Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At its regular meeting on October 29, 2009, the Board of Directors of American Physicians Capital, Inc. (the "Company") adopted several amendments to Article XI Indemnification of the Company's Bylaws, effective immediately, that:
A. Amends and restates the first sentence of Section 11.01 and in Section 11.02 to make explicit that indemnification is required to the fullest extent permitted by law;

B. Amends and restates first sentence of Section 11.06(1) to conform to the requirements of Section 11.03 and to the recent language change in the Michigan Business Corporation Act;

C. Amends and restates Section 11.06(1)(d) to conform to the language in the associated section of the Michigan Business Corporation Act;

D. Amends Section 11.06(2) to conform to the language in the associated section of the Michigan Business Corporation Act;

E. Conforms language in Section 11.09 to the Michigan Business Corporation Act, and added language to the first and second sentence of this section to make the language consistent with Section 11.06(2);

F. Amends and restates Section 11.13 by adding the last sentence to conform to the language to the Michigan Business Corporation Act; and

G. Amends and restates Section 11.16 to allow the Company 10 days after making the determination and authorization to make payment, after which the individual may sue to enforce their rights against the Company and, if successful, also receive expenses incurred in enforcing the claim.

Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3.2 Bylaws of American Physicians Capital, Inc. (as amended and restated October 29, 2009)

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