AMERICAN PHYSICIANS CAPITAL, INC.
15,000 CAPITAL SECURITIES
FLOATING RATE CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000.00 PER CAPITAL SECURITY)
April 25, 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 4th Floor
New York, New York 10019
Ladies and Gentlemen:
American Physicians Capital, Inc., incorporated and existing under the laws of the State of Michigan (the
"Company"), and its financing subsidiary, American Physicians Capital Statutory Trust I, a Connecticut statutory
trust (the "Trust," and hereinafter together with the Company, the "Offerors"), hereby confirm their agreement
(this "Agreement") with you as placement agents (the "Placement Agents"), as follows:
SECTION 1. ISSUANCE AND SALE OF SECURITIES.
1.1 INTRODUCTION. The Offerors propose to issue and sell at the Closing (as defined in Section 2.3.1
hereof) 15,000 of the Trust's Floating Rate Capital Securities, with a liquidation amount of $1,000.00 per capital
security (the "Capital Securities"), to I-Preferred Term Securities II, Ltd., a company with limited liability
established under the laws of the Cayman Islands (the "Purchaser") pursuant to the terms of a Subscription
Agreement entered into, or to be entered into on or prior to the Closing Date (as defined in Section 2.3.1
hereof), between the Offerors and the Purchaser (the "Subscription Agreement"), the form of which is attached
hereto as Exhibit A and incorporated herein by this reference.
1.2 OPERATIVE AGREEMENTS. The Capital Securities shall be fully and unconditionally guaranteed on a
subordinated basis by the Company with respect to distributions and amounts payable upon liquidation,
redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee
Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank
National Association ("U.S. Bank"