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CORPORATE INDEBTEDNESS AND FINANCIAL RESTRUCTURING §6.25 June 19976-471 1994 MOMED Holding Co. Proxy StatementExhibit D RECIPROCAL ASSISTANCE AGREEMENT This RECIPROCAL ASSISTANCE AGREEMENT dated as of July 21, 1994 (the "Agreement") by and between MISSOURI STATE MEDICAL ASSOCIATION, a Missouri not-for-profit corporation ("MSMA") and MISSOURI MEDICAL INSURANCE CO., a Missouri corporation ("MOMEDICO"). WITNESSETH: WHEREAS, it is in the best interests of MSMA that there be always readily availa ble to members of the medical profession in the State of Missouri professional liability insurance and risk management products and services; and WHEREAS, MOMEDICO has been formed for the purpose of and now makes available to members of the medical profession in the State of Missouri, professional liability insurance and other risk management products and services; and WHEREAS, MSMA and MOMEDICO desire to cooperate and provide assistance to one another in an effort to insure that professional liability insurance and other necessary ri sk management products and services will continue to be available at an appropriate cost to members of the medical profession in the Stale of Missouri; and WHEREAS MSMA and MOMEDICO wish to provide such cooperation and assistance as provided herein. NOW, THEREFORE, in consideration of the mutual promises, premises, and obligations of the respective parties set forth herein, it is hereby covenanted and agreed as follows: 1. During the term of this Agreement MSMA shall (a) list MOMEDICO in MSMA's resource directory as a provider of authorized member services, (b) include MOMEDICO in i ts list of vendors to MSMA, (c) place and maintain MOMEDICO in any and all MSMA lists of endorsed providers of member services, (d) provide MOMEDICO with as great an opportunity for selection of booths designated as available for professional liability insurers at all conventions sponsored by MSMA (which include professional liability insurers) as any other professional liability insurer, (e) not more than six (6) times per calendar year unless otherwise agreed by the parties, provide to MOMEDICO, within twenty (20) days after receipt of a writte n request therefor, mailing labels for MSMA members, and (f) refer inquiries regarding professional liability insurance and risk management matters to MOMEDICO. 2. During the term of this Agreement, MOMEDICO agrees that it will (a) allow MSMA to list MOMEDICO as a provider of authorized member services in each resource directory, published by MSMA, (b) permit MSMA to include MOMEDICO in its list of vendors to MSMA, (c) respond with due diligence to all inquiries regarding professional liability insurance and risk management matters received directly from members of or by referral from MSMA, (d) participate in conventions sponsored by MSMA which include professional liability insurers by staffing a booth at such conventions which shall provide information regarding professional liability insurance and risk management products and services provided by MOMEDICO, (e) make presentations with respect to professional liability and risk management issues at all §6.205 PROXY STATEMENTS: STRATEGY & FORMS 6-472© 1997 Jefren Publishing Company, Inc. seminars and conferences sponsored by MSMA which address such subjects, and (f) pay to MSMA within thirty (30) days of invoice reasonable charges by MSMA for the provision of MSMA member mailing labels, such charges not to exceed $ .10 per label. 3. The term of this Agreement shall begin immediately upon approval of this Agreement by the MOMED stockholders at their annual meeting to be held on August 16, 1994, and shall expire sixty (60) months thereafter. Notwithstanding the foregoing, this Agreement shall not become operative, despite approval by the MOMED stockholders at their annual meeting, i f this Agreement has not been approved by the Executive Committee of MSMA on or before August 1, 1994. 4. Any and all notices or other writings that are required or permitted under any of the provisions of this Agreement shall be in willing and shall be deemed sufficiently give n if mailed by certified Mail addressed to the party concerned as follows: CORPORATE INDEBTEDNESS AND FINANCIAL RESTRUCTURING §6.25 June 19976-473 If addressed to MSMA: Missouri State Medical Association 113 Madison Street P.O. Box 1028 Jefferson City, Missouri 65102 Attention: President with copy to: Bryan Cave One Metropolitan Square, Suite 3600 St. Louis, Missouri 63102 Attention: Mr. Mark H. Goran, Esq. If addressed to MOMEDICO: Missouri Medical Insurance Co. 8630 Delmar Boulevard, Suite 100 St. Louis, Missouri 63124 Attention: President and Chief Executive Officer with copy to: Lewis, Rice & Fingersh 500 North Broadway; Suite 2000 St. Louis, Missouri 63102 Attention: Mr. John K Pruellage, Esq. or any other addresses of which either party shall notify the other in writing. IN WITNESS WHEREOF the parties hereto have caused this Reciprocal Assistance Agreement to be executed as indicated below. MISSOLRI STATE MEDIGAL ASSOCIATION By:__________________________________________ Title:_________________________________________ Date:_________________________________________ MISSOURI MEDIGAL INSURANCE CO. §6.205 PROXY STATEMENTS: STRATEGY & FORMS 6-474© 1997 Jefren Publishing Company, Inc. By:__________________________________________ Title:_________________________________________ Date:_________________________________________