AMENDMENT NO. 1 TO STOCK ESCROW AGREEMENT

Exhibit 10

AMENDMENT NO. 1 TO

STOCK ESCROW AGREEMENT

Amendment No. 1, dated October     , 2004, to the Stock Escrow Agreement, dated as of September 17, 2004 (as amended from time to time, the “Escrow Agreement”), by and among American Physicians Assurance Corporation (“APA”), the shareholders listed on Exhibit 1 thereto (collectively, the “Sellers”), and Xxxxxx Xxxxxxx PLLC, as Escrow Agent hereunder (“Escrow Agent”).

WHEREAS, the undersigned Northpoint Medical Group, Ltd. (the “New Seller”) was not an original party to the Escrow Agreement but now desires to become a party thereto; and

WHEREAS, APA, the Sellers and the Escrow Agent desire that the New Seller become a party to the Escrow Agreement;

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein and in the Escrow Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. The New Seller hereby confirms that it has received a copy of the Escrow Agreement and the exhibits referred to therein.

2. As of the date hereof, following execution of this Amendment No. 1 pursuant to Section 10(a) of the Escrow Agreement, the New Seller (a) shall be deemed automatically to have become a “Seller” (as that term is used in the Escrow Agreement) and a party to the Escrow Agreement, and to have all the rights and obligations of a party to the Escrow Agreement as if it were an original signatory thereto; and (b) agrees to be bound by the terms and conditions set forth in the Escrow Agreement as if it were an original signatory thereto.

3. Exhibit 1 is hereby amended and restated in the form attached hereto.

4. Terms defined in the Escrow Agreement and not otherwise defined herein shall have their defined meanings when used herein.

5. Except as specifically set forth above, this Amendment No. 1 shall not be deemed to amend the terms and conditions of the Escrow Agreement in any respect.

6. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be signed by their respective officers thereunto duly authorized as of the date first written above.

SELLERS:						APA:
XXXX HEALTH SYSTEMS, INC.						AMERICAN PHYSICIANS ASSURANCE CORPORATION
By:		/s/ Xxxxx X. Xxxx M.D.				By:		/s/ R. Xxxxx Xxxxxxx
Name and Title:		Chairman and CEO				Name and Title:		President & CEO

MERCY HEALTH SYSTEM CORPORATION						NEW SELLER: NORTHPOINT MEDICAL GROUP, LTD.
By:		/s/ Xxxxxx Xxxxxx				By:		/s/ Xxxxxxx Xxxx
Name and Title:		Vice President				Name and Title:		President

XXXXX X. XXXX, FOR HIMSELF, AS

CUSTODIAN FOR XXXXX X. XXXX UWIUTMA

AND AS TRUSTEE FOR EMERGENCY RESOURCES

GROUP 401(K) PLAN

/s/ Xxxxx X. Xxxx

Xxxxx X. Xxxx

AURORA MEDICAL GROUP, INC.						XXXXXX XXXXXXX PLLC, as Escrow Agent
By:		/s/ Xxxxx X. Xxxxxx, MD				By:		/s/ Xxxx X. Xxxx
Name and Title:		President				Name and Title:		Member

THE MONROE CLINIC, INC.
By:		/s/ Xxxxxxx X. Xxxxxxx
Name and Title:		President & CEO

[SIGNATURE PAGE FOR AMENDMENT NO. 1 TO STOCK ESCROW AGREEMENT DATED AS OF OCTOBER     , 2004]

EXHIBIT 1

(as amended and restated October     , 2004)

Physician Insurance Company of Wisconsin, Inc. Stock Certificates

Seller/Beneficial Ownership		Certificate No.			Name on Certificate (if different)		No. of Shares		Date Issued
Xxxx Health Systems, Inc. 0000 X. Xxxxxxxx Xxx. Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxxxxx		5173			Same		1,111		07/01/2000
		5174			”		900		07/01/2000
TOTAL: XXXX HEALTH SYSTEMS							2,011
With a copy to: Xxxxx, Xxxxxxxxxxx Xxxxx S.C. 000 Xxxx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxxxx
Mercy Health System Corporation 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx *Lost certificate		327			Janesville Medical Center, Ltd.		78		12/04/1986
		1269			”		1		10/16/1987
		2067			”		76		03/02/1988
		2501			”		3		07/28/1988
		2649			”		1		09/19/1988
		2986			”		66		12/29/1988
		3734			”		5		04/06/1989
		4197			”		7		01/16/1990
		2594	*		”		1		?	*
		2678	*		”		2		?	*
TOTAL MERCY HEALTH SYSTEM CORPORATION							240

Seller/Beneficial Ownership		Certificate No.		Name on Certificate (if different)		No. of Shares		Date Issued
Xxxxx X. Xxxx, M.D. 0000 X. Xxxxx Xx. Xxxxxxxxx, XX 00000		4668		Xxxxx Xxxx, M.D.		15		12/11/1995
		5179		Xxxxx X. Xxxx, M.D.		224		03/09/2201
		5200		”		3		09/04/2001
		5201		Xxxxx X. Xxxx, M.D., Custodian for Xxxxx X. Xxxx UWIUTMA		9		09/04/2001
		5258		Xxxxx Xxxx, MD, Trustee, Emergency Resources Group 401(k) Plan		263		09/30/2003
TOTAL: XXXXX XXXX						514
Aurora Medical Group, Inc. 0000 X. Xxxxxxx Xx. Xxxxxxxxx, XX 00000 Attention: Xxxxxx X’Xxxxx		4494		Same		74		01/11/1993
		4474		”		428		01/22/1993
		4478		”		25		04/13/1993
		4498		”		152		03/08/1994
		4507		”		63		06/07/1994
		4506		”		24		07/07/1994
		4641		”		70		07/13/1995
		4666		”		130		11/17/1995
		4689		”		153		05/02/1996
		4690		”		8		05/02/1996
		4708		”		21		11/04/1996
		4709		”		8		11/04/1996
		4726		”		137		03/03/1997
TOTAL: AURORA MEDICAL GROUP						1,293

Seller/Beneficial Ownership		Certificate No.			Name on Certificate (if different)		No. of Shares			Date Issued
The Monroe Clinic, Inc. 000 00xx Xxx. Xxxxxx, XX 00000 Attention: Xxxx Xxxxxxx		4806			Same		392			06/01/1998
TOTAL: MONROE CLINIC							392
With a copy to: Attorney Xxxxxx X. Xxxxxxxxxxx Von Briesen & Xxxxx SC 000 X. Xxxxxxxxx Xxx. XX Xxx 0000 Xxxxxxxxx, XX 00000-0000
Northpoint Medical Group, Ltd. 0000 X. Xxxx Xxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxx, M.D. (Personal and Confidential)		?	*		Same		?	*		?	*
TOTAL NORTHPOINT MEDICAL GROUP, LTD.							332
*Lost Certificate
With a copy to: Attorney Xxxxx X. Xxxxx Demet & Demet, S.C. 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx, XX 00000-0000
GRAND TOTAL							4,782