TERMINATION OF STANDSTILL AGREEMENT

Exhibit 9

TERMINATION OF STANDSTILL AGREEMENT

THIS TERMINATION OF STANDSTILL AGREEMENT (“Termination”), effective this 25th day of October, 2007, is made by and between American Physicians Capital, Inc., a Michigan corporation (“ACAP”), on the one hand, and Xxxxxxxx Value Partners II, L.P., Xxxxxxxx Value Partners V, L.P., Xxxxxxxx Associates, L.P., Xxxxxxxx Partners, L.P., Xxxxxxxx Value, LLC, Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx X. Xxxxxxxxx (collectively, the “Xxxxxxxx Group”) on the other.

WHEREAS, ACAP and certain members of the Xxxxxxxx Group are parties to a Standstill Agreement, effective November 10, 2004 (the “Standstill Agreement”); and

WHEREAS, ACAP and the Xxxxxxxx Group have agreed that it is in their mutual interests to terminate the Standstill Agreement as hereinafter described.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the parties hereto mutually agree as follows:

1. The Standstill Agreement is hereby terminated in all respects, effective as of the date hereof; provided that Section 9(c) of the Standstill Agreement shall survive such termination as contemplated therein.

2.         Notwithstanding anything in the Standstill Agreement to the contrary, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxx shall not be required to tender their resignations from the Board of Directors of ACAP (or any committee thereof) solely as a result of the termination of the Standstill Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Termination as of the day and year first above written.

AMERICAN PHYSICIANS CAPITAL, INC.		/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
/s/ R. Xxxxx Xxxxxxx
By:       R. XXXXX XXXXXXX                President and CEO		/s/ Xxxxxx Xxxxxxxx
		Xxxxxx Xxxxxxxx
XXXXXXXX VALUE PARTNERS II, X.X.		XXXXXXXX VALUE, LLC
/s/ Xxxxxx Xxxxxxxx		/s/ Xxxxxx Xxxxxxxx
By:       XXXXXXXX VALUE LLC                General Partner, by Xxxxxx Xxxxxxxx,                Managing and Sole Member		By:       XXXXXX XXXXXXXX                Managing and Sole Member

XXXXXXXX VALUE PARTNERS V, L.P.

/s/ Xxxxxx Xxxxxxxx

By:       XXXXXXXX VALUE LLC

General Partner, by Xxxxxx Xxxxxxxx,

Managing and Sole Member

XXXXXXXX ASSOCIATES, L.P.


/s/ Xxxxxx Xxxxxxxx

By:       XXXXXXXX VALUE LLC
               General Partner, by Xxxxxx Xxxxxxxx
               Managing and Sole Member

XXXXXXXX PARTNERS, L.P.

/s/ Xxxxxx Xxxxxxxx

By:       XXXXXX XXXXXXXX

General Partner

/s/ Xxxx Xxxxxxxx

Xxxx Xxxxxxxx