Exhibit 10.10


 


AMCOMP INCORPORATED

701 U.S. Highway One, Suite 200

North Palm Beach, Florida 33408


           , 2005


To:


We are pleased to inform
you that on             you were granted a stock option pursuant
to the          Stock Option
Plan (the “Plan”) of AmCOMP Incorporated (the “Company”) to purchase     
shares (the “Shares”) of Common Stock, par value $.01 per share, of the
Company, at a price of $     per Share.


No part of the option is
currently exercisable.  The option may be
exercised, in whole or in part, with respect to     
Shares on or after            ;
with respect to an additional      Shares, on or
after            ;
and with respect to the remaining      Shares, on or
after            .  You must purchase a minimum of    
Shares each time you choose to purchase Shares, except to purchase the
remaining Shares available to you. This option, to the extent not previously
exercised, will expire on            .


This option is issued in
accordance with and is subject to and conditioned upon all of the terms and
conditions of the Plan (a copy of which in its present form is attached
hereto), as from time to time amended, provided, however, that no future
amendment or termination of the Plan shall, without your consent, alter or
impair any of your rights or obligations under this option.  Reference is made to the terms and conditions
of the Plan, all of which are incorporated by reference in this option
agreement as if fully set forth herein.


Unless at the time of the
exercise of this option a registration statement under the Securities Act of
1933, as amended (the “Act”), is in effect as to such Shares, any Shares
purchased by you upon the exercise of this option shall be acquired for
investment and not for sale or distribution, and if the Company so requests,
upon any exercise of this option, in whole or in part, you will execute and
deliver to the Company a certificate to such effect.  The Company shall not be obligated to issue
any Shares pursuant to this option if, in the opinion of counsel to the
Company, the Shares to be so issued are required to be registered or otherwise
qualified under the Act or under any other applicable statute, regulation or
ordinance affecting the sale of securities, unless and until such Shares have
been so registered or otherwise qualified.


You understand and
acknowledge that, under existing law, unless at the time of the exercise of
this option a registration statement under the Act is in effect as to such
Shares (i) any Shares purchased by you upon exercise of this option may be
required to be held indefinitely unless such Shares are subsequently registered
under the Act or an exemption from such registration is available; (ii) any
sales of such Shares made in reliance upon Rule 144 promulgated under the Act
may be made only in accordance with the terms and conditions of that Rule
(which, under certain circumstances, restrict the number of shares which may be
sold and the manner in which shares may be sold); (iii) in the case of
securities to which Rule 144 is not applicable, or some other disclosure
exemption will be required; (iv) certificates for Shares to be issued to you
hereunder shall bear a legend to the effect that the Shares have not been 





















registered under
the Act and that the Shares may not be sold, hypothecated or otherwise
transferred in the absence of an effective registration statement under the Act
relating thereto or an opinion of counsel satisfactory to the Company that such
registration is not required; (v) the Company will place an appropriate “stop
transfer” order with its transfer agent with respect to such Shares; and (vi)
the Company has undertaken no obligation to register the Shares or to include
the Shares in any registration statement which may be filed by it subsequent to
the issuance of the shares to you.  In
addition, you understand and acknowledge that the Company has no obligation to
you to furnish information necessary to enable you to make sales under Rule
144.


This option (or
installment thereof) is to be exercised by delivering to the Company a written
notice of exercise in the form attached hereto as Exhibit A, specifying the
number of Shares to be purchased, together with payment of the purchase price
of the Shares to be purchased.  The
purchase price is to be paid in cash or, at the discretion of the Board, by
delivering shares of the Company’s stock already owned by you and having a fair
market value on the date of exercise equal to the exercise price of the option,
or a combination of such shares and cash, or otherwise in accordance with the
Plan.


 


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Kindly evidence your
acceptance of this option and your agreement to comply with the provisions
hereof and of the Plan by executing this letter under the words “Agreed To and
Accepted.”


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  AMCOMP INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Fred R. Lowe

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
					



 


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Exhibit A


AmCOMP
Incorporated

701 U.S. Highway One, Suite 200

North Palm Beach, Florida 33408


Gentlemen:


Notice is hereby
given of my election to purchase       shares
of Common Stock, $.01 par value (the “Shares”), of AmCOMP Incorporated (the
“Company”), at a price of $     per Share, pursuant
to the provisions of the stock option granted to me on            
under the Company’s           
Stock Option Plan.  Enclosed in payment
for the Shares is:




	
   

  	
  o

  	
   

  	
  my check in the amount of $        .

  
	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  o

  	
   

  	
               Shares having a total value of $            ,
  such value being based on the closing price(s) of the Shares on the date
  hereof.

  






 


The following information
is supplied for use in issuing and registering the Shares purchased hereby:




	
  Number of Certificates

  and Denominations

  	
   

  
	
   

  	
   

  
	
  Name

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security Number

  	
   

  






 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 










* Subject to the approval of the

Board of Directors