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                                                                    EXHIBIT 4(e)


                            STOCK OPTION CERTIFICATE

                   OPTIONS TO PURCHASE SHARES OF COMMON STOCK
                           VOID AFTER EXPIRATION DATE

                PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP


NO. LTIP-____                                                  ________ OPTIONS

         THIS CERTIFIES THAT, FOR VALUE RECEIVED _______________ (the
"Participant") is the owner of ________________________ (_______) Options to
Purchase Shares of Common Stock (the "Options").  Each outstanding vested
Option initially entitles the Participant to purchase, subject to the terms and
conditions set forth in this Stock Option Certificate and the Professionals
Insurance Company Management Group 1996 Long Term Incentive Plan (the "Plan"),
one fully paid and nonassessable share of common stock, no par value per share
("Common Stock"), of Professionals Insurance Company Management Group, a
Michigan corporation (the "Company").  Each vested Option shall be exercisable
at any time from the time such Option vested and prior to the "Expiration Date"
(as hereinafter defined), upon the presentation and surrender of this Stock
Option Certificate to the Company in accordance with Section 6(b)(ii)(A)-(B) of
the Plan, accompanied by payment of $_______ for such share of Common Stock,
subject to adjustment (the "Purchase Price"), in lawful money of the United
States of America in cash or by check made payable to the Company; provided,
however, that payment of the Purchase Price, or any portion thereof, may be
made other than in cash or by such check in accordance with Section 8 of this
Stock Option Certificate.

         1.      Type of Option.  The Options evidenced by this Stock Option
Certificate are not intended to be and shall not be treated as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended.

         2.      Options Subject to Plan.  This Stock Option Certificate and
all of the Options evidenced by this Stock Option Certificate are subject to,
and the Participant agrees to be bound by, all of the terms and conditions of
the Plan as now in effect and as hereafter amended from time to time in
accordance with its terms.  All capitalized terms not otherwise defined in this
Stock Option Certificate are defined in this Stock Option Certificate as in the
Plan.  In the event of any inconsistency between the terms of this Stock Option
Certificate or the Options and the terms of the Plan, the terms of the Plan
shall control.  A copy of the Plan in its present form is available for
inspection during business hours by the Participant at the Company's principal
office.  Pursuant to the Plan, the Board or the Committee vested with
conclusive authority to administer the Plan (which incudes, among other things,
the authority to determine the terms and conditions of the Stock Option
Certificate and all of the Options evidenced by this Stock Option Certificate
and to amend the same).

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         3.      Vesting, Expiration and Termination.

                 a.       The grant and allocation of Options evidenced by this
Stock Option Certificate is provisional and subject to the requirements of the
Plan and this Stock Option Certificate.  All of the Options evidenced by this
Stock Option Certificate shall be subject to termination and forfeiture as
provided in the Plan and this Stock Option Certificate, and none of such
Options shall be exercisable unless and until vested.  All Options evidenced by
this Stock Option Certificate that do not vest or are terminated pursuant to
the terms of the Plan and this Stock Option Certificate shall be canceled and
forfeited.  The term "Expiration Date" shall mean 5:00 p.m. (Detroit, Michigan
time) on February 12, 2007; provided, however, that if February 12, 2007 shall
in the State of Michigan be a holiday or a day on which the banks are
authorized to close, then the Expiration Date shall be 5:00 P.M. (Detroit,
Michigan time) the next following day which in the State of Michigan is not a
holiday or a day on which banks are authorized to close.

                 b.       The Options evidenced by this Stock Option
Certificate shall vest in accordance with the schedule that follows: (i)
one-fifth of such Options shall vest at 5:00 p.m. (Detroit, Michigan time) on
February 12, 1998; (ii) one-fifth of such Options shall vest at 5:00 p.m.
(Detroit, Michigan time) on February 12, 1999; (iii) one-fifth of such Options
shall vest at 5:00 p.m. (Detroit, Michigan time) on February 12, 2000; (iv)
one-fifth of such Options shall vest at 5:00 p.m. (Detroit, Michigan time) on
February 12, 2001; and (v) one-fifth of such Options shall vest at 5:00 p.m.
(Detroit, Michigan time) on February 12, 2002.  Notwithstanding anything to the
contrary express or implied in this Stock Option Certificate, and provided
Participant is then in the employ of the Company or any Affiliate, all of the
Options evidenced by this Stock Option Certificate shall automatically vest
upon a Change in Control of the Company as defined and provided for in the
Plan; provided, however, that the transactions contemplated by the First
Amended and Restated Agreement and Plan of Merger dated as of October 3, 1997
by and among the Company, PICOM Insurance Company and Physicians Protective
Trust Fund shall not constitute such a Change in Control of the Company.

