PHYSICIANS INSURANCE COMPANY OF WISCONSIN, INC. CHANGE OF CONTROL BENEFITS POLICY

EXHIBIT 99(f)

PHYSICIANS INSURANCE COMPANY OF WISCONSIN, INC.
CHANGE OF CONTROL BENEFITS POLICY
(As of January 31, 2005)

     This document sets forth all applicable terms of the Change of Control Policy (the “ Policy ”) of Physicians Insurance Company of Wisconsin, Inc. (the “ Company ”), effective as of the date set forth above and until further amended or terminated by the Company’s Board of Directors (together with a properly authorized committee thereof, the “ Board ”) in accordance with the terms hereof.

Eligible Participants:

In order to be eligible to receive any benefits under this Policy, a person must be a “Participant” (meaning either a Level 1 Participant or a Level 2 Participant, each as defined below) immediately prior to the closing of a Change of Control, must have executed the Acknowledgment and Agreement to Participate document attached hereto as Exhibit A, and must prior to receiving any benefits hereunder have executed the Release described in the “Additional Conditions” section below.

Level 1 Participant : “Level 1 Participant” shall mean any Vice President or Assistant Vice President of the Company as of immediately prior to (meaning, for purposes of this Policy, at any time within 30 days prior to) the closing of a Change of Control.

Level 2 Participant : “Level 2 Participant” shall mean any person holding the position of Senior Vice President of the Company, or any position senior to that of a Senior Vice President position (including the Chief Financial Officer (the “CFO”) and Chief Executive Officer (the “CEO”)), as of immediately prior to (meaning, for purposes of this Policy, at any time within 30 days prior to) the closing of a Change of Control.

Definitions:

“ Change of Control ” means any of the following transactions:

1. A dissolution or liquidation of the Company;

2. A sale, lease or other disposition of all or substantially all of the assets of the Company, so long as the Company’s stockholders of record immediately prior to such transaction will, immediately after such transaction, fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the acquiring entity (for purposes of this paragraph 2, any person who acquired securities of the Company prior to the occurrence of such asset transaction in contemplation of such transaction and who after such transaction possesses direct or indirect ownership of at least ten percent (10%) of the securities of the acquiring entity immediately following such transaction shall not be included for purposes of the 50% calculation in the group of stockholders of the Company immediately prior to such transaction);

3. Either a merger or consolidation in which the Company is not the Surviving corporation and the stockholders of the Company immediately prior to the merger or Consolidation fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the securities of the

surviving corporation (or if the surviving corporation is a controlled affiliate of another entity, then the required beneficial ownership shall be determined with respect to the securities of that entity which controls the surviving corporation and is not itself a controlled affiliate of any other entity) immediately following such transaction, or a reverse merger in which the Company is the surviving corporation and the stockholders of the Company immediately prior to the reverse merger fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the securities of the Company (or if the Company is a controlled affiliate of another entity, then the required beneficial ownership shall be determined with respect to the securities of that entity which controls the Company and is not itself a controlled affiliate of any other entity) immediately following the reverse merger (for purposes of this paragraph 3, any person who acquired securities of the Company prior to the occurrence of a merger, reverse merger, or consolidation in contemplation of such transaction and who after such transaction possesses direct or indirect beneficial ownership of at least ten percent (10%) of the securities of the Company or the surviving corporation (or if the Company or the surviving corporation is a controlled affiliate, then of the appropriate entity as determined above) immediately following such transaction shall not be included for purposes of any of the 50% calculations in the group of stockholders of the Company immediately prior to such transaction);

4. An acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or a subsidiary or other controlled affiliate of the Company, and excluding any trust or similar ownership vehicle specifically formed to hold securities of the Company in connection with any plan or program that may be adopted by the Company similar to the shareholder value plan previously proposed by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors; provided, however, that if the Form A filing of American Physicians Assurance Corporation (“ APAC ”) pending before the Office of the Commissioner of Insurance (“ OCI ”) on the date this Policy is adopted by the Board is ultimately approved by the OCI and APAC acquires the shares of Company capital stock contemplated by such filing (as it shall exist on the date this Policy is adopted by the Board), then such acquisition of shares by APAC shall not in and of itself be deemed to be a Change of Control for purposes of this Policy; provided further however that if following the acquisition of Company stock contemplated by the currently pending Form A filing APAC (together with any other person, entity or group (as defined above) that may be acting in concert with APAC) shall become the beneficial owner of more than twenty-five percent (25%) of the combined voting power of the Company’s outstanding stock, then such beneficial ownership of Company stock shall be deemed to constitute a Change of Control; or

5. The individuals who, as of the date of this Policy, are members of the Board (the “ Incumbent Board ”), cease for any reason to constitute at least fifty percent (50%) of the Board. If the election, or nomination for election by the

Company’s stockholders, of any new director was approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board.

“ Involuntary Termination ” means termination of employment with the Company under either of the following circumstances at any time within 30 days prior to or 18 months following a Change of Control:

1. Termination of the Participant’s employment by the Company other than for Cause (as defined below), or

2. Termination of the Participant’s employment by the Participant within 30 days of the first occurrence any of the following circumstances and within 15 days following notice to the Company of the circumstance or circumstances set forth in this paragraph 2 giving rise to Participant’s termination:

“ Cause ” for termination of a Participant’s employment will exist if the Company terminates his or her employment for any of the following reasons: