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
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