AMENDMENT NUMBER ONE TO EXECUTIVE EMPLOYMENT AGREEMENT
 
 
                         EXECUTIVE EMPLOYMENT AGREEMENT
 
THIS AGREEMENT, dated ____________________, 2005 by and between American
Physicians Assurance Corporation, a Michigan insurance corporation having a
principal place of business in East Lansing, Michigan, its successors, assigns,
affiliates, and related companies (the "Company") and [     ] (the "Executive").
 
WHEREAS, the Executive currently serves as the [     ] of American Physicians
Capital, Inc.; and
 
WHEREAS, the Company desires to obtain the Executive's agreement to continue to
serve as [     ] of the Company and to obtain certain restrictions on the
Executive's potential competition with the Company during the term of the
Executive's employment and when and if Executive's employment with the Company
terminates; and
 
WHEREAS, the Company desires to employ the Executive in accordance with the
terms and conditions of this Agreement and Executive desires to be so employed
by the Company.
 
NOW, THEREFORE, in consideration of the mutual covenants and promises and other
valuable consideration, contained herein, the parties hereto hereby agree as
follows:
 
1.       EMPLOYMENT.
 
         The Company employs the Executive to render services as [     ] of
         American Physicians Capital, Inc., and the Executive accepts such
         employment, in accordance with the terms, and conditions hereinafter
         set forth. This Agreement supersedes and replaces in its entirety any
         prior or contemporaneous employment agreements or understandings
         between the Company, its present or former affiliates or subsidiaries,
         and the Executive.
 
2.       PLACE OF EMPLOYMENT.
 
         The Executive shall be located, and shall render such services (subject
         to necessary and appropriate business related travel), at the Company's
         office in East Lansing, Michigan. The Company may relocate Executive,
         subject to Executive's rights under Sections 6(d) involuntary
         termination.
 
3.       TERM.
 
         The term of the Executive's employment with the Company shall be for a
         period commencing on date signed and continue, unless terminated sooner
         under Section 6, for a period of one (1) year. Thereafter, the term
         shall automatically be extended for one (1) additional day for each
         successive day of the Executive's employment with the Company unless
         replaced, or unless terminated in accordance with Section 6, below.
 
4.       DUTIES AND RESPONSIBILITIES.
 
         (a)      At the commencement of this Agreement, the Executive is
                  employed by the Company in the position of [     ]. As such,
                  the Executive shall have duties and such authorities as are
                  consistent with such position subject to the direction of the
                  Board of Directors of American Physicians Capital, Inc.
                  ("ACAP"), the parent company of American
 
 
 
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                  Physicians Assurance Corporation. The Company may change or
                  amend the duties of the Executive from time to time to other
                  duties or positions at a comparable level. References in this
                  Agreement to the "Board" shall be understood as references to
                  the ACAP Board.
 
         (b)      The Executive will devote exclusively his or her best efforts
                  and full working time to the performance of the duties of the
                  Executive's? position and will not engage in any other
                  employment during the term of this agreement, except that with
                  the prior approval of the Board, the Executive may serve as a
                  compensated member of the board of directors of other, "for
                  profit" unaffiliated corporations.
 
5.       COMPENSATION, INCENTIVE COMPENSATION & BENEFITS.
 
         In consideration for the services of the Executive to be performed
         hereunder, the Company shall compensate the Executive as follows:
 
         (a)      ANNUAL BASE SALARY. The Company shall pay to the Executive a
                  minimum annual base salary of $[    ], payable (less
                  applicable taxes) in accordance with Company normal payroll
                  practices. Under no circumstances shall the Executive's base
                  salary be reduced during the term of this Agreement. The
                  Executive's base salary shall be periodically reviewed by the
                  Compensation Committee of the ACAP Board and may be increased
                  as deemed warranted by the Compensation Committee.
 
         (b)      INCENTIVE COMPENSATION. The Executive will be eligible to
                  participate in any short-term incentive plan adopted for
                  senior executive staff. The Executive will also be eligible to
                  participate in long-term incentive plans available to other
                  senior executive employees.
 
         (c)      DISABILITY INSURANCE. During employment, the Company shall
                  maintain, at its expense, an individual long-term disability
                  insurance policy ("Policy") for the Executive providing the
                  Executive with benefits in the event of a disability as such
                  term is defined in the Policy (a "Disability"), provided the
                  Executive satisfies the eligibility requirements for coverage
                  under the disability insurance Policy which the Company has
                  chosen for its executive staff.
 
