THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Baldwin & Lyons, Inc. (BWINB)

3/31/2006 Proxy Information

Nathan, Robert and Norton Shapiro are brothers.

The Corporation, through it subsidiary Protective, has invested $9,000,000 in two limited partnerships managed by Millennium Group, LLC ("Millennium"). Millennium is owned by NV Capital Holdings, LLC ("NV"). Thomas H. Patrick, together with Nathan Shapiro and affiliates, owns 60% of NV in the aggregate. Messrs. Patrick and Shapiro are directors of the Corporation. During 2005, Protective has recorded $98,945 in management fees and $205,546 in performance based fees to Millennium for management of these limited partnerships. The Corporation has been informed that the fee rates applied to its investments in partnerships managed by Millennium are the same as, or lower than, the fee rates charged to unaffiliated customers for similar investments.

Protective has invested $15,000,000 in the New Vernon India Fund, L.P. ("India Fund") which is managed by New Vernon Management, LLC ("NVM"), an affiliate of NV. During 2005, Protective recorded $382,364 in management fees and $1,481,085 in performance based fees to NVM and its affiliates for management of this limited partnership. The Corporation has been informed that the fee rates applied to its investment in the India Fund are the same as, or lower than, the fee rates charged to unaffiliated customers for similar investments.

The Corporation, Protective and Sagamore utilize SF Investments, Inc. ("SF"), a broker-dealer firm of which Nathan Shapiro is President. SF manages a portion of Protective's equity securities portfolio with a market value of approximately $11,272,000 at year end 2005 and serves as agent for purchases and sales of securities. The Corporation has been informed that commission rates charged by SF to the Corporation and its subsidiaries are no higher, and often less than, rates charged to non-affiliated customers for similar investments. Total commissions earned by SF on these transactions were approximately $105,400 during 2005. SF also manages a portion of Protective's fixed income securities portfolio with a market value of approximately $16,455,000 at year end 2005. Fees paid for the management of this portfolio totaled approximately $16,900 during 2005. The Corporation also paid approximately $157,000 during 2005 to SF and its affiliates for advice and counseling on the Corporation's investment portfolio.

Protective had previously entered into an agreement with an associate of SF for management of a portion of Protective's equity securities portfolio. That agreement was terminated during the third quarter of 2005. During 2005, that associate earned performance-based compensation and management services fees and expense reimbursements totaling approximately $90,000. The Corporation has been informed that SF retained none of this compensation for its own account.

The Corporation, Protective, and Sagamore had agreements with ABN AMRO Asset Management (US) ("ABN") for the management of substantial portions of the Corporations' investment portfolios. Those agreements were terminated effective October 1, 2005 when the investment management duties were transferred to a new, non-affiliated, manager. ABN was paid a management fee based on the average cost of investments managed. During 2005, a total of approximately $232,000 was paid by the Corporation and its subsidiaries to ABN for its management services. Stuart D. Bilton, a director of the Corporation, is Vice Chairman of ABN.

The 2002 Stock Purchase Plan authorized the Corporation to loan the funds necessary to enable participating employees to purchase shares of Class B Common stock of the Corporation. The loans were made to a total of forty-nine employees, including the Named Executive Officers. The full-recourse notes evidencing the loans bear interest at the prime rate effective on the date of the loan and are secured by share certificates covering the full value of the loans. As of December 31, 2005, a total of $2,266,384 in principal and $72,0979 in interest was owed to the Corporation by loan plan participants. Included within that amount are sums due from Mr. DeVito of $1,595,664. During the year ended December 31, 2005, all loan plan participants paid interest to the Corporation in the sum of $124,237, including $80,382 paid by Mr. DeVito. There were no defaults on any of the loans. As a result of legislation enacted during 2002, no further loans will be made under the 2002 Stock Purchase Plan.

3/29/2005 Proxy Information

Nathan, Robert and Norton Shapiro are brothers.