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                                                                    EXHIBIT 10.1

                       AMENDMENT AND ASSUMPTION AGREEMENT

         THIS AGREEMENT is made and entered into by and between Medical
Assurance, Inc. ("Medical Assurance"), a Delaware corporation, and ProAssurance
Corporation, a Delaware corporation ("ProAssurance");

                                  WITNESSETH:

         WHEREAS, Medical Assurance assumed the Mutual Assurance, Inc. 1995
Stock Award Plans under the term and conditions of an Amendment and Assumption
Agreement, dated April 8, 1996, pursuant to which, among other things, the name
of the plan was changed to the "MAIC Holdings, Inc. [now Medical Assurance,
Inc.] Incentive Compensation Stock Plan (the "Stock Plan");

         WHEREAS, on June 27, 2001, ProAssurance became the publicly owned
holding company for Medical Assurance and its subsidiaries and Medical
Assurance became a privately held wholly-owned subsidiary of ProAssurance;

         WHEREAS, the Board of Directors of Medical Assurance has authorized
Medical Assurance to assign to ProAssurance the rights and obligations of
Medical Assurance under the Stock Plan, and the ProAssurance Board has
authorized the assumption of the Stock Plan by ProAssurance and has approved an
amendment to the Stock Plan to reflect such assumption;

         WHEREAS, the Board of Directors of ProAssurance has also approved
certain amendments to the Stock Plan, including without limitation, the change
of the name of the Stock Plan to the "ProAssurance Corporation Incentive
Compensation Stock Plan;"

         WHEREAS, Medical Assurance and ProAssurance desire to enter into an
agreement to reflect such assumption and amendments.

         NOW, THEREFORE, THESE PREMISES CONSIDERED, Medical Assurance and
ProAssurance do hereby agree as follows:

         1.       Medical Assurance does hereby assign and delegate to
ProAssurance, and ProAssurance does hereby accept and assume, the rights and
obligations of Medical Assurance under the terms and conditions of the Stock
Plan, as heretofore amended and as amended hereby.

         2.       Medical Assurance and ProAssurance agree that the Stock Plan
is amended in the following respects:

                  (a)      The Stock Plan is hereby amended to reflect the
assumption of the Stock Plan by ProAssurance by deleting Section 1.6 and
Section 1.28 of the Stock Plan in their entirety therefrom and substituting in
lieu thereof the following:
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                           1.6      "Company" shall mean ProAssurance, a
                  Delaware corporation.

                           1.28     "Stock" shall mean the common stock of the
                  Company as adjusted pursuant to Section 5.2 hereof.

                  (b)          The Stock Plan is hereby further amended to
reflect the change in its name to the "ProAssurance Corporation Incentive
Compensation Stock Plan" by deleting Sections 1.21 and 2.1 of the Stock Plan in
their entirety therefrom and substituting in lieu thereof the following:

                           1.21     "Plan" shall mean the ProAssurance
                  Corporation Incentive Compensation Stock Plan, the terms of
                  which are set forth herein.

                           2.1      Name. This plan shall be known as the
                  "ProAssurance Corporation Incentive Compensation Stock Plan."

         3.       ProAssurance hereby designates the Compensation Committee of
the Board of Directors of ProAssurance as the Committee responsible for the
administration of the Stock Plan under Article IV of said Stock Plan.

         4.       ProAssurance hereby ratifies, confirms and approves the terms
and conditions of the Stock Plan as heretofore amended and as amended hereby.

         5.       This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto.

         IN WITNESS WHEREOF, the parties have duly executed this Assumption and
Amendment Agreement on this 19th day of November 2001.

                                             MEDICAL ASSURANCE, INC.



                                             By: /s/ A. Derrill Crowe, M.D.
                                                -------------------------------
                                                Its:
                                                    ---------------------------

                                             PROASSURANCE CORPORATION

                                             By: /s/ Victor T. Adamo, Esq.
                                                -------------------------------
                                                Its: President
                                                    ---------------------------

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