         (d)      PAID TIME OFF. The Executive shall be entitled to not less
                  than 5 weeks of paid time off, to be used for vacation and
                  occasional sick days, during each calendar year.
 
         (e)      OTHER EMPLOYMENT BENEFITS. During employment, the Executive
                  shall have the opportunity to participate in and shall be
                  entitled to receive benefits in accordance with the provisions
                  of any health, life insurance, disability, deferred
                  compensation, profit sharing or other employee benefit plan or
                  plans adopted, or to be adopted, by the Company and which are
                  generally applicable to other similarly situated senior
                  executive employees of the Company.
 
         (f)      BUSINESS EXPENSES. The Company shall pay or reimburse the
                  Executive promptly, upon presentation of appropriate vouchers,
                  for all necessary business travel and entertainment expenses
                  reasonably incurred by the Executive in connection with
                  Company business in accordance with Company policy.
 
 
 
 
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6.       TERMINATION.
 
         Subject to the terms and conditions of this Agreement, the Company or
         the Executive may terminate the Executive's employment as provided
         below, and such termination shall not be deemed a breach of this
         Agreement.
 
         (a)      DEATH OR DISABILITY. The Executive's employment shall
                  terminate upon the Executive's death or Disability. Disability
                  is defined as meeting the requirements for benefits under the
                  long-term Disability Insurance Policy provided by the Company
                  for the Executive. If the Executive qualifies or may qualify
                  for disability benefits under the Policy, Executive agrees to
                  apply for such benefits in a timely basis and submit any
                  necessary medical and other information. If the Executive is
                  not covered by the Policy or is not entitled to disability
                  benefits under the Policy, the Company may determine that the
                  Executive is disabled and terminate the Executive's employment
                  by treating it as an Involuntary Termination under Section
                  6(d) of this Agreement.
 
         (b)      CAUSE. The Company may terminate the Executive's employment
                  under this Agreement for Cause. The Executive shall be given
                  written notice of termination, specifying with particularity
                  the basis for termination; and the Executive shall not in such
                  case have to be given an opportunity to cure the basis for
                  such Cause. For the purposes of this Agreement, the Company
                  shall have Cause upon: (A) the commission by the Executive of
                  dishonesty, or for intentional commission of a wrongful or
                  illegal act, or (B) for the willful and continued breach of
                  this Agreement, or (C) the willful and continued failure of
                  the Executive to comply with the policies or procedures of the
                  Company.
 
         (c)      VOLUNTARY RESIGNATION. The Executive may terminate his or her
                  employment for any reason whatsoever.
 
         (d)      INVOLUNTARY TERMINATION. The Company may terminate the
                  Executive's employment at any time for any reason or no
                  reason. A termination under Section 6(a) or (b) will not be
                  considered an Involuntary Termination. For the purpose of this
                  Agreement, Involuntary Termination includes, but is not
                  limited to, the termination of this agreement by the Company,
                  a permanent relocation of the Executive's duties that would
                  require the Executive to commute a distance of more than 90
                  miles further from the Executive's principal place of
                  employment (the Executive shall have 60 days from the
                  notification date of relocation to accept or decline continued
                  employment), or the resignation of Executive within 60 days
                  after an act by the Company which materially reduces the
                  Executive's duties and responsibilities, or a reduction in the
                  Executive's then current annual base salary. The Executive's
                  duties and responsibilities shall not be deemed materially
                  reduced solely by virtue of a change in reporting relationship
                  between the Executive and the Company.
 
         (e)      CHANGE IN CONTROL. At any time within one (1) year following
                  the date in which a Change in Control shall have occurred, the
                  Board may terminate the Executive's employment for any reason
                  whatsoever, or the Executive may terminate his Term of
                  employment as set forth below.
 
