EXHIBIT 10.1

Letter Agreement  between  ProAssurance  and Lynn Kalinowski,  dated November 4,
2005.

November 4, 2005
Lynn M. Kalinowski
MEEMIC Insurance Company
691 North Squirrel Road, Suite 100
Auburn Hills, MI  48326

Dear Lynn:

     ProAssurance Corporation ("PRA") and MEEMIC Holdings, Inc. ("Holdings") are
in the process of negotiating a proposed  transaction (the  "Transaction")  that
will involve the sale of all of the stock of MEEMIC Insurance Company and MEEMIC
Insurance  Services  Corporation (the  "Companies") to Motors Insurance  Company
("Buyer").  Because of your knowledge of and  experience  with the financial and
business  operations  of the  Companies,  PRA and Holdings have  requested  your
cooperation  and assistance in  negotiating  and effecting the  Transaction.  In
connection  therewith,  PRA and  Holdings  agree to pay you a success fee on the
following terms and conditions.

     Subject to the conditions  herein set forth, PRA will pay you a success fee
in a total  amount  equal to two times your  current base salary of $285,000 per
annum (the "Success Fee") in two installments  with the first installment in the
amount of  $285,000  due  promptly  after the  closing of the  Transaction  (the
"Closing")  and the second  installment  in the amount of $285,000 due 18 months
following the Closing if you are still employed by either of the Companies or by
Buyer or its affiliate;  provided,  however,  that the second  installment  will
become  immediately  due and payable if you should become  entitled to severance
compensation under the terms of the Release and Severance Compensation Agreement
dated June 15, 2001, among you, PRA,  Holdings and MEEMIC Insurance Company (the
"Severance Agreement"). Notwithstanding the foregoing, PRA will pay you the full
amount of your  Success  Fee at  Closing if and on the  condition  that prior to
Closing  you agree in writing  to  terminate  your  Severance  Agreement  and to
release  the  Companies,  Holdings,  and PRA from their  respective  obligations
thereunder effective on the date of Closing.

     The obligation of PRA to pay the Success Fee is subject to and  conditioned
upon the closing of the  Transaction and upon your compliance with the following
covenants:

     1.   You shall cooperate and assist PRA,  Holdings and the Companies in the
negotiation  of the  Transaction  documents;  the due diligence  relating to the
Transaction;  the requests for third party consents to the Transaction;  and the
filings relating to all necessary governmental approvals for the Transaction.

     2.   You  shall  review  the  terms and  provisions  of the Stock  Purchase
Agreement to be executed as of October 31, 2005,  by and among Buyer,  Holdings,
PRA and the  Companies  (the  "Stock  Purchase  Agreement")  and the  Companies'
Disclosure  Schedule  delivered  to Buyer as required  under the Stock  Purchase
Agreement  (the  "Disclosure  Schedule");  and you shall  provide  your  written
certification to PRA (included herein) that you have reviewed the Stock Purchase
Agreement and Disclosure Schedule and that to the best of your knowledge after a


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reasonable  investigation,  the  representations and warranties in Article II of
the Stock Purchase  Agreement,  when read together with the Disclosure  Schedule
are true, correct and complete.

     3.   You shall review the updated Disclosure  Schedule as and when prepared
and  delivered  to Buyer as  required  under the Stock  Purchase  Agreement  and
provide your  written  certification  to PRA that to the best of your  knowledge
after a  reasonable  investigation,  the  updated  Disclosure  Schedule is true,
correct and complete.

     In  consideration of PRA's agreement to pay you the Success Fee as provided
herein:

          (a)  You hereby certify to PRA and Holdings that you have reviewed the
most recent draft of the Stock Purchase Agreement and Disclosure Schedule (dated
November  1,  2005) and that the  representations  and  warranties  set forth in
Article II of said Stock Purchase  Agreement  when read in conjunction  with the
Disclosure Schedule are true, accurate and complete.

          (b)  If you should be entitled  to  severance  compensation  under the
Severance Agreement, you agree that the Success Fee will not be treated as bonus
compensation   for  purposes  of  calculating   the  amount  of  your  severance
compensation under the terms of the Severance Agreement,  and you agree that the
Success Fee can be included in the  calculation  of the  limitation on severance
compensation  under paragraph 3 of the Severance  Agreement if and to the extent
that the Success Fee constitutes a "parachute payment" under Section 280G of the
Internal Revenue Code of 1986, as amended.

     If the foregoing is acceptable to you,  please indicate your acceptance and
agreement to the terms of this letter and your  certification as herein required
by executing a copy of this letter in the space provided below.

                                                       Sincerely,

                                                       /s/ Edward L. Rand, Jr.
                                                       -----------------------

                                                       Edward L. Rand, Jr.
                                                       Senior Vice President and
                                                       Chief Financial Officer

ACCEPTED, AGREED and CERTIFIED by the
undersigned on this 4th day of November, 2005:

/s/: Lynn M. Kalinowski
-----------------------
by: Lynn M. Kalinowski


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