<PAGE> 1
EXHIBIT 99.2
[MICOA LETTERHEAD]
November __, 2000
Dear [former policyholder][agent]:
We are pleased to announce that the board of directors of Mutual
Insurance Corporation Of America has unanimously adopted a plan of conversion
under which we will convert from a mutual insurance company to a stock insurance
company. As part of the conversion process, a new company, American Physicians
Capital, Inc., or APCapital, has been formed. APCapital will own MICOA and MICOA
will change its name to American Physicians Assurance Corporation.
A total of 10,000,000 shares of APCapital common stock are being
offered in a subscription offering to current policyholders and a concurrent
best efforts offering to other select groups. As [a former policyholder][an
agent] of MICOA, you are eligible to participate in the best efforts offering,
subject to the prior rights of current policyholders and other limitations set
forth in the prospectus pursuant to which the stock is being offered. These
offerings will expire at ____ p.m. on November __, 2000. Subscriptions received
after the offerings expire will not be accepted.
YOU MAY OBTAIN A COPY OF THE PROSPECTUS DESCRIBING APCAPITAL, MICOA AND
THE OFFERINGS BY TELEPHONING THE SUBSCRIPTION AGENT, CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., P. O. BOX 1016, NEW YORK, NY 10268-1016, AT 1-888-634-6307.
PLEASE ALLOW AT LEAST ONE WEEK FOR DELIVERY. READ THE PROSPECTUS CAREFULLY
BEFORE YOU INVEST.
Sincerely,
William B. Cheeseman
President and Chief Executive Officer
THIS LETTER IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK OF AMERICAN PHYSICIANS CAPITAL, INC. SUCH AN OFFER WILL BE MADE
ONLY BY MEANS OF A PROSPECTUS.