                  For purposes of this Agreement, a Change in Control means any
                  one of the following events:
 
                  (1)      The sale by American Physicians Capital, Inc.
                           ("ACAP") of all or substantially all of its assets to
                           a single purchaser or group of associated purchasers;
 
 
 
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                  (2)      The sale, exchange or other disposition of ACAP, in
                           one transaction to any entity or entities not
                           affiliated with ACAP, of more than fifty percent
                           (50%) of the outstanding common stock of ACAP other
                           than by a sale, exchange, or disposition of the
                           common stock of ACAP resulting from a public or
                           private offering of common stock of which offering is
                           sponsored or initiated by ACAP and approved by its
                           Board;
 
                  (3)      The merger or consolidation of ACAP in a transaction
                           in which the stockholders of ACAP receive less than
                           fifty percent (50%) of the outstanding voting stock
                           of the new or continuing entity;
 
                  (4)      A change of more than 50% of the directors of the
                           ACAP Board within any 24-month period; except that, a
                           new director elected pursuant to nomination by a
                           majority of the directors continuing in office will
                           not be considered a change of a director for this
                           purpose.
 
                  (5)      At any time within one (1) year following the date on
                           which a Change in Control shall have occurred, the
                           Executive shall have the right to terminate the
                           Executive's employment upon written notice to the
                           Company.
 
         (f)      NOTICE OF TERMINATION. Any termination by the Company of the
                  Executive's employment pursuant to Section 6(b), (d) or (e)
                  must, in order to be effective, be preceded by a written
                  notice to the Executive ("Notice of Termination") indicating
                  the specific provision of this Agreement relied upon, and for
                  any termination under Section 6(b) setting forth in reasonable
                  detail the facts and circumstances supporting the termination
                  under the provision so indicated, and the Date of Termination.
 
         (g)      DATE OF TERMINATION. "Date of Termination" shall mean (A) if
                  the Executive's employment is terminated by the Executive's
                  death, the date of the Executive's death, or by reason of the
                  Executive's Disability, the date the conditions to constitute
                  a Disability have occurred, or if upon expiration of the Term,
                  the last day of the Term, (B) if the Executive's employment is
                  terminated by the Company pursuant to Section 6(b), 6(d) or
                  6(e), the date specified in the Notice of Termination, and (C)
                  if the Executive's employment is terminated by Executive
                  pursuant to Section 6(c) or 6(e) the date which is ten (10)
                  business days after the date of receipt of the Executive's
                  notice of intention to terminate or such other date as may be
                  agreed by the Executive and the Board.
 
7.       COMPENSATION AND BENEFITS UPON TERMINATION.
 
         (a)      DEATH OR DISABILITY. In the event of the Executive's
                  termination due to the Executive's death or Disability while
                  actively employed, the Company shall pay or provide to the
                  Executive ??or the Executive's named beneficiary (in the event
                  of the Executive's death):
 
                  i        Annual Base Salary - The Executive's earned but
                           unpaid base salary through the Date of Termination;
 
                  ii       Bonus - A prorated portion of the Executive's annual
                           bonus, if any, as determined by the Board based on
                           the actual performance by the Company during its
                           fiscal year of the Executive's death or Disability.
                           Such determination and payment will be made at the
                           same time that bonus consideration and payments, if
                           any, for other senior executives for the same
                           performance period are made; and
 
 
 
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<PAGE>
 
 
 
                  iii      Benefits - The Executive shall be paid or be provided
                           such other benefits for which the Executive is
                           entitled under the terms of any employee benefit plan
                           or program of the Company in which the Executive may
                           be, or may have been, a participant including any
                           earned but unpaid Paid Time Off through the Date of
                           Termination.
 
 
         (b)      CAUSE. In the event the Executive is terminated for Cause, the
                  Executive shall receive only such benefits, if any, as may be
                  provided to Executive under the terms of any employee benefit,
                  incentive, option, stock award and other plans or programs of
                  the Company in which Executive may be, or may have been, a
                  participant and shall be paid any balance of the Executive's
                  earned but unpaid Annual Base Salary and any Paid Time Off for
                  the period through the Date of Termination.
 
         (c)      VOLUNTARY RESIGNATION. In the event the Executive voluntarily
                  terminates his employment while actively employed, or breaches
                  this agreement following termination, the Company shall pay or
                  provide to the Executive only such benefits, if any, as may be
                  provided to him under the terms of any employee benefit plans
                  or programs of the Company in which the Executive may be, or
                  may have been, a participant, and shall be paid any balance of
                  the Executive's earned but unpaid Annual Base Salary and
                  accrued but unpaid Paid Time Off through the Date of
                  Termination.
 
