EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into between Mutual Insurance Corporation of America ("MICOA"),
a Michigan mutual insurance corporation in conversion and to be renamed American Physicians Assurance
Corporation, (the "Employer" or sometimes referred to below as "MICOA/APAC"), its successors, assigns,
affiliates, and related companies, and Robert J. Kellogg (the "Executive"), sometimes collectively referred to as
The Employer desires to employ the Executive in accordance with the terms and conditions of this Agreement
and Executive desires to be so employed by Employer.
NOW, THEREFORE, in consideration of the following mutual covenants and promises and other valuable
consideration, the receipt and sufficiency of which is expressly acknowledged, the Parties agree as follows:
1. EMPLOYMENT. The Employer employs Executive and Executive accepts such employment, in accordance
with the following terms and conditions. This Agreement supersedes any prior employment agreements between
MICOA/APAC, its present or former affiliates or subsidiaries, and Executive.
2. TERM. The term of this Agreement shall commence on August 1, 2000 and continue, unless terminated under
Paragraph 7, for a term of one (1) year. Thereafter, it shall renew automatically for two additional (2) one (1)
year terms unless replaced, or unless terminated in accordance with paragraph 7, below.
3. DUTIES AND RESPONSIBILITIES. At the commencement of this Agreement, Executive is employed by
MICOA/APAC in the position of Chief Operating Officer. Executive is designated senior executive staff status
within MICOA/APAC. As such, Executive's duties may be changed from time to time to other duties at a
comparable level, and MICOA/APAC may change or amend Executive's position and titles, but Executive shall
at all times remain a member of MICOA/APAC's senior executive staff while employed by MICOA/APAC. In
addition to duties, positions, or titles held with MICOA/APAC, Execut