AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

Exhibit 9

AMENDMENT NO. 1 TO

STOCK PURCHASE AGREEMENT

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

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

WHEREAS, the Purchaser and the Sellers desire that the New Seller become a party to the Purchase Agreement;

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein and in the Purchase 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 Purchase Agreement and the exhibits referred to therein, and all other documents which it considers necessary to make an informed decision to sell its shares of Common Stock to Purchaser.

2. As of the date hereof, following execution of this Amendment No. 1 pursuant to Section 7.2 of the Purchase Agreement, the New Seller (a) shall be deemed automatically to have become a “Seller” (as that term is used in the Purchase Agreement) and a party to the Purchase Agreement, and to have all the rights and obligations of a party to the Purchase Agreement as if it were an original signatory thereto; and (b) agrees to be bound by the terms and conditions set forth in the Purchase Agreement as if it were an original signatory thereto.

3. Notwithstanding any provision in Article 2 of the Purchase Agreement to the contrary, the New Seller shall be deemed to make the representations and warranties in Article 2 of the Purchase Agreement as of the date of this Amendment No. 1 and as of the Closing Date; provided that the words “and in good standing” in the second sentence of Section 2.1 of the Purchase Agreement shall have no effect with respect to New Seller, it being understood by the parties hereto that New Seller has been administratively dissolved.

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

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

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

7. 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 hereto have caused this Amendment No. 1 to be signed by their respective officers thereunto duly authorized as of the date first written above.

SELLERS:				PURCHASER:
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
				NEW SELLER:
MERCY HEALTH SYSTEM CORPORATION				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.
By:		/s/ Xxxxx X. Xxxxxx, MD
Name and Title:		President
THE MONROE CLINIC, INC.
By:		/s/ Xxxxx Xxxxx
Name and Title:		Vice President/CFO

[SIGNATURE PAGE FOR AMENDMENT NO. 1 TO STOCK PURCHASE 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		000			Xxxxxxxxxx Xxxxxxx Xxxxxx, Ltd.		78		12/04/1986
*Lost certificate		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