         (d)      INVOLUNTARY TERMINATION/CHANGE OF CONTROL. In the event the
                  Executive's employment is involuntarily terminated under
                  Section 6(d) or Section 6(e), the Company shall pay or provide
                  to the Executive, subject to the Executive signing and
                  delivering to the Company a release and separation agreement
                  reasonably acceptable to the Company:
 
                  i.       Severance Pay - The Executive shall receive a
                           lump-sum severance payment equal to 24 months of the
                           Executive's then current base salary. Within 7 days
                           of the Date of Termination, the Company shall submit
                           to the Executive a release and separation agreement
                           which is consistent with the terms of this Agreement.
                           The severance payment under this subsection will be
                           paid to Executive within 7 days after the release and
                           separation agreement become final and binding; and
 
                  ii.      Bonus - The Executive shall receive one and one-half
                           times the greater of: the full year annual
                           performance bonus at 100% target for the calendar
                           year in which severance occurs, or the average of
                           last 2 performance bonuses paid to the Executive.
                           Such payment will be made within 7 days after the
                           release and separation agreement become final and
                           binding; and
 
                  iii.     Medical & Dental - The Executive shall, upon
                           finalization of the agreement and release, receive a
                           lump-sum payment in the amount of eighteen (18) times
                           the then current monthly premiums for the Executive's
                           medical and dental insurance. All other welfare and
                           insurance benefits shall cease as of the Date of
                           Termination; and
 
                  iv.      Benefit Payment - The Executive shall, upon
                           finalization of the agreement and release, receive a
                           lump-sum payment of $4,000 to be applied toward the
                           purchase of individual disability, life or any other
                           insurances or coverages that terminated upon the
                           Executive's Date of Termination; and
 
 
 
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<PAGE>
 
 
 
                  v.       Long-Term Incentive - The Executive shall receive all
                           awards made to the Executive under long-term
                           incentive plans or programs, pursuant to and subject
                           to the terms set forth in the incentive plans; and
 
                  vi.      401(k) Pension and Supplemental Benefits - The
                           Executive shall be paid or be provided such other
                           benefits for which the Executive is entitled under
                           the terms of any employee benefit plan or program of
                           the Company in which the Executive may be, or may
                           have been, a participant including any earned but
                           unpaid Paid Time Off through the Date of Termination;
                           and
 
                  vii.     The Company shall reimburse the Executive for
                           reasonable attorney fees incurred by the Executive in
                           connection with the enforcement of this Section 7(d).
 
8.       REDUCTION OF PAYMENTS.
 
         Notwithstanding any other provision of this Agreement or of any other
         agreement, understanding or compensation plan, the Company shall not
         pay, and the Executive shall not receive, any payment which, taking
         into account all payments, rights, and benefits whether or not under
         this Agreement, would be deemed to be an "excess parachute payment"
         under Section 280G of the Internal Revenue Code of 1986, as amended,
         and the amount of payment hereunder shall be reduced to the extent
         necessary to ensure that the Executive receives no "parachute payment"
         in connection with such Change in Control if, as determined by the
         Company, the reduction would be beneficial to the Executive.
 
9.       SUCCESSORS AND ASSIGNS.
 
         This Agreement shall not be terminated by voluntary or involuntary
         dissolution of the Company or by the merger or consolidation where the
         Company is not the surviving or resulting corporation. This Agreement
         is binding upon and will be enforceable by the Company and by its
         successors and by the assignees of all or substantially all of its
         business, and by any other corporation into which the Company may be
         merged or consolidated. Upon assignment of this Agreement by Company,
         the provisions of this Agreement, including but not limited to the
         provisions of Section 12, will be enforceable by the company receiving
         the assignment.
 
10.      NON-ASSIGNABILITY BY EXECUTIVE.
 
         The obligations of the Executive hereunder may not be assigned or
         transferred by the Executive in any manner whatsoever, nor are such
         obligations subject to involuntary alienation, assignment or transfer.
 
11.      RELATED COMPANIES.
 
         Notwithstanding Section 9, above, the Company may assign the Executive
         to perform services for other companies that are under common ownership
         or control with the Company, and may assign this Agreement to other
         companies that are under common ownership or control with the Company.
         Such assignment may be made without the Executive's consent.
 
 
 
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12.      PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS; COMPANY
         BUSINESS ASSETS; NON-COMPETE AND NON-SOLICITATION.
 
