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                                                                    EXHIBIT 10C

                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT
                                      1999

         THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT, made and entered into
as of this first day of July, 1999 by and between Midwest Medical Insurance
Company (the "Company"), a Minnesota stock insurance corporation, and Midwest
Medical Insurance Holding Company (the "Manager"), a Minnesota corporation.

         WITNESSETH:

         WHEREAS, by Management Agreement dated November 30, 1988 and amended
and restated as of January 1, 1996, at the request of the Company, the Manager
has managed the business of the Company, provided certain other management
services and provided facilities for the conduct of the Company's business; and

         WHEREAS, the parties desire to continue such relationship, amend
certain provisions of the Management Agreement, and restate such agreement and
its various amendments by this Amended and Restated Management Agreement
("Management Agreement");

         NOW, therefore, in consideration of the mutual promises set forth
below, the parties agree and contract as follows:

         1. Appointment of Manager. The Company hereby confirms the appointment
of the Manager to be the exclusive manager of the business of the Company,
pursuant to the terms and conditions of this Management Agreement.

         2. General Powers. The Manager agrees to perform or provide for the
performance of the services hereinafter specified for the management of the
Company in an efficient manner in strict accordance with the law, applicable
requirements of governmental and non governmental regulatory and supervisory
authorities, and generally accepted insurance, accounting, actuarial and
business practices consistent with the financial well-being and general welfare
of the Company and its insureds. The Manager agrees to procure and maintain any
and all licenses that may be necessary in connection with performance of its
duties under this Agreement, including, without limitation, insurance brokers'
and salesmen's licenses.

         3. Services. The Manager agrees to perform or provide for the
performance of the following services, unless otherwise stated, at its expense,
on behalf of the Company:

         (a)      to provide general administration and management of the
                  day-to-day insurance business of the Company including,
                  without limitation, the production, underwriting and servicing
                  of insurance and claims;

         (b)      to solicit, receive and accept or reject applications for
                  insurance to be issued by the Company and to investigate and
                  pass upon the

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MANAGEMENT AGREEMENT
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                  desirability of the risks involved in the applications for
                  insurance; and in such connection to provide marketing and
                  sales services, as reasonably necessary;

         (c)      to provide advise and recommendations concerning the strategic
                  directions and business plans of the Company and to bring to
                  its attention for appropriate action opportunities for the
                  pursuit of the business plan of the Company, as it is approved
                  and modified from time to time;

         (d)      to underwrite, classify, rate and issue policies and binders
                  of insurance and reinsurance for the Company;

         (e)      to establish and maintain for, and as the property of, the
                  Company complete and accurate records of all insurance
                  policies written by the Company;

         (f)      to solicit, collect, receive, and account for all insurance
                  premiums paid, and to deposit all of said insurance premiums
                  in a bank or banks to the account of the Company as soon as
                  practicable; to maintain said premium accounts in accordance
                  with applicable law;

         (g)      to invest or cause the investment of such funds in accordance
                  with legal requirements and the advice or instructions of any
                  investment advisor or advisors selected by the Company upon
                  the recommendation of the Manager and to monitor and supervise
                  the performance of any such investment advisor on behalf of
                  the Company and its Board of Directors and Investment
                  Committee.

         (h)      to establish and maintain for, and as the property of, the
                  Company all financial and business records required by law and
                  by sound and accepted insurance and business practices; to
                  prepare for the Company all reports required by governmental
                  and non governmental regulatory and supervisory authorities,
                  including insurance reports and income tax returns;

         (i)      to procure such reinsurance, automatic or facultative,
                  required by law and by sound and accepted insurance and
                  business practices; to keep the necessary records for, and as
                  the property of, the Company in connection with such
                  reinsurance;

         (j)      to provide and equip appropriate and adequate offices for the
                  business of the Company; to furnish all equipment, stationery,
                  forms, printing and supplies for the conduct of functions
                  required to be performed under this Agreement by the Manager;

         (k)      to provide and maintain an adequate claims service and
                  facilities for the handling of all claims against the Company
                  and for the payment thereof on behalf of the Company; to
                  recover promptly for the Company all reinsurance due on claims
                  paid;

         (l)      to prepare mailings, advertisements, newsletters and other
                  promotional material for the Company;

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         (m)      to make all required filings with the Commissioner of Commerce
                  of the State of Minnesota and any other governmental agencies
                  and authorities having jurisdiction over the Company including
                  income taxing authorities; and

         (n)      to do any and all other things reasonably necessary to carry
                  out the foregoing.

