of counsel for the Indemnified Parties in connection with any of the foregoing, the Grantor shall only be required to pay for the reasonable fees and expenses of one outside counsel (and up to one local counsel in each applicable local jurisdiction and any applicable regulatory counsel) for the Indemnified Parties, unless any Indemnified Party (or its counsel) determines that it would create actual or potential conflicts of interest to not have individual counsel, in which case such Indemnified Party may have its own counsel which may be reimbursed in connection with the foregoing. The provisions of this Section 8.14 shall survive termination of this Agreement.

8.15. [Reserved.]

8.16. Severability . Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

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8.17. Counterparts . This Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy or electronic mail (PDF) shall be effective as delivery of a manually executed counterpart of this Security Agreement.

8.18. Release of Collateral . Upon termination of this Agreement in accordance with Section 8.11 . the Lender shall release the Collateral from its Lien thereon. The Lender, at the Grantor’s sole cost and expense, shall deliver such documents and make such filings reasonably requested of it to further evidence such release.

ARTICLE IX

NOTICES

9.1. Sending Notices . Any notice required or permitted to be given under this Security Agreement shall be sent (and deemed received) in the manner and to the addresses set forth in Section 6.05 of the Guaranty.

9.2. Change in Address for Notices . Each of the Grantor and the Lender may change the address for service of notice upon it by a notice in writing to the other party in accordance with Section 9.1.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, each of the Grantor and the Lender has executed this Security Agreement as of the date first above written.

[Pledge and Security Agreement]

IN WITNESS WHEREOF, each of the Grantor and the Lender has executed this Security Agreement as of the date first above written.

[Pledge and Security Agreement]

EXHIBIT “A”

(See Sections 3.3 and 3.4 of Security Agreement)

Prior names, jurisdiction of formation, place of business (if Grantor has only one place of business), chief executive office (if Grantor has more than one place of business), mergers and mailing address:

ProAssurance Corporation, a Delaware corporation

100 Brookwood Place

Birmingham, AL 35209

(w/mailing address of:

P.O. Box 590009

Birmingham, AL 35259-0009)

Exhibit 10.4

EXECUTION VERSION

AMENDMENT NO. 2 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 2 (this “ Amendment ”) is made as of November 7, 2013 (the “ Effective Date ”) by and among PROASSURANCE CORPORATION (the “ Borrower ”), the lenders listed on the signature pages hereto (the “ Lenders ”) and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “ Administrative Agent ”), under that certain Credit Agreement, dated as of April 15, 2011 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Borrower, the Lenders and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to make certain modifications to the Credit Agreement; and

WHEREAS, the Borrower, the Lenders and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent hereby agree as follows.

ARTICLE I - AMENDMENT

Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Credit Agreement is hereby amended as follows:

1.1 The definition of “Eurocurrency Base Rate” appearing in Article I of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Eurocurrency Base Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, the applicable interest settlement rate for deposits in Dollar LIBOR appearing on Reuters Screen LIBOR 01 Page (or on any successor or substitute page of such screen) as of 11:00 a.m. (London time) on the Quotation Date for such Interest Period, and having a maturity equal to such Interest Period, provided that, (i) if the Reuters Screen (or any successor or substitute page) is not available to the Administrative Agent for any reason, the applicable Eurocurrency Base Rate for the relevant Interest Period shall instead be the applicable interest settlement rate for deposits in Dollar LIBOR as reported by any other generally recognized financial information service selected by the Administrative Agent as of 11:00 a.m. (London time) on the Quotation Date for such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such interest settlement rate is available to the Administrative Agent, the applicable Eurocurrency Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at which

U.S. Bank or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of U.S. Bank’s relevant Eurocurrency Loan and having a maturity equal to such Interest Period.

1.2 The definition of “Excluded Taxes” appearing in Article I of the Credit Agreement is hereby amended to insert “(i)” before the clause beginning “taxes imposed on its overall net income,” and to insert the following clause at the end thereof:

“, and (ii) any U.S. federal withholding Taxes imposed under FATCA.”

1.3 The definition of “Taxes” appearing in Article I of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document.

1.4 Article I of the Credit Agreement is hereby amended to add the following new defined terms in the proper alphabetical order:

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Lloyd’s” means, as the context so requires, the Society incorporated by Lloyd’s Act 1871 by the name of Lloyd’s and/or the Council of Lloyd’s established by Lloyd’s Act 1892.

