American Physicians Capital (ACAP) 11-K Annual report of employee stock purchases

United States
Securities and Exchange Commission

Washington, D.C. 20549

Form 11-K

þ	Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended: December 31, 2008
	or
o	Transition Report Pursuant to Section 15(d) of the Securities
	Exchange Act of 1934
	For the transition period from ___ to ___

Commission File Number: 000-32057

American Physicians Assurance Corporation Retirement Plan

(Full Title of Plan)

American Physicians Capital, Inc.
1301 N. Hagadorn Road
East Lansing, MI 48826-1471

(Name of Issuer of the Securities Held Pursuant to the Plan and the Address of its Principal
Executive Office)

American Physicians Assurance
Corporation Retirement Plan
Audited Financial Statements
and Supplemental Schedules

Years ended December 31, 2008 and 2007
with Report of Independent Registered Public Accounting Firm

TABLE OF CONTENTS

EX-23.1

American Physicians Assurance Corporation
Retirement Plan

Audited Financial Statements and Supplemental Schedules
Years Ended December 31, 2008 and 2007

Contents

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedules*
Schedule of Assets (Held at End of Year)	14
Schedule of Assets Both Acquired and Disposed of Within the Plan Year	15
Signature	16
Exhibit 23.1-Consent of Independent Registered Public Accounting Firm	17

* Other schedules required by Section 2520.103.10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure Under ERISA have been omitted because they are not applicable.

American Physicians Assurance Corporation
Retirement Plan

Report of Independent Registered Public Accounting Firm

Board of Directors
American Physicians Assurance Corporation
East Lansing, Michigan

We have audited the accompanying statements of net assets available for benefits of American Physicians Assurance Corporation Retirement Plan (the “Plan”) as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of Assets (Held at End of Year) and Assets Both Acquired and Disposed of Within the Plan Year as of and for the year ended December 31, 2008 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

BDO Seidman, LLP
Grand Rapids, Michigan

June 29, 2009

1

American Physicians Assurance Corporation
Retirement Plan

Statements of Net Assets Available for Benefits
December 31, 2008 and 2007

	December 31,
	2008		2007
Investments, at fair value:
Guaranteed Income Fund	$	3,125,391	$	2,244,113
Other participant-directed investments		11,894,949		18,461,134
Participant loans		196,753		70,461
Total investments		15,217,093		20,775,708
Contribution receivable — employer		552,766		507,994
Net assets available for benefits	$	15,769,859	$	21,283,702

The accompanying notes are an integral part of the financial statements.

2

American Physicians Assurance Corporation
Retirement Plan

Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2008 and 2007

	Year Ended December 31,
	2008			2007
Additions:
Participant contributions	$	944,625		$	966,269
Participating Employers’ contributions		977,351			906,202
Rollover contributions		76,860			153,336
Interest and dividend income		118,973			74,754
Net realized and unrealized (depreciation) appreciation in fair value of investments		(6,065,716	)		1,001,704
Total additions		(3,947,907	)		3,102,265
Deductions:
Benefit payments		1,563,835			2,424,679
Miscellaneous fees		2,101			1,652
Total deductions		1,565,936			2,426,331
Net (decrease) increase in assets available for benefits		(5,513,843	)		675,934
Net assets available for benefits at beginning of year		21,283,702			20,607,768
Net assets available for benefits at end of year	$	15,769,859		$	21,283,702

The accompanying notes are an integral part of the financial statements.

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

1. Description of the Plan

The following is a description of the American Physicians Assurance Corporation Retirement Plan (“the Plan”) and provides only general information. Plan participants should refer to the Plan document or the summary Plan description for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan which covers employees of American Physicians Assurance Corporation, Inc., the Plan’s Sponsor (“Plan Sponsor”) and Alpha Advisors, a participating employer, collectively referred to as the “Participating Employers.” Prudential Retirement Insurance and Annuity Company (“Prudential”) is the Plan’s trustee.

There are two ways in which employees may participate in the Plan. Employees are eligible to participate in the Plan as of January 1 or July 1. Following the completion of 3 months and 250 hours of service, and having reached the age of 21, employees may elect to participate in the contributory component of the Plan (“401(k)”). Following 6 months and 500 hours of service, and having reached the age of 21, employees begin participating in the non-contributory component of the Plan. The Plan’s operations are subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

Contributions

For the 401(k) component of the Plan, participants can elect to defer and contribute to the Plan up to 50 percent of their pre-tax annual compensation, as defined in the Plan, not to exceed limitations contained in Internal Revenue Code (“IRC”) Section 402(g). The Participating Employers make a contribution equal to 100 percent of the participant’s deferred compensation, up to three percent of the participant’s eligible compensation, plus 50 percent of the participant’s deferred compensation which exceeds three percent but does not exceed five percent of the participant’s eligible compensation. As discussed in Note 6, Plan Amendment and Restatement, beginning in 2007, the Plan was amended to a add true-up match contribution. The true-up match ensures that participants receive the maximum Participating Employer contribution for the Plan year if the participant’s have deferred and contributed at least five percent of the participant’s pre-tax compensation for the Plan year. Participants may also contribute amounts representing distributions from other qualified plans.