         4.      Termination Provisions.

                 a.       If the Participant's employment by, or consulting
arrangement with, the Company or any Affiliate terminates for any reason
(including termination by reason of the fact that an entity is no longer an
Affiliate) other than the Participant's death, the Participant may thereafter
exercise those Options evidenced by this Stock Option Certificate that have
vested as provided below, except that the Committee may terminate the
unexercised vested Options and the unvested Options concurrently with or at any
time following termination of such employment or consulting arrangement
(including termination of employment upon a change of status from employee to
consultant) if it shall determine that the Participant has engaged in any
activity detrimental to the interests of the Company or an Affiliate. If such
termination is voluntary on the part of the Participant (other than by reason
of retirement on or after the


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normal retirement date), the Options evidenced by this Stock Option Certificate
that have vested may be exercised only within ten days after the date of
termination.  If such termination is involuntary on the part of the
Participant, or if the Participant retires on or after normal retirement date,
or if the Participant's employment or consulting arrangement is terminated by
reason of the Participant's Disability, the Options evidenced by this Stock
Option Certificate that have vested may be exercised within three months after
the date of termination or retirement.  For purposes of the foregoing, the
Participant's employment or consulting arrangement shall not be considered
terminated (i) in the case of approved sick leave or other bona fide leave of
absence (not to exceed one year), (ii) in the case of a transfer of employment
or the consulting arrangement among the Company and Affiliates, or (iii) by
virtue of a change of status from employee to consultant or from consultant to
employee, except as provided above.

                 b.       If the Participant dies at a time when entitled to
exercise the Options evidenced by this Stock Option Certificate, then those
Options that were vested and exercisable immediately prior to the Participant's
death may be exercised at any time or times within one year after the
Participant's death.  Except as so exercised, such Options shall expire at the
end of such one year period.  The Company may decline to deliver any of such
shares of Common Stock to a designated beneficiary until it receives indemnity
against claims of third parties satisfactory to the Company.

                 c.       Any Options evidenced by this Stock Option
Certificate may be exercised only if and to the extent such Option was vested
and was exercisable at the date of termination of the Participant's employment
or consulting arrangement, and no Option may be exercised at any time when such
Option would not have been vested or exercisable had the Participant's
employment or consulting arrangement continued.

         5.      Restrictions on Transferability.  Except as the Plan may
otherwise provide or as the Committee may otherwise determine, neither this
Stock Option Certificate nor any of the Stock Options evidenced by this Stock
Option Certificate may be sold, encumbered, pledged, alienated, attached,
assigned, or otherwise transferred in any manner, and any attempt to do any of
the foregoing shall be void and unenforceable against the Company.

         6.      Adjustments and Corporate Reorganizations.  In the event of
certain contingencies provided for in the Plan, the Purchase Price, the number
of Options evidenced by this Stock Option Certificate and the number of shares
of Common Stock subject to purchase upon the exercise of each of such Options
may be modified or adjusted, all as provided in the Plan.

         7.      No Rights in Stock Before Issuance and Delivery.  The
Participant does not have any right to continued employment by the Company or
an Affiliate for any period by virtue of the granting or receipt of this Stock
Option Certificate or any of the Options evidenced by this Stock Option
Certificate.  No person shall be entitled to the privileges of stock ownership
in respect of any



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shares of Common Stock issuable upon exercise of any of the Options evidenced
by this Stock Option Certificate, including, without limitation, the right to
vote or to receive dividends or other distributions, or to receive any notice
of any proceedings of the Company (except as provided in the Plan), unless and
until such shares of Common Stock have been issued to such person as fully paid
shares.

         8.      Alternative Payment with Stock.

                 a.       Payment of the Purchase Price, or any portion
thereof, may be made with shares of stock of the same class as the shares then
subject to a vested Option, if shares of that class are then "Publicly Traded"
(i.e., if stock of that class is listed or admitted to unlisted trading
privileges on a national securities exchange or on the Nasdaq National Market
or if sales or bid and offer quotations are reported for that class of stock in
the automated quotation system operated by the National Association of
Securities Dealers, Inc.).  Such shares will be credited toward such purchase
price on the valuation basis set forth below, in which event the stock
certificates evidencing the shares so to be used shall accompany the notice of
exercise and shall be duly endorsed or accompanied by duly executed stock
powers to transfer the same to the Company; provided, however, that such
payment in stock instead of cash shall not be effective and shall be rejected
by the Company if (i) the Company is then prohibited from purchasing or
acquiring shares of the class of its stock thus tendered to it, or (ii) the
right or power of the Participant exercising such vested Option to deliver such
shares in payment of the Purchase Price is subject to the prior interests of
any other person or entity (excepting the Company), as indicated by legends
upon the certificate(s) or as known to the Company.  For credit toward the
Purchase Price, shares so surrendered shall be valued at their Fair Market
Value (as hereinafter defined) as of the day immediately preceding the delivery
to the Company of the certificate(s) evidencing such shares.  If the Company
rejects the payment in stock, the tendered notice of exercise shall not be
effective unless promptly after being notified of such rejection the
Participant exercising such vested Option pays the Purchase Price in acceptable
form.  If and while payment of the Purchase Price with stock is permitted in
accordance with the foregoing provisions, the Participant then entitled to
exercise any vested Options may, in lieu of using previously outstanding shares
therefor, use the shares as to which such vested Options are then being
exercised, in which case the notice of exercise need not be accompanied by any
stock certificates but shall include a statement directing the Company to
withhold so many of the shares that would otherwise have been delivered upon
that exercise of such vested Options as equals the number of shares that would
have been transferred to the Company if the Purchase Price had been paid with
previously issued stock.