         4.       Extraordinary Services. Manager agrees to provide such
  special, or extraordinary, services as may be requested by Company from time
  to time and which are outside the scope of the services described in paragraph
  3., such as services in connection with the acquisition of other companies or
  businesses. At the time such extraordinary services are provided, the Company
  and Manager shall agree on the basis and amount of additional consideration or
  reimbursement, including any incentive compensation, as shall be payable with
  respect to any such extraordinary services.

         5.       Reimbursement and Fees. The Company shall make the following
  payments with respect to services rendered and expenses incurred by Manager:

         (a)      It shall reimburse all third party expenses and reimbursements
                  paid or incurred on its behalf without service fee including,
                  without limitation, the following:

                  (i)      All board of director and board committee fees and
                           expenses of the boards of both the Manager and the
                           Company.
                  (ii)     Directors and Officers liability insurance of the
                           Company.
                  (iii)    Legal, audit, consulting and other third party
                           expenses incurred directly and specifically for the
                           Company which shall not be considered to be part of
                           Allocated Costs, as defined below.

         (b)      Certain third party fees and charges which are direct
                  obligations of the Company shall be paid by it in the first
                  instance, including but not limited to items in paragraph 7.



         (c)      It shall pay promptly upon receipt of invoice all costs, fees
                  and additional consideration as is agreed upon between the
                  parties under paragraph 4 with respect to Extraordinary
                  Services.

         (d)      It shall pay its share of operating, general and overhead
                  expenses of Manager which are incurred by Manager to provide
                  the services to the Company under paragraph 3 above, plus a
                  10% service charge thereon. Operating, general and overhead
                  expenses of Manager shall be allocated between Manager, the
                  Company and other corporate subsidiaries and affiliates of
                  Manager in accordance with generally accepted cost accounting
                  principles consistently applied ("Allocated Costs"), shall be
                  agreed upon in

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                  advance of each year during the term of this Agreement and
                  memorialized on a schedule which shall be herein.

Payments shall be made on the first business day of each month based on
Manager's estimate of amounts which will be payable to it hereunder with respect
to such month on a cash basis modified to include accruals out of the ordinary
and, with respect to December of each year, anticipated year end accruals. Such
monthly payments shall include a true-up or adjustment factor to reflect actual
results of the previous month and, annually, shall be trued-up and adjusted
within 60 days after year's end to reflect actual accrued expenses and
obligations incurred during the previous year.

Upon termination of this Agreement, such payments shall be trued-up and adjusted
within 60 days after the last day of the month in which such termination
occurred to reflect actual accrued expenses and obligations hereunder through
the date of termination.

         6.       Federal Income Taxes. Federal income taxes incurred by either
the Manager or the Company shall be shared in accordance with the separate Tax
Sharing Agreement between the parties dated December 16, 1998 and are excluded
from this Management Agreement.

         7.       Direct Expenses. It is agreed that certain expenses, to be
agreed upon from time to time, but to include the following, are direct expenses
of the Company and shall be paid directly by the Company:
                  (a) Agents commissions.
                  (b) Premium taxes.
                  (c) Guarantee fund assessments.
                  (d) Insurance Department licenses and fees.
                  (e) Donations approved by the Company's Board of Directors.
                  (f) Costs of legislative monitoring.
                  (g) Reinsurance commissions received by the Company from its
                      reinsurers.
                  (h) Company membership dues and insurance federation dues.
                  (i) endorsement and licensing fees.

         8.       Responsibility. The Manager shall remain fully responsible for
the proper performance of any functions which it delegates to agents or
independent contractors as permitted elsewhere in this Agreement.

The Manager assumes no responsibility hereunder other than to render the
services called for, in good faith, and shall not be responsible for any actions
of the Company, or its Board of Directors, in following or declining to follow
the advise or recommendations of the Manager.

         9.       Non-interference. Upon any termination of this Management
Agreement, Manager agrees to turn over to Company all of its property and
records, and to cooperate with the transition of the Company to other management
services, provided that it receive its reasonable costs incurred in providing
such transitional services, plus ten percent (10%).

In the event of any such termination, Company agrees not to solicit the
employment or services of employees of Manager, without its prior written

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consent, nor retain such employment or services within one year of the effective
date of the termination of this Management Agreement.