 
         (a)      CONFIDENTIAL INFORMATION AND TRADE SECRETS. The Executive
                  acknowledges that he or she will be working with or exposed to
                  confidential information and trade secrets, which are the
                  property of the Company and/or its affiliates. Such
                  information includes, but is not limited to: client lists and
                  information; medical data; financial data; sales data;
                  marketing data; policyholder data; claims data; personnel
                  information; business files; contracts; documents; business
                  strategies; business opportunities; any and all information
                  pertaining to potential or actual corporate acquisitions,
                  mergers, consolidations, conversions, joint ventures, or other
                  similar agreements; computer software, software codes, and
                  software documentation, and other documents or information
                  deemed confidential by the Company and so designated to the
                  Executive. During and after employment with the Company, the
                  Executive agrees not to share such information with any person
                  outside of the Company, except upon prior written
                  authorization from the Company following notice to and
                  approval by its Board.
 
         (b)      COMPANY BUSINESS ASSETS. The Parties agree that the business
                  assets of the Company include information regarding Company
                  clients, and relationships with Company clients, and
                  confidential information and trade secrets of the Company,
                  including those items listed in Section 12 (a) above. The
                  Executive also agrees that the work product of the Executive
                  produced in the course of employment with Company will be the
                  property of Company and/or its affiliates. The Executive
                  agrees that the Company and/or its affiliates shall own the
                  copyright, patent, and other property rights in such work
                  product, and that this work product will be work made for hire
                  for copyright purposes. Upon termination of employment, the
                  Executive shall deliver to the Company all work product, and
                  all confidential information and trade secrets, including but
                  not limited to the items listed in Section 12 (a), and the
                  Executive shall not retain any copies. If there is any breach
                  or threatened breach by the Executive of the provisions of
                  this Section or Section 12 (a), the Company shall be entitled
                  to injunctive relief against the Executive or those persons or
                  entities with whom the Executive is then affiliated, and to
                  reasonable damages, including reasonable attorneys' fees. Such
                  reasonable damages shall include at a minimum but not
                  exclusively the amount of any benefit that the Executive would
                  receive from disclosing or using the information.
 
         (c)      NON-SOLICITATION. The Executive agrees that for a period of
                  one (1) year after termination of employment with the Company,
                  the Executive will not directly or indirectly solicit business
                  from or sell any service or product to any clients of the
                  Company or clients of any subsidiary or affiliate of the
                  Company for any types of insurance or other services or
                  products which are offered by or through the Company or its
                  affiliates. Clients include current insureds and any persons
                  or entity insured or serviced for a fee by the Company or its
                  affiliates during the one-year period preceding termination of
                  the Executive's employment. The Executive also expressly
                  agrees that for a period of two (2) years after termination of
                  employment with the Company, the Executive will not directly
                  or indirectly induce, attempt to induce, or enable or support
                  the inducement of any employee to depart from or cease
                  employment with the Company or its affiliates, nor will the
                  Executive interfere with or disrupt the Company's or its
                  affiliates' relationships with other employees. If there is
                  any breach or threatened breach of this Section, the Company
                  and its affiliates shall be entitled to injunctive relief
                  against the Executive or those persons or entities with whom
                  the Executive is then affiliated, and reasonable damages,
                  including reasonable attorneys' fees.
 
 
 
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         (d)      NON-COMPETE. Executive agrees that for a period of one (1)
                  year after termination of employment, Executive will not
                  directly or indirectly accept a position with or provide any
                  managerial or executive services to any business entity which
                  competes with Company or Company's affiliates in their core
                  lines of business, including but not limited to professional
                  liability insurance in any states where Company or its
                  affiliates are doing business in the United States at the time
                  of termination. This non-compete provision applies to
                  providing services to a competitor in any capacity, directly
                  or indirectly, including as an employee, consultant, owner,
                  partner, shareholder (other than a minority shareholder in a
                  publicly traded corporation), and also applies to aiding or
                  assisting any other person or entity in providing such
                  services. Provided that, the Board or CEO of ACAP may give
                  prior written consent to the Executive accepting a position
                  which would otherwise be in violation of this non-compete
                  provision. If there is any breach or threatened breach of this
                  section, the Company and its affiliates shall be entitled to
                  injunctive relief against the Executive and those entities
                  with whom Executive is then affiliated, and reasonable
                  damages, including reasonable attorneys' fees.
 