                 b.       Payment of the Purchase Price, or any portion
thereof, may also be made through any other form of "cashless exercise"
acceptable to Company (including, without limitation, financing through a
brokerage account pursuant to Section 220.3(e)(4) of Regulation T, as amended).

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                 c.       The term "Fair Market Value" shall mean the closing
price of stock of that class as of the day in question (or, if such day is not
a trading day in the principal securities market or markets for such stock, on
the nearest preceding trading day), as reported with respect to the market (or
the composite of markets, if more than one) in which shares of such stock are
then traded, or, if no such closing prices are reported, on the basis of the
mean between the high bid and low asking prices that day on the principal
market or quotation system on which shares of such stock are then quoted, or,
if not so quoted, as furnished by a professional securities dealer making
market in such stock selected by or under authority of the Board.

         9.      Requirements of Law.

                 a.       The Participant represents and agrees that, unless a
registration statement under the Securities Act of 1933, as amended, is in
effect as to shares purchased upon any exercise of any of the Options evidenced
by this Stock Option Certificate, (i) any and all shares so purchased shall be
acquired for the Participant's personal account and not with a view to or for
sale in connection with any distribution, and (b) each notice of the exercise
of any of such Options shall be accompanied by a representation and warranty in
writing, signed by the Participant, that such shares are being so acquired in
good faith for the Participant's personal account and not with a view to or for
sale in connection with any distribution.

                 b.       No certificate or certificates for shares purchased
upon exercise of any of the Options evidenced by this Stock Option Certificate
shall be issued and delivered unless and until, in the opinion of legal counsel
for the Company, such securities may be issued and delivered without causing
the Company to be in violation of or incur any liability under any federal,
state or other securities law or any other requirement of law or of any
regulatory body having jurisdiction over the Company.

                 c.       The Company shall not be obligated to deliver any
securities pursuant to any exercise of any of the Options represented by this
Stock Option Certificate unless a registration statement under the Securities
Act of 1933, as amended, with respect to such securities is effective or an
exemption thereunder is available.  The Options represented by this Stock
Option Certificate shall not be exercisable by a Participant in any state where
such exercise would be unlawful.

         10.     Notices.  Any notice to be given to the Company shall be
addressed to the Company in care of its Secretary at its principal office, and
any notice to be given to the Participant shall be addressed to the Participant
at the address set forth beneath the Participant's signature hereto or at such
other address as the Participant may hereafter designate in writing to the
Company.  Any such notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or
certified, and deposited, postage and registry or certification fees prepaid,
in a post office or branch post office regularly maintained by the United
States Postal Service.


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         11.     Ownership.  Prior to due presentment for registration of
transfer of this Stock Option Certificate and the Options evidenced by this
Stock Option Certificate, the Company may deem and treat the Participant as the
absolute owner of this Stock Option Certificate and of each of such Options
(notwithstanding any notations of ownership or writing hereon made by anyone
other than a duly authorized officer of the Company) for all purposes and shall
not be affected by any notice to the contrary, except as provided in the Plan.

         12.     Applicable Law.  This Stock Option Certificate (i) shall be
governed by and construed in accordance with the laws of the State of Michigan
without giving effect to conflict of laws, and (ii) is not valid unless it has
been manually signed by the Participant and on behalf of the Company by its
President and its Secretary.

         IN WITNESS WHEREOF, this Stock Option Certificate has been executed as
of September 20, 1997 by the Participant and on behalf of the Company.

Participant:                              COMPANY:

                                          Professionals Insurance Company
                                           Management Group


_________________________                 By: __________________________
Name:                                           Victor T. Adamo
Address:                                  Its:  Chief Executive Officer


Tax I.D. No.:                         And By: __________________________
                                                Annette E. Flood
                                          Its:  Secretary