Amendment No. 1 to Agreement and Plan of Merger among ProNational Insurance Company, Meemic Merger Corp., and MEEMIC Holdings, Inc.

Summary

This amendment, dated September 18, 2002, modifies the original Agreement and Plan of Merger among ProNational Insurance Company, Meemic Merger Corp., and MEEMIC Holdings, Inc. The sole change is to extend a key date in Section 9.01(d) of the merger agreement from December 31, 2002, to February 28, 2003. All parties have agreed in writing to this amendment as required by the original agreement.

EX-2.2(A) 3 g81368exv2w2xay.txt EX-2.2(A) AMEND. NO. 1 TO AGREEMENT/PLAN OF MERGER EXHIBIT 2.2 (a) AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2002, BY AND AMONG PRONATIONAL INSURANCE COMPANY, MEEMIC MERGER CORP. AND MEEMIC HOLDINGS, INC. This Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 9, 2002, by and among ProNational Insurance Company, Meemic Merger Corp. and MEEMIC Holdings, Inc. (the "Merger Agreement") is made as of this 18th day of September, 2002. WHEREAS, each of the parties desires to amend Section 9.01(d) of the Merger Agreement to change the date therein from December 31, 2002 to February 28, 2003; and WHEREAS, Section 9.03 of the Merger Agreement provides that an amendment thereof must be in writing and signed by each of the parties thereto; NOW THEREFORE, the parties to the Merger Agreement hereby amend Section 9.01(d) of the Merger Agreement to change the date therein from December 31, 2002 to February 28, 2003. IN WITNESS WHEREOF, the parties have hereunto set their hands and delivered this Amendment as of the date and year first above written. PRONATIONAL INSURANCE COMPANY By: /s/ VICTOR T. ADAMO ------------------------------- Victor T. Adamo Its: President MEEMIC MERGER CORP. By: /s/ VICTOR T. ADAMO -------------------------------- Victor T. Adamo Its: Incorporator MEEMIC HOLDINGS, INC. By: /s/ LYNN M. KALINOWSKI -------------------------------- Lynn M. Kalinowski Its: President