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

1. Description of the Plan (continued)

Contributions (continued)

In addition, each year the Participating Employers contribute to the non-contributory component of the Plan five-percent of the eligible compensation of each eligible participant. The eligible compensation amount used in determining a participant’s contribution is based on eligible earnings, which include base salary, bonus, overtime and commissions, up to established Internal Revenue Service limits. Participants must be employed on December 31 to be eligible for a contribution to the non-contributory component of the Plan. Forfeitures reduce the total contribution made by the Participating Employers. Forfeitures of the non-vested accounts of terminated employees used to reduce employer contributions were $2,049 and $18,652 for the Plan years ended December 31, 2008 and 2007, respectively.

At December 31, 2008, there was a total contribution receivable of $552,766, which is comprised of $543,298 for the non-contributory portion of the plan, and $9,468 for the 401(k) true-up match contribution. Both amounts were paid by the Participating Employers in first quarter of 2009.

Participants’ Accounts

Each participant’s account is credited with the participant’s deferrals, the Participating Employers’ contribution and the earnings of the participant’s accounts. The participant’s account earnings are based on the number of units of each fund owned by the participant, and vary from participant to participant based on the investment fund options that each individual participant has elected. The benefit to which a participant is entitled in the event of death, disability or separation from service, is the vested total of the participant’s account balance.

Vesting

Relative to the 401(k) component of the Plan, participants are immediately vested in both voluntary employee deferrals and Participating Employers’ matching contributions related to the voluntary employee deferrals, plus earnings thereon.

Vesting for the non-contributory component of the Plan is calculated ratably over five years of credited service.

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

1. Description of the Plan (continued)

Investment Options

Upon enrollment in the Plan, a participant may self-direct employee and employer contributions to any of the 16 investment funds that are available under the Plan. In addition, participants may purchase American Physicians Capital, Inc. (“APCapital”) common stock, through the service provider under contract with the trustee of the Plan, Prudential Financial Services. APCapital is the parent company of the Participating Employers. There are limits as to how much of a participant’s account may be invested in APCapital common stock. These limits are described in Note 6, Plan Amendments and Restatement. In addition, participants may transfer funds to a self-directed brokerage account option under the Plan. The initial transfer into the self-directed brokerage account from other fund options must be at least $2,500, and subsequent transfers to the fund account must be in amounts of at least $1,000. However, employee deferrals and employer contributions may not be directed to the self-directed brokerage account.

Voting Rights

Each participant who owns an interest in the APCapital common stock through the Plan is entitled to exercise voting rights attributable to the shares allocated to his or her participant account and is notified by the trustee prior to the time that such rights are to be exercised. If the trustee does not receive timely instructions, the trustee shall vote all such shares in the same proportion as the shares for which voting instructions were received from participants.

Payment of Benefits

On termination of service due to retirement, death, disability, or separation, a participant may elect to receive a lump-sum amount equal to the value of his or her account balance. If a participant’s account balance is less than $1,000, a single lump sum payment is required. Benefits are recorded when paid. At December 31, 2008 and 2007, there were no distributions requested, but not yet paid.

Participant Loans

A participant may borrow from the Plan an amount not in excess of 50% of the participant’s vested account balance. In no event can the participant borrow less than $1,000 or more than $50,000. Loans are for a period not exceeding five years, except in the case of loan proceeds used to acquire a principal residence. Loans bear interest at an agreed-upon percentage based on prevailing market rates at the time a participant loan is made, ranging from 6.00% to 10.25% at December 31, 2008.

6

American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

2. Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan have been presented on the accrual basis.

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies to reporting periods beginning after November 15, 2007. As of January 1, 2008, the Plan has adopted SFAS No. 157. (See Note 4, Fair Value Measurements.) There was no material impact to the financial statements of the Plan upon adoption of SFAS No. 157.

Investment Valuation and Income Recognition

Pooled Separate Accounts
The value of the units held in pooled separate accounts are based on quoted market prices of the underlying investments and are based on the net asset value of the shares held by the Plan at year end.

