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

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,