“Lloyd’s Indebtedness” means the Indebtedness of the Borrower in respect of that certain letter of credit in an aggregate principal amount up to Ł75,000,000 to be provided pursuant to that certain Standby Letter of Credit Agreement, to be dated on or about November 12, 2013 (as amended or modified from time to time), by and between PRA and Wells Fargo Bank, National Association in support of the Lloyd’s Transaction.

“Lloyd’s Transaction” means (i) the formation of each of PRA, PRACCL Limited, Dale Syndicate Services Limited and Dale Partners Limited, (ii) the capital contribution by PRA to Lloyd’s Syndicate 1729 in exchange for an ownership interest therein, and (iii) the startup costs to be contributed by the Borrower with respect thereto.

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“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“PATRIOT Act” shall have the meaning set forth in Section 9.14.

“PRA” means PRA Corporate Capital Limited, a private limited liability company organized under the laws of England and Wales.

“Recipient” means (a) the Administrative Agent, and (b) any Lender, as applicable.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ ofac/sanctions/index.html, or as otherwise published from time to time.

“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/ enforcement/ofac/sdn/index.html, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

1.5 Section 3.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a) subjects any Recipient to any taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings (other than (A) Taxes, (B) Excluded Taxes and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or”

1.6 The remainder of the paragraph immediately following clause (c) of Section 3.1 is hereby amended and restated in its entirety as follows:

“and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation or other Recipient, as the case may be, of making or maintaining its Loans or Commitment or to reduce the return received by such Lender, applicable Lending Installation or other Recipient, as the case may be, in connection with such Loans or Commitment, then, within 15 days of demand by such Lender or other Recipient, the Borrower shall pay such Lender or other Recipient such additional amount or amounts as will compensate such Lender or other Recipient for such increased cost or reduction in amount received.”

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1.7 The first sentence of Section 3.2 of the Credit Agreement is hereby amended to add the phrase “or liquidity” (i) after the phrase “If a Lender determines the amount of capital” appearing therein, (ii) after the phrase “rate of return on the portion of such increased capital” appearing therein and (iii) at the end of the parenthetical stating “(after taking into account such Lender’s policies as to capital adequacy)” appearing therein.

1.8 The final paragraph of Section 3.2 of the Credit Agreement is hereby amended to replace each reference to “increased capital requirements” appearing therein with “shortfall”.

1.9 Section 3.5(e) of the Credit Agreement is hereby amended to replace each reference to “clause (iv)” appearing therein with “Section 3.5(d)”.

1.10 Section 3.5 of the Credit Agreement is hereby amended to add the following clauses (h) and (i) at the end thereof:

“(h) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.5(h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(i) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section 3.5 (including by the payment of additional amounts pursuant to this Section 3.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes and Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes and Other Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 3.5(i) (plus

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any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.5(i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.5(i) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the Taxes and Other Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Taxes or Other Taxes had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the indemnifying party or any other Person.”

1.11 Article V of the Credit Agreement is hereby amended to add the following new Section 5.21 at the end thereof:

“5.21 OFAC; Anti-Terrorism Laws .

(i) Neither the Borrower nor any Subsidiary (i) is a Sanctioned Person, (ii) has assets in Sanctioned Countries, or (iii) derives any operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Loan hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(ii) Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.”

1.12 Section 6.1 of the Credit Agreement is hereby amended to insert the following clause (xiv) immediately after clause (xiii) therein, and to reorder the final clause therein as clause (xv):

“(xiv) Promptly upon delivery thereof to Wells Fargo Bank, National Association, copies of all reporting provided pursuant to the letter of credit, credit agreement and related documentation evidencing the Lloyd’s Indebtedness, all guaranties thereof, and all Liens with respect thereto.”

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1.13 Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“6.11 Subsidiary Indebtedness . The Borrower will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except (i) Subsidiary Indebtedness, provided that the aggregate amount of such Subsidiary Indebtedness does not exceed $30,000,000 at any time outstanding and (ii) incurrence by PRA of the Lloyd’s Indebtedness.”

1.14 Section 6.14 of the Credit Agreement is hereby amended to insert the following clause (v) immediately after clause (iv) therein, and to reorder the final clause therein as clause (vi):

“(v) The Lloyd’s Transaction.”

1.15 Section 6.16 of the Credit Agreement is hereby amended to insert the following clauses (x), (xi) and (xii) immediately after clause (ix) therein, and to reorder the final clause thereof as clause (xiii):

“(x) Liens created pursuant to any Loan Document.

(xi) Liens granted to Wells Fargo Bank, National Association by the Borrower or PRA securing the Lloyd’s Indebtedness and the Borrower’s guaranty thereof, provided that the aggregate principal amount of the Lloyd’s Indebtedness and guaranty thereof so secured does not exceed (without duplication) £75,000,000 at any time outstanding.

(xii) Liens in favor of Lloyd’s restricting the use or withdrawal of PRA’s funds held by Lloyd’s.”

1.16 Section 6.20 of the Credit Agreement is hereby amended to add the phrase “other than as required by (i) Lloyd’s in support of the Lloyd’s Transaction and (ii) the letter of credit, credit agreement and related guaranty, pledge and security agreement evidencing the Lloyd’s Indebtedness,” at the beginning of clause (b) thereof.

1.17 Article VI of the Credit Agreement is hereby amended to add the following Section 6.22 at the end thereof:

“6.22 OFAC, PATRIOT Act Compliance . The Borrower shall, and shall cause each Subsidiary to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act.”

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1.18 Article VI of the Credit Agreement is hereby amended to add the following Section 6.23 at the end thereof:

“6.23 Lloyd’s Indebtedness Documents . The Borrower agrees to deliver fully-executed versions of each of the letter of credit, credit agreement, guaranty, pledge and security agreement and all other documents evidencing the Lloyd’s Indebtedness, all guaranties thereof, and all Liens with respect thereto to the Administrative Agent no later than thirty (30) days after the execution thereof.”

1.19 Section 7.5 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“7.5 (i) Failure of the Borrower or any of its Subsidiaries to pay when due any Material Indebtedness, or (ii) any default by the Borrower or any of its Subsidiaries under the letter of credit, credit agreement and related guaranty, pledge and security agreement and other documents evidencing or relating to the Lloyd’s Indebtedness, or (iii) the default by the Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition in this clause (iii) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (iv) any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof, or (v) the Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.”

1.20 Section 9.14 of the Credit Agreement is hereby amended to delete the phrase “(the “Act”)” appearing therein, and replace it with the phrase “(the “PATRIOT Act”)”.

1.21 Section 12.5 of the Credit Agreement is hereby amended to add the clause “and (h)” at the end thereof.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants as follows:

2.1 This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally.

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2.2 As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

ARTICLE III - CONDITIONS PRECEDENT

This Amendment shall become effective on the date first set forth above, provided , however , that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

3.1 Documents . The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Administrative Agent and the Lenders.

3.2 Fees . All of the Administrative Agent’s accrued costs, fees and expenses through the date hereof shall be fully paid.

ARTICLE IV - GENERAL

4.1 Expenses . The Borrower agrees to reimburse the Administrative Agent upon demand for all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, reasonable fees, charges and disbursements of outside counsel to the Administrative Agent incurred in connection with preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith.

4.2 Counterparts . This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

4.3 Severability . Any provision in this Amendment that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Amendment are declared to be severable.

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4.4 Governing Law . This Amendment shall be construed in accordance with the internal laws (without regard to the conflict of law provisions) of the State of Delaware, but giving effect to federal laws applicable to national banks.

4.5 Successors; Enforceability . The terms and provisions of this Amendment shall be binding upon the Borrower, the Administrative Agent and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Administrative Agent and the Lenders and the successors and assigns of the Administrative Agent and the Lenders.

4.6 Reference to and Effect on the Credit Agreement .

a. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.

b. Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith (including, without limitation, all of the Loan Documents) shall remain in full force and effect and are hereby ratified and confirmed.

c. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

4.7 Headings . Section headings in this Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Amendment.

(signature pages follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

PROASSURANCE CORPORATION
By:
Name:
Title:

Signature Page to

Amendment No. 2 to

ProAssurance Credit Agreement

Signature Page to

Amendment No. 2 to

ProAssurance Credit Agreement

Signature Page to

Amendment No. 2 to

ProAssurance Credit Agreement

Signature Page to

Amendment No. 2 to

ProAssurance Credit Agreement

Signature Page to

Amendment No. 2 to

ProAssurance Credit Agreement

Signature Page to

Amendment No. 2 to

ProAssurance Credit Agreement