The fair value of participation units in pooled separate accounts is based on quoted redemption value on the last business day of the year. Investments in common stock and mutual funds are stated at fair value based on quoted market prices. Participant loans are valued at cost, which approximate fair value.

The Guaranteed Income Fund is supported by a group annuity insurance contract issued by Prudential Retirement Insurance and Annuity Company (“PRIAC”). Participants may ordinarily withdraw or transfer all or a portion of their Guaranteed Income Fund account balance at contract value. The contract is effected directly between the Plan Sponsor and the issuer and the repayment of principal and interest credited to participants is a financial obligation of the issuer. Interest is credited on contract balances using a single “portfolio rate.” Under this methodology, a single interest crediting rate is applied to all contributions made to the product regardless of the timing of those contributions. Interest crediting rates are reviewed on a semi-annual basis for resetting, and are based on many factors, including current economic conditions, the general interest rate environment and both the expected and actual experience of a reference portfolio within the issuer’s general account. The minimum crediting rate under the contract is 1.50%. The average yields earned by the Plan under the contract for the years ended December 31, 2008 and 2007, were 3.55% and 3.70%, respectively, which was not materially different than the average yield credited to the participant’s accounts. Given these provisions, the contract is deemed to be fully benefit responsive.

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

2. Significant Accounting Policies (continued)

Generally, there are not any events that could limit the ability of the Plan to transact at contract value or that would allow the issuer to terminate the contract and which would require the Plan Sponsor to settle at an amount different than contract value.

Accounting principles generally accepted in the United States of America, or US GAAP, require that fully benefit-responsive investment contracts be reported at fair value rather than contract value with an offsetting asset or liability in the Statement of Net Assets Available for Benefits for the difference between contract value and fair value. As the interest rate credited to participants’ accounts that are part of the Guaranteed Income Fund is adjusted semi-annually and PRIAC’s excellent credit rating, the contract value of the Guaranteed Income Fund is deemed to approximate its fair value.

Purchases and sales of investments are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. The change in the difference between current value and the cost of investments is reflected as net realized and unrealized appreciation or depreciation in fair value in the statements of changes in net assets.

All income, as well as all investment gains and losses, are allocated to each participant’s account in the proportion that each participant’s account balance bears to the total of all account balances for each particular fund.

Administrative Expenses

Administrative expenses, with the exception of certain investment expenses of the Plan, were paid by the Participating Employers.

Risks and Uncertainties

The Plan’s investments ultimately consist of stocks, bonds, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statement of assets available for benefits.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

Reclassifications

Miscellaneous fees for the year ended December 31, 2007 in the Statement of Changes in Net Assets Available for Benefits have been reclassified out of benefit payments to a separate line item to conform to the current year presentation.

3. Participant-Directed Investments

At December 31, 2008 and 2007, the following investments, at fair value, exceed five-percent of the value of Plan net assets available for benefits:

	December 31,
	2008		2007
Guaranteed Income Fund	$	3,125,391	$	2,244,113
T Rowe Price Growth Stock		2,441,617		1,246,962
Lge Cap Val/LSV Asset Mgmt		2,334,905		*
Core Bond Enhan Index		1,738,236		*
Thorn Inter Value R4		1,539,550		*
Lifetime Balanced Fd		*		5,068,534
Mid Cap Value/Well Mgmt		*		1,469,152
Small Cap Growth/TimesSq		*		1,188,049
Intern Val/LSV Asset Mgt		*		1,164,095

* Fair value does not exceed five-percent of the value of Plan assets available for benefits at the respective year end.

During 2008 and 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

	For the Year Ended
	December 31,
	2008			2007
Mutual funds	$	(284,359	)	$	20,102
Common stock of Participating Employers’ parent company		49,684			10,672
Self-directed brokerage accounts		(59,762	)		(58,749	)
Pooled separate accounts		(5,771,279	)		1,029,679
Net realized and unrealized appreciation in fair value of investments	$	(6,065,716	)	$	1,001,704

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

4. Fair Value Measurements

Effective January 1, 2008, the Plan adopted SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS No. 157 are described below:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The Guaranteed Income Fund fair value is presumed to be contract value in light of the creditworthiness of the issuer, PRIAC, and the frequent adjustment in the crediting interest rate as described in Note 2. Pooled separate accounts whose sole asset is an underlying mutual fund are reported at fair value based on the quoted market prices of the underlying mutual funds. Pooled separate accounts that consist of investment funds made up of a variety of different investment assets are valued based on the aggregate fair value of the underlying assets. The units of these pooled separate accounts are not actively traded. Accordingly, each individual underlying asset is evaluated to determine where its fair value measurement falls within the fair value hierarchy. The entire pooled separate account fund is then included within the fair value hierarchy based on the lowest level of any asset, or group of assets, that is significant to the overall fair value measurement.

