FPIC Insurance Group (FPIC)

Equity Compensation Subsequent to April 1, 2005

    The board of directors authorized each nonemployee member of the board of directors to receive annual equity-based compensation to be awarded as of the date of the annual shareholders meeting, pursuant to FPIC’s Director Plan, in the form of 1,000 shares of full value restricted common stock, which will fully vest on the first anniversary of the date of grant.

    The board of directors further authorized each new nonemployee member of the board of directors to receive, upon initial election to the board of directors, an initial award of 1,000 shares of full value restricted common stock, which will fully vest on the first anniversary of the date of grant, awarded pursuant to the Director Plan.

    The board of directors also authorized nonemployee members of the board of directors of First Professionals who are not also members of the board of directors of FPIC to receive annual equity-based compensation to be awarded as of the date of the annual shareholders meeting, pursuant to FPIC’s Director Plan, in the form of 1,000 shares of full value restricted common stock, which will fully vest on the first anniversary of the date of grant.

    Members of the board of directors who receive a restricted common stock award will be permitted to redeem an adequate number of shares from such award upon vesting to satisfy any tax withholding liability.

    Equity compensation authorized by the board of directors in the form of restricted common stock awards is subject to shareholder approval of a proposal to amend the Director Plan to allow for restricted common stock as a form of equity-based compensation under the Director Plan.  See Proposal 2 found elsewhere in this proxy statement for proposed amendments to the Director Plan.

    In the event the proposal to amend the Director Plan to include restricted common stock as a form of equity-based compensation is not approved by FPIC shareholders at the 2005 annual meeting of shareholders, the board of directors further authorized, in the alternative, equity-based compensation in the form of common stock options to be awarded to each nonemployee member of the board of directors and to certain members of the First Professionals’ board of directors, as more fully described above, pursuant to the Director Plan.  In such case, each nonemployee member of the board of directors (and eligible members of the First Professionals’ board of directors) would be awarded a number of common stock options equal in value to the value of the restricted common stock award that would otherwise have been awarded.  Such options would have an exercise price equal to the fair market value of FPIC’s common stock on the date of grant and would vest on the first anniversary of the date of grant.  Options would not be exercisable until vested.  The Director Plan gives the board of directors the ability to make additional awards to members of the board of directors from time to time at its discretion.