         10.      Term and Termination.

         (a)      Upon execution, this Agreement shall be effective for an
                  indefinite term and shall continue unless terminated by either
                  party at the end of any calendar year by written notice to the
                  other given at least 180 days prior to the effective date of
                  termination.

         (b)      Notwithstanding the provisions of Paragraph 8(a), either party
                  may terminate this Agreement as hereinafter provided:

                  (1)      Effective immediately upon written notice to the
                           other party in the event of fraud or dishonesty by
                           the other party, provided that such notice shall be
                           given as soon as practicable after discovery of such
                           fraud or dishonesty.

                  (2)      Effective immediately upon written notice to the
                           other party upon the final judicial determination of
                           the insolvency or bankruptcy of the other party
                           provided that such notice shall be given as soon as
                           practicable after discovery of such fraud or
                           dishonesty.

                  (3)      Upon at least one full month's notice effective the
                           last day of any month because of the material breach
                           by the other party of its obligations under this
                           Agreement, provided that such notice shall be given
                           as soon as practicable after discovery of such breach
                           and that the other party fails to remedy such breach
                           within the notice period provided.

                  (4)      Upon at least one full month's notice effective the
                           last day of any month upon the merger of Company with
                           another entity or upon the change in controlling
                           ownership of Company by Manager.

         (c)      Upon termination of this Agreement the Manager shall deliver
                  to the Company or its successor in interest all property,
                  records and information of every kind concerning the affairs
                  of the Company in the possession, custody, or control of the
                  Manager and the parties shall make all payments required in
                  paragraphs 4 and 5.

         (d)      After the effective date of termination of this Agreement for
                  any reason, the Company shall bear the cost of both allocated
                  and unallocated loss adjustment expense for all claims open at
                  the date of termination or reported after the date of
                  termination and the Manager shall not be responsible for any
                  such expense after the date of termination.

         (e)      In the event that either party gives such notice of
                  termination, the Company shall have the right, during the
                  period preceding the termination date, to make any and all
                  arrangements necessary or desirable in its discretion to
                  provide for personnel and facilities for

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AMENDED AND RESTATED
MANAGEMENT AGREEMENT
1999

                  the performance of the services performed under this Agreement
                  by the Manager, and the Manager will cooperate with the
                  Company toward the end that there will be an orderly transfer
                  of management service functions in respect of the Company's
                  business from the Manager to the Company or its designee.

         11.      Damages for Breach. No provision of this Agreement shall
preclude either party from recovering damages, if any, sustained by reason of
any conduct in breach of the terms hereof.

         12.      Regulatory Compliance. The Manager agrees and acknowledges
that it shall cooperate in all respects with the relationship between the
Company and the various governmental agencies having jurisdiction over it and
its activities and agrees to make available to such agencies during normal
business hours and upon reasonable request any and all records maintained by it
for the Company under this Agreement.

         13.      Arbitration.

         (a)      In the event any dispute or difference of opinion arises under
                  or with respect to this Agreement, the controversy shall be
                  submitted to arbitration. Each party shall select one
                  arbitrator, and the two arbitrators so selected shall select a
                  third arbitrator before the entry into arbitration. Each of
                  the arbitrators shall be persons having no less than five (5)
                  years' experience in executive position with casualty
                  insurance companies transacting substantial business.

         (b)      The arbitrators may use their discretion in conducting the
                  arbitration proceedings and are relieved of all judicial
                  formalities except that they shall allow the parties an
                  opportunity to be heard after reasonable notice before
                  reaching any decision.

         (c)      Each party shall bear the expense of its own arbitrator and
                  shall jointly and equally bear with the other the expense of
                  the third arbitrator and of the arbitration. k Any such
                  arbitration shall take place in the greater Minneapolis-St.
                  Paul area at a mutually acceptable location.


                                            MIDWEST MEDICAL INSURANCE
                                            HOLDING COMPANY

                                            By /s/ Andrew J. K. Smith
                                              ----------------------------------
                                              Andrew J. K. Smith, M.D., Chairman

                                            By /s/ David Bounk
                                              ----------------------------------
                                              David Bounk, President and CEO



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AMENDED AND RESTATED
MANAGEMENT AGREEMENT
1999


                                            MIDWEST MEDICAL INSURANCE COMPANY

                                            By /s/ Andrew J. K. Smith
                                              ----------------------------------
                                              Andrew J. K. Smith, M.D., Chairman

                                            By /s/ David Bounk
                                              ----------------------------------
                                              David Bounk, President and CEO


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