The fair value of mutual funds is based on quoted market prices as they are actively traded. The fair value of common stocks traded in active markets is also based on quoted market prices. The Plan held no common stocks that are not considered to be actively traded at December 31, 2008. Corporate bonds frequently do not have daily trading activity. As such their fair values are based on pricing model outputs that use such observable inputs as bid and ask quotes, prices for similar instruments that are actively traded and benchmark yields. The fair value of cash in interest bearing accounts is based on the account balance.

The following tables set forth by level within the fair value hierarchy the Plan’s investment assets at fair value as of December 31, 2008. As required by SFAS No. 157, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

	Total		Level 1		Level 2		Level 3
Guaranteed income fund	$	3,125,391	$	—	$	3,125,391	$	—
Pooled separate accounts		9,678,645		—		9,678,645		—
Mutual funds		1,713,817		1,713,817		—		—
Common stock of Plan Sponsors’ parent company		405,004		405,004		—		—
Self directed brokerage accounts’
Cash		42,675		42,675		—		—
Common stock		30,733		30,733		—		—
Corporate bonds		24,076		—		24,076		—
Participant Loans		196,753		—		196,753		—
Total	$	15,217,093	$	2,192,229	$	13,024,864	$	—

The Plan held no investment assets at fair value classified within level 3 of the fair value hierarchy. Accordingly, the required reconciliation of changes in the fair value of level 3 assets between the beginning and end of the Plan year has been omitted.

5. Related-Party Transactions

The Plan does not consider Participating Employers’ contributions to the Plan to be party-in-interest transactions.

Plan investments include publicly traded common stock of APCapital, Inc., the parent company of the Plan’s Participating Employers.

Certain plan investments are funds managed by Prudential, the Plan’s trustee, and as such are considered party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund and charged to each participants’ account on a pro rata basis.

6. Plan Amendment and Restatement

On October 1, 2007, the Plan was amended and restated to comply with certain provisions of the Pension Protection Act of 2006. The changes to the Plan affected by the amendment are as follows.

• Upon termination of employment, a participant’s non-vested assets are placed in a participant-level forfeiture account subject to investment gains/losses. Assets remain in this account until the participant either 1) takes a distribution of vested assets or 2) incurs a five-year break-in-service. At the time of distribution or the five-year break-in-service, non-vested dollars are forfeited to the Plan and may be used to offset Participating Employers’ contributions to the Plan. This change was effective for all employee terminations occurring on or after January 1, 2008. Prior to January 1, 2008,

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

non-vested amounts forfeited by participants upon termination were immediately available to offset Participating Employer contributions.

• Effective January 1, 2008, the Plan included Auto-Enrollment and Auto-Escalation features. Auto-Enrollment occurs on the first eligible enrollment date upon an employee satisfying eligibility requirements (January 1 or July 1). Thereafter, auto-enrollment will occur for anyone previously eligible, but not participating, at the beginning of each plan year (January 1). The deferral rate for participants auto-enrolled will default to a three percent pre-tax contribution. Prior to adding the Auto-Enrollment feature, eligible employees had to positively affirm their participation in the Plan. Auto-Escalation occurs at the beginning of each plan year (January 1 or the closest payroll thereafter) for all participants and will increase the employee deferral rate in one percent increments until a participant reaches a six percent contribution rate. Previously, participants had to elect to make an increase, or other change, in their deferral rate.

• Effective January 1, 2008, participants were allowed to allocate only 20% of their on-going deferrals into APCapital stock. Participants may transfer dollars from any fund in their account to APCapital stock, provided the transaction does not cause the balance of APCapital stock to exceed 20% of the participant’s account balance. Participants are not required to liquidate their APCapital stock holdings should they exceed 20% of their portfolio due to market value changes. Prior to January 1, 2008, participants were able to allocate up to 50% of their on-going deferrals to, and have up to 50% of their account balance invested in APCapital stock.

