UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K/A


Amendment
No. 1


(Mark
One)


ý
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended December 31, 2007




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ________ to ________


Commission
File Number 000-51767





AmCOMP
Incorporated


(Exact
name of registrant as specified in its charter)







Delaware
            
            65-0636842(State or other
      jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification
      Number)





701
U.S. Highway One


North
Palm Beach, Florida 33408


Telephone:
(561) 840-7171


(Address
of registrant’s principal executive offices and registrant’s telephone number,
including area code)





Securities
registered pursuant to Section 12(b) of the Act: None


Securities
registered pursuant to Section 12(g) of the Act:





Title
      of each classCommon
      Stock, $0.01 par value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o
              No  x


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.


Yes o
                No  x


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x
                No  o


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.






Large accelerated
      filer o
            Accelerated
      filer   x
            Non-accelerated
      filer  o
            Smaller reporting
      company  o




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o
            No  x




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of June 30, 2007 was approximately
$128,449,000.  In determining this figure, the Registrant has assumed
that all of the registrant’s directors and executive officers are
affiliates.  This assumption should not be deemed a determination or
an admission by the registrant that such individuals are, in fact, affiliates of
the registrant.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.


Class
            
            Outstanding
      at February 28, 2008Common
      Stock, $0.01 par value per share
            
            15,290,181
      shares





DOCUMENTS
INCORPORATED BY REFERENCE


None.





EXPLANATORY
PARAGRAPH




The
purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend and
restate Part III, Items 10 through 14 of our previously filed Annual Report on
Form 10-K for the year ended December 31, 2007, filed with the Securities
Exchange Commission on March 6, 2008 (the “Original Form 10-K”), to include
information previously omitted in reliance on General Instruction G to Form
10-K, which provides that registrants may incorporate by reference certain
information from a definitive proxy statement prepared in connection with the
election of directors. AmCOMP Incorporated (the “Company”) has determined to
include such Part III information by amendment of the Original Form 10-K rather
than by incorporation by reference to the proxy statement. Accordingly, Part III
of the Original Form 10-K is hereby amended and restated as set forth
below.




There are
no other changes to the Original Form 10-K other than those outlined above. This
Amendment does not reflect events occurring after the filing of the Original
Form 10-K, nor does it modify or update disclosures therein in any way other
than as required to reflect the amendment set forth below. Among other things,
forward-looking statements made in the Original Form 10-K have not been revised
to reflect events that occurred or facts that became known to us after the
filing of the Original Form 10-K, and such forward-looking statements should be
read in their historical context.




______________________________________________




On
January 10, 2008, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Employers Holdings, Inc., a Nevada corporation
("Employers") and Sapphire Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Employers ("Merger Sub"), providing for the
acquisition of