         (e)      RETURN OF COMPANY PROPERTY. Immediately upon the termination
                  of the Executive's employment with the Company and at any time
                  upon the Company's request, the Executive shall deliver to the
                  Company all the Company property in the Executive's
                  possession, custody or control including notebooks, reports,
                  manuals, programming data, listings and materials, engineering
                  or patent drawings, patent applications, any other documents,
                  files or materials which contain, mention or relate to
                  Confidential Information, and all copies and summaries of such
                  materials whether in written, mechanical, electromagnetic,
                  analog, digital or any other format or medium.
 
         (f)      CONSENT TO MODIFICATION BY THE COURTS. It is the express
                  intention of the parties to this Agreement that, if it should
                  appear that any of the terms or covenants of this section are
                  in conflict with any rule of law or statutory provision of the
                  State of Michigan or any other jurisdiction where this
                  Agreement is being enforced, which conflict would ordinarily
                  render such terms or covenants inoperative or null and void,
                  the parties request that the Courts of such state modify any
                  such term or covenant so that the intention of the parties
                  hereto is carried out to as great a degree and extent as the
                  Court deems reasonable in order to conform with any rule of
                  law or statutory provision regarding restrictive covenants of
                  the State of Michigan or of such other jurisdiction.
 
13.      ARBITRATION OF DISPUTES.
 
         The Executive and the Company agree that any controversy or claim
         arising out of or relating to this Agreement, the breach thereof, or
         the coverage of this arbitration provision shall be settled by
         arbitration, rather than by litigation, administered by the American
         Arbitration Association in accordance with the National Rules for the
         Resolution of Employment Disputes in effect on the date of delivery of
         demand for arbitration. The Executive waives the right to submit any
         discrimination claims or other employment-related claims in a court
         proceeding, and elects instead to submit any such claims to
         arbitration. This Agreement to resolve disputes through arbitration is
         not a waiver of any of the Executive's substantive rights or remedies
         under law, and the arbitrator shall have the authority to grant any
         remedy or relief that could be granted in a court proceeding. The
         arbitration of such issues, including the determination of the amount
         of any damages suffered
 
 
 
 
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<PAGE>
 
 
 
         by either party hereto by reason of the acts or omissions of the other,
         shall be to the exclusion of any court. The decision of the arbitrators
         shall be final and binding on the parties and their respective heirs,
         executors, administrators, successors and assignees. Judgment upon the
         award rendered by the arbitrators may be entered in any court having
         jurisdiction. There shall be three arbitrators, one to be chosen
         directly by each party and the third arbitrator to be selected by the
         two arbitrators so chosen. The arbitration shall be conducted in
         Michigan or at such other location as agreed by the parties. All
         decisions and awards shall be made by a majority of the arbitrators.
         Each party shall pay the fees and expenses of that party's arbitrator
         and any representatives, witnesses and all other expenses related to
         the presentation of that party's case. The cost of the third
         arbitrator, the record or any transcripts, any administrative fees, and
         all other fees and costs shall be borne equally by the parties. The
         arbitrators shall have the authority to award reimbursement of
         reasonable attorneys' fees and other fees and expenses as part of the
         remedy, in accordance with applicable law.
 
         By agreeing to arbitration under this Section, the Company and the
         Executive understand that they are each waiving any right to a trial by
         jury and each party makes that waiver knowingly and voluntarily with
         full consideration of the ramifications of such waiver.
 
         Nothing contained herein shall be construed or interpreted to preclude
         the Company prior to, or pending the resolution of, any matter subject
         to arbitration from seeking injunctive relief in any court for any
         breach or threatened breach of any of the Executive's obligations in
         Section 12 hereof.
 
14.      RESOLUTION OF DISPUTES.
 
         The parties agree that this Agreement will be governed by and
         interpreted in accordance with the laws of the State of Michigan,
         without application of choice of law rules.
 
