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                                                                   EXHIBIT 10.39

                               AMENDMENT NO. 1 TO
                              STANDSTILL AGREEMENT

      THIS AMENDMENT NO. 1 (this "Amendment"), dated October 31, 2002, to the
STANDSTILL AGREEMENT ("Agreement"), dated the 20th day of February 2002, is made
by and between American Physicians Capital, Inc., a Michigan corporation
("ACAP"), on the one hand, and Stilwell Value Partners III, L.P., Stilwell Value
Partners V, L.P., Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell
Value, LLC, The Margaret de Fleur Foundation, Inc., and Joseph Stilwell
(collectively, the "Stilwell Group"), and Spencer L. Schneider ("Stilwell
Director") on the other.

      WHEREAS, ACAP, the Stilwell Group and the Stilwell Director have agreed
that it is in their mutual interests to enter into this Amendment 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. Section 7 of the Agreement is hereby amended and restated in its
entirety as follows:

      The Stilwell Group has requested that the ACAP Board shall authorize the
      repurchase of a sufficient number of its outstanding shares of common
      stock so that (i) the number of shares outstanding on December 31, 2002 is
      at least fifteen percent (15%) less than the number of shares outstanding
      on December 31, 2001, and (ii) the number of shares outstanding on
      December 31, 2003 is at least fifteen percent (15%) less than the number
      of shares outstanding on the earlier of (x) December 31, 2002 or (y) the
      date on which the number of shares outstanding was at least fifteen
      percent (15%) less than the number of shares outstanding on December 31,
      2001. For purposes of this paragraph, outstanding shares shall mean all
      shares entitled to vote, and shall exclude all treasury shares. ACAP
      agrees that, in light of all factors its Board considers appropriate, the
      Board shall promptly consider increasing ACAP's existing share repurchase
      program and in particular consider the request of the Stilwell Group, and
      that the Board will further monitor such repurchase program during fiscal
      2002 and 2003 in light of all relevant factors, including among others,
      whether ACAP's shares are trading below the book value per share of ACAP
      and its consolidated subsidiaries, the availability and alternative uses
      of ACAP's excess capital, regulatory considerations, the reaction of
      rating agencies to any proposed repurchase, and the market price of ACAP's
      shares. Notwithstanding the foregoing, ACAP shall not be required to
      authorize or consummate any repurchases described herein (i) if the ACAP
      Board determines in good faith that such action is not in the best
      interests of ACAP or its shareholders, or (ii) if any governmental
      regulatory agency threatens or commences regulatory action against ACAP or
      any of its subsidiaries as a direct or indirect result of such
      repurchases.

      2. Except as specifically set forth above, this Amendment shall not be
deemed to amend the terms and conditions of the Agreement in any respect.

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      3. Unless otherwise defined to the contrary herein, all capitalized terms
used in this Amendment shall have the meaning set forth in the Agreement.

      4. This Amendment may be executed in counterpart in accordance with
Section 17 of the Agreement.

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

AMERICAN PHYSICIANS CAPITAL, INC.                /s/ Spencer L. Schneider
                                                 ------------------------------
                                                    Spencer L. Schneider

/s/ William B. Chesseman
---------------------------------------
By:  WILLIAM B. CHEESEMAN                        /s/ Joseph Stilwell
     President and CEO                           ------------------------------
                                                 Joseph Stilwell

STILWELL VALUE PARTNERS III, L.P.

/s/ Joseph Stilwell
---------------------------------------
By:  STILWELL VALUE LLC
General Partner, by Joseph Stilwell,
     Managing and Sole Member

STILWELL VALUE PARTNERS V, L.P.

/s/ Joseph Stilwell
---------------------------------------
By:  STILWELL VALUE LLC
General Partner, by Joseph Stilwell,
     Managing and Sole Member

STILWELL ASSOCIATES, L.P.

/s/ Joseph Stilwell
---------------------------------------
By:  STILWELL VALUE LLC
General Partner, by Joseph Stilwell
Managing and Sole Member

STILWELL PARTNERS, L.P.

/s/ Joseph Stilwell
---------------------------------------
By:  JOSEPH STILWELL
     General Partner

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STILWELL VALUE, LLC

/s/ Joseph Stilwell
---------------------------------------
By:  JOSEPH STILWELL
     Managing and Sole Member

THE MARGARET DE FLEUR
  FOUNDATION, INC.

/s/ Joseph Stilwell
--------------------------------------
By:  JOSEPH STILWELL
     President

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