On August 28, 2009, the Board of Directors of the registrant approved and adopted Amended and Restated Bylaws effective as of August 28, 2009. The amendments effected by the Amended and Restated Bylaws include the following:

Article I. Meetings of Shareholders
Section 7. Quorum and Voting Requirements

This section has been amended to provide that shareholder action on all matters (other than the election of directors) shall be approved if the votes cast favoring the action exceed the votes cast opposing the action. Previously, approval was by majority vote of shares present at the meeting. This change was made to conform to Florida law.

Article II. Directors
Section 2. Qualifications.

This section has been amended to provide that members of the registrant's Board of Directors shall be between 18 and 73 years of age; provided, that any director who is elected prior to becoming 73 years of age may continue to serve as a Director until the next annual meeting of shareholders after that Director reaches the age of 73. Previously, members of the Board of Directors were required to be between 18 and 70 years of age; provided, that any director who was elected prior to becoming 70 years could complete his or her current term.

(d) Exhibits Exhibit Number Description of Exhibit

            3.1            Amended and Restated Bylaws of FPIC
                           Insurance Group, Inc., effective August
                           28, 2009