15.      RIGHT TO INJUNCTIVE AND OTHER RELIEF; CONSENT TO JURISDICTION.
 
 
         (a)      The Executive acknowledges that the Company will suffer
                  irreparable harm, not readily susceptible of valuation in
                  monetary damages, if the Executive breaches any of his
                  obligations in Section 12 of this Agreement. Accordingly, the
                  Executive agrees that the Company shall be entitled to
                  injunctive relief against any breach or prospective breach by
                  the Executive of his obligations in Section 12 in any federal
                  or state court of competent jurisdiction, and the Executive
                  hereby submits to the jurisdiction of any such federal or
                  state court in the State of Michigan for the purposes of any
                  actions or proceedings instituted by the Company to obtain
                  such injunctive relief. Nothing herein shall be construed as
                  prohibiting the Company from pursuing any other remedies
                  available to the Company for such breach or threatened breach,
                  including the recovery of damages from the Executive,
 
         (b)      In addition to the rights set forth in subsection (a), above,
                  if Executive breaches any of Executive's obligations under
                  Section 12 the Company shall be entitled to cease making
                  further payments to the Executive pursuant to clauses (i)
                  through (iv) of Section 7 (d), as well as pursuant to clause
                  (v) of Section 7 (d); and to terminate Executive's rights of
                  participation under clause (v) of Section 7 (d),
 
         (c)      This section shall survive the termination of the Executive's
                  Employment
 
 
 
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<PAGE>
 
 
 
16.      ENTIRE AGREEMENT.
 
         This written Agreement sets forth the entire Employment Agreement
         between the parties, and it supersedes all prior negotiations,
         employment interviews, communications, and understandings between the
         Parties whether written or oral. There are no other Employment
         Agreements between the Parties.
 
17.      AMENDMENT.
 
         This Agreement may not be changed orally but only by a written
         agreement that expressly references this Agreement, signed by the
         Executive and the Company's Chief Executive Officer, and approved by
         its Board of Directors.
 
18.      SEVERABILITY.
 
         The various Sections of this Agreement are severable. If any Section or
         an identifiable part thereof is held to be invalid or unenforceable by
         any court of competent jurisdiction, then such invalidity or
         unenforceability shall not affect the validity or enforceability of the
         remaining Sections or identifiable parts thereof in this Agreement. The
         parties hereto agree that the portion so held invalid, unenforceable or
         void shall, if possible, be deemed amended or reduced in scope, or
         otherwise be stricken from this Agreement, to the extent required for
         the purposes of the validity and enforcement hereof.
 
19.      BENEFICIARIES.
 
         The Executive may select (and change, to the extent permitted under any
         applicable law) a beneficiary or beneficiaries to receive any
         compensation or benefit payable under this Agreement following the
         Executive's death or disability, and may change such election by giving
         the Company written notice thereof. In the event of the Executive's
         death, Disability or a judicial determination of the Executive's
         incompetence, all references in this Agreement to the Executive shall
         be deemed, where appropriate, to refer to the Executive's named
         beneficiary, estate or other legal representative.
 
20.      NOTICES.
 
         All notices which a party is required or may desire to give to the
         other party under or in connection with this Agreement shall be
         sufficient if given by hand delivery or by addressing same to the other
         party as follows: (a) if to the Executive, to: the last known address
         of record with the Company, or (b) if to the Company, to: Attn:
         Secretary, American Physicians Assurance Corporation, 1301 North
         Hagadorn Road, East Lansing, MI 48823; or at such other place as may be
         designated in writing by like notice. Any notice shall be deemed to
         have been delivered when addressed as required herein and deposited
         postage prepaid, in the United States Mail.
 
 
21.      ACTION OF THE BOARD
 
         Any reference in this Agreement to the Board shall include the Board,
         the Compensation Committee thereof and any officers of the Company to
         which the Board or the Compensation Committee thereof has by resolution
         delegated any explicit authority or responsibilities with respect to
         this Agreement.
 
 
 
                                                                              10
<PAGE>
 
 
 
22.      TAX WITHHOLDINGS
 
         All payments to the Executive hereunder shall be subject to such
         withholding of federal, state and local income and excise taxes and to
         such employment taxes as may be reasonably determined by the Company to
         be required.
 
23.      SURVIVAL AND CONTINUATION OF AGREEMENT PROVISIONS.
 
         The termination of the Executive's employment for any reason whatsoever
         shall not operate to terminate this Agreement or otherwise adversely
         affect the respective continuing rights and obligations of the parties,
         including but not limited to, those under Sections 5(b), 7, 8, 9, 12,
         13, 15 and 20 of this Agreement, all of which shall survive the
         effective date of such termination of employment in accordance with
         their respective terms.
 
 
 
EXECUTIVE                             AMERICAN PHYSICIANS ASSURANCE CORPORATION
 
 
---------------------------           -------------------------------------
 
 
 
 
                                      AMERICAN PHYSICIANS CAPITAL, INC.
 