• As discussed in Note 1, Contributions, the Participating Employers’ 401(k) matching contribution is based on the participant’s elected deferral percentage. The matching contribution is calculated on a per payroll basis, and a participant receives the match only if they are making a contribution in that pay period. This could result in a participant making an annual contribution to the Plan equal to five percent of their pre-tax compensation for the Plan year, but not receiving the full Participating Employer match, which would amount to four percent of the participant’s pre-tax compensation for the Plan year. As a result, the Plan was amended to include a true-up match after the end of the Plan year. The true-up match is determined by looking at the annual pre-tax contribution for each participant and, if the participant contributed five percent or more of their pre-tax compensation during the Plan year, and the maximum Participating Employer match has not been made, the difference is then contributed to the participant’s account in the subsequent Plan year. This true-up match was in effect for both the 2008 and 2007 Plan year, and resulted in an additional matching contribution from the Participating Employers’ of $9,468 and $14,401 for Plan years 2008 and 2007, respectively.

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American Physicians Assurance Corporation
Retirement Plan
Notes to Financial Statements
December 31, 2008 and 2007

7. Income Tax Status

The Plan obtained its latest determination letter on November 15, 2002, in which the Internal Revenue Service stated that the plan and related trust, as then designed, were in accordance with applicable requirements of the Internal Revenue Code (“IRC”). The Plan has been amended and restated since receiving the determination letter. However, the Plan administrator and the Plan’s legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

8. Plan Termination

Although they have not expressed any intent to do so, the Participating Employers have the right under the Plan to discontinue contributions at any time and terminate the Plan, subject to the provisions of ERISA.

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American Physicians Assurance Corporation
Retirement Plan
Schedule H, line 4i
Schedule of Assets (Held at End of Year)

December 31, 2008

	(b) Identity of Issue, Borrower,	(c) Description of Investment Including Maturity Date,			(e) Current
(a)	Lessor or Similar Party	Rate of Interest, Collateral, Par or Maturity Value		(d) Cost +	Value
*	Prudential Retirement Ins.	Guaranteed Income Fund	93,153.1520 Units		$	3,125,391
*	Prudential Retirement Ins.	T Rowe Price Growth Stock	119,978.1159 Units			2,441,617
*	Prudential Retirement Ins.	Lge Cp Val/LSV Asset Mgmt	195,750.2031 Units			2,334,905
*	Prudential Retirement Ins.	Core Bond Enhan Index	100,816.4741 Units			1,738,236
	Thornburg Invest Mgmt	Thorn Inter Value R4	81,114.3283 Units			1,539,550
*	Prudential Retirement Ins.	Small Cap Growth/TimesSq	36,862.6552 Units			657,688
*	Prudential Retirement Ins.	Mid Cap Value/Well Mgmt	48,237.0827 Units			632,524
*	Prudential Retirement Ins.	Mid Cap Growth/Artisan	76,926.4033 Units			631,932
*	Prudential Retirement Ins.	Small Cap Val/Kennedy Fd	57,372.6304 Units			556,347
*	Prudential Ret. Brokerage Svcs	American Physicians Capital, Inc. Common Stock	9,420.0512 Shares			405,004
*	Prudential Retirement Ins.	Oppenheimer Global Fund	3,685.3871 Units			189,345
	Invesco AIM	AIM Developing Markets A	11,487.5879 Units			174,267
*	Prudential Retirement Ins.	LCV/Barrow Hanley Fund	12,615.2699 Units			134,719
*	Prudential Retirement Ins.	Intern Val/LSV Asset Mgt	14,329.3091 Units			116,597
*	Prudential Retirement Ins.	AllianceBernstein Balanc	6,068.8056 Units			99,588
*	Prudential Ret. Brokerage Svcs	Self Directed Brokerage Accounts	97,484.0100 Units			97,484
*	Prudential Retirement Ins.	Dryden S&P 500 Index Fund	1,743.9065 Units			96,695
*	Prudential Retirement Ins.	Davis NY Venture Cl A Shr	1,928.0135 Units			48,452
						15,020,340
*	Participant Loans	Interest rates of 6.00% to 10.25% maturing between 2009 and 2013				196,753
	Total Investments				$	15,217,093

*	Denotes a party-in-interest.
+	Information not required per Department of Labor reporting requirements.

Employer identification number: 38-2102867
Three digit plan number: 002

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American Physicians Assurance Corporation
Retirement Plan
Schedule H
Schedule of Assets Both Acquired and Disposed of Within the Plan Year

December 31, 2008

		(c) Cost of		(d) Proceeds of
(a) Issue or Identity of Party for Fund	(b) Description of Investment	Acquisitions		Disposition
NYMEX Holdings Inc. Com	Corporate Stock - Common	$	28,248	$	29,217

Employer identification number: 38-2102867
Three digit plan number: 002

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Signatures

      Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Physicians Assurance Corporation Retirement Plan
Date: June 29, 2009	/s/ Frank H. Freund
	Frank H. Freund, Chief Financial Officer American Physicians Capital, Inc.

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