<PAGE>   1
                                                                  EXHIBIT (4)(d)



                         [FRONT OF OPTION CERTIFICATE]
                           VOID AFTER EXPIRATION DATE
NO. NEDSO-          OPTIONS TO PURCHASE SHARES OF COMMON STOCK       500 OPTIONS

                PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP
THIS CERTIFIES THAT, FOR VALUE RECEIVED [name of non-employee director]
or registered assigns (the "Registered Holder") is the owner of five hundred
(500) Options to Purchase Shares of Common Stock (the "Options").  Each Option
initially entitles the Registered Holder to purchase, subject to the terms and
conditions set forth in this Certificate and the Professionals Insurance
Company Management Group 1996 Non-Employee Directors Stock Option Plan (the
"Plan"), one fully paid and nonassessable share of Common Stock, no par value
per share, of Professionals Insurance Company Management Group, a Michigan
corporation (the "Company"), at any time from [date of issuance], and prior to
the Expiration Date (as hereinafter defined) upon the presentation and
surrender of this Option Certificate with the Subscription Form on the reverse
hereof duly executed, accompanied by payment of $[exercise price] 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.
     This Option Certificate and each of the Options represented hereby are
issued pursuant to and are subject in all respect to the terms and conditions
set forth in the Plan.  All capitalized terms not otherwise defined herein are
defined herein as in the Plan.  In the event of any inconsistency between the
terms hereof and the terms of the Plan, the terms of the Plan shall control.
     In the event of certain contingencies provided for in the Plan, the
Purchase Price and the number of shares of Common Stock subject to purchase
upon the exercise of each Option represented hereby are subject to modification
or adjustment.
     Each Option represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued.  In the case of
the exercise of less than all of the Options represented hereby, the Company
shall cancel this Option Certificate upon the surrender hereof and shall
execute and deliver a new Option Certificate or Option Certificates of like
tenor for the balance of such Options.
     The term "Expiration Date" shall mean 5:00 P.M. (Detroit, Michigan time)
on that date that is the earlier of (i) the first anniversary date on which
[name of non-employee director] ceased to be a Non-Employee Director and (ii)
[date].  If such date 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. 
     The Company shall not be obligated to deliver any securities pursuant to
any exercise of the Options represented hereby 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
hereby shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.
     This Option Certificate is exchangeable upon the surrender hereof by the
Registered Holder at the principal office of the Company, for a new Option
Certificate or Option Certificates of like tenor representing an equal
aggregate number of Options, each of such new Option Certificates to represent
such number of Options as shall be designated by such Registered Holder at the
time of such surrender.  Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Option Certificate at such office, a new Option Certificate or
Option Certificates representing an equal aggregate number of Options will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Plan.
     Prior to the exercise of any of the Options represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Plan.
     Prior to due presentment for registration of transfer thereof, the Company
may deem and treat the Registered Holder as the absolute owner hereof and of
each Option represented hereby (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.
     This Option Certificate shall be governed by and construed in accordance
with the laws of the State of Michigan without giving effect to conflict of
laws.
     This Option Certificate is not valid unless it has been manually signed on
behalf of the Company by its President and its Secretary. 

        IN WITNESS WHEREOF, the Company has caused this Option Certificate to
be duly executed, manually or in facsimile by two of its officers thereunder
duly authorized and its corporate seal to be imprinted hereon.

Dated:

[CORPORATE SEAL]                             Professionals Insurance Company 
                                             Management Group, a Michigan 
                                             corporation

                                             By:                    By:
                                                    President          Secretary
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                        [REVERSE OF OPTION CERTIFICATE]
                               SUBSCRIPTION FORM

    To Be Executed by the Registered Holder in Order to Exercise Options

        The undersigned Registered Holder hereby irrevocably elects to exercise
____________________________________________________________________ Options
represented by this Option Certificate, and to purchase the securities issuable
upon the exercise of such Options, and requests that certificates for such
securities shall be issued in name of



________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or type name, address and social security or taxpayer 
identification number) 
________________________________________________________________________________
and be delivered to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                    (please print or type name and address)
________________________________________________________________________________

and if such number of Options shall not be all the Options evidenced by this
Option Certificate, that a new Option Certificate for the balance of such
Options be registered in the name of, and delivered to, the Registered Holder
at the address stated below.


Dated: ______________________________      X___________________________________

                                            ___________________________________

                                            ___________________________________

                                            ___________________________________
                                                         Address  

                                            ___________________________________
                                                 Social Security or Taxpayer 
                                                   Identification Number  

                                            ___________________________________
                                                    Signature Guaranteed 


                                   ASSIGNMENT

       To Be Executed by the Registered Holder In Order to Assign Options

        FOR VALUE RECEIVED, ________________________________________________
hereby sells, assigns and transfers unto

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or type name, address and social or taxpayer identification 
number)
____________________________________ of the Options represented by this Option
Certificate, and hereby irrevocable constitutes and appoints
________________________________________________________________________________
Attorney to transfer this Option Certificate on the books of the Company, with
full power of substitution in the premises.

Dated: ______________________________      X____________________________________
                                                  Signature Guaranteed

                                            ____________________________________

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS OPTION CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OF ANY CHANGE WHATSOEVER AND THE SIGNATURE TO
THE ASSIGNMENT MUST BE GUARANTEED BY A BANK, TRUST COMPANY, CREDIT UNION,
SAVINGS ASSOCIATION OR BROKER THAT IS A MEMBER OF AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM.

THE OPTIONS REPRESENTED BY THIS OPTION CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS APPLICABLE.