AMENDMENT NO. 1 TO
AMERICAN PHYSICIANS CAPITAL, INC.
STOCK COMPENSATION PLAN
This Amendment No. 1 to the American Physicians Capital, Inc. Stock Compensation Plan (the "Plan") is made
this 29th day of November, 2006 pursuant to Section 7.07(B) of the Plan following approval by the Board of
Directors of American Physicians Capital, Inc. This Amendment No. 1 shall be effective as of the date hereof.
1. Section 1.06 is amended by adding the following sentence at the end of such section:
Shares which are tendered or withheld and canceled in connection with the payment of the purchase price and
tax withholding obligation upon exercise of an Option pursuant to Section 2.04 shall in no event be available for
future grants and awards under the Plan.
2. Section 2.04 is amended and restated in its entirety as follows:
2.04 PAYMENT FOR OPTION SHARES. The purchase price for shares of Common Stock to be acquired
upon exercise of an Option granted hereunder shall be paid in full (a) in cash or by personal check, bank draft or
money order at the time of exercise, (b) if permitted by the Committee, by tendering shares of Common Stock
that have been held at least six months, which are freely owned and held by the Participant independent of any
restrictions, hypothecations or other encumbrances, duly endorsed for transfer (or with duly executed stock
powers attached), and which have a Fair Market Value on such date equal to the purchase price of the shares to
be acquired upon such exercise,
(c) at the discretion of the Committee, as set forth in a Participant's Option Agreement, by delivery to the
Company of a properly executed exercise notice, acceptable to the Company, together with irrevocable
instructions to the Participant's broker to deliver to the Company sufficient cash to pay the exercise price and any
applicable income and employment withholding taxes, in accordance with a written agreement between the
Company and the brokerage firm, (d) by delivery to the Company of a proper