 
                                      -------------------------------------
 
 
 
 
                                                                              11
<PAGE>
                              SUPPLEMENTAL SCHEDULE
 
In 2005, the Company entered into new Executive Employment Agreements with three
(3) officers. Except as set forth below, the three (3) Executive Employment
Agreements are substantially similar in all material respects to the form of
Executive Employment Agreement filed as an Exhibit and, therefore, the specific
Executive Employment Agreements for the each of the officers listed below have
been omitted.
 
 
 
<Table>
<Caption>
OFFICER                   TITLE                   SALARY        SUBJECT TO THE DIRECTION OF         DATE SIGNED
------------------------- ----------------------- ------------- ----------------------------------- -------------------
<S>                       <C>                     <C>           <C>                                 <C>
R. Kevin Clinton          President and Chief     $437,000      Board of Directors of APCapital     February 23, 2005
                          Executive Officer
                          (APCapital)
 
Frank H. Freund           Executive Vice          $300,000      President and Chief Executive       February 23, 2005
                          President, Treasurer,                 Officer and Board of Directors of
                          and Chief Financial                   APCapital
                          Officer (APCapital)
 
Annette E. Flood          Chief Operating         $200,000      President and Chief Executive       February 23, 2005
                          Officer (American                     Officer and Board of Directors of
                          Physicians)                           APCapital
</Table>
 
 
 
                                                                              12

 

TOP OF DOCUMENT

 

FORM OF AMENDMENT NO.1 TO FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

 

Exhibit 10.50

AMENDMENT NO. 1 TO

AMERICAN PHYSICIANS ASSURANCE CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AMENDMENT, dated October 24, 2007, amends the Employment Agreement between American Physicians Assurance Company (the “Company”) and [ ] (the “Executive”) dated as of [ ] (the “Employment Agreement”).

     WHEREAS, certain of the compensation payable under the Employment Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and

     WHEREAS, the Company and the Executive desire to clarify the application of Code Section 409A to the Employment Agreement, effective as of January 1, 2007; and

     WHEREAS, prior to January 1, 2007, the Employment Agreement was administered in good faith compliance with Code Section 409A based on IRS guidance in effect during such time-period.

     NOW THEREFORE, the Employment Agreement is amended as set forth below.

 

1.

 

Section 5(f) “BUSINESS EXPENSES” is amended with the addition of the following sentence at the end of the paragraph:

 

 

 

 

Business expenses shall be submitted to the Company and paid no later than the end of the calendar year in which they are incurred.

 

 

2.

 

The introductory paragraph in 7(d) “INVOLUNTARY TERMINATION/ CHANGES OF CONTROL” is amended and restated in its entirety to read as follows:

 

 

 

 

INVOLUNTARY TERMINATION/CHANGE OF CONTROL. In the event the Executive’s employment is involuntarily terminated under Section 6(d) or 6(c), the Company shall pay or provide to the Executive, subject to the Executive signing and delivering to the Company a release and separation agreement reasonably acceptable to the Company, which shall become final and binding no later than 30 days following the Date of Termination.

 

 

3.

 

Section 7(d)(vii) relating to attorney fees is amended with the addition of the following sentence at the end of the paragraph:

 

 

 

 

The reimbursement of attorney fees shall occur no later than the end of the calendar year following the calendar year in which the attorney fees are incurred.

 

 

4.

 

Section 7(d) (viii) “Specified Employee Delay in Payments” is added to the Employment Agreement to read as follows:

 


 

 

viii.

 

Specified Employee Delay in Payments – If the Executive is a “Specified Employee” as defined in Treasury Regulation 1.409A-1(i) at the time of termination of employment, and the application of Code Section 409A would require compensation under the Employment Agreement that normally would be payable to the Executive during the first six months after termination of employment to be delayed, any delayed payments shall be aggregated and paid to the Executive in a lump sum on the first business day after the lapse of six months following the Executive’s termination of employment.

     IN WITNESS WHEREOF, American Physicians Capital, Inc. has caused this AMENDMENT No. 1 to be executed on this the 25th day of October, 2007.

 

 

 

 

 

 

 

EXECUTIVE

 

AMERICAN PHYSICIANS  
ASSURANCE CORPORATION

 

 

 

 

 

 

 

 

 

BY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMERICAN PHYSICIANS CAPITAL, INC.

 

 

 

 

 

 

 

 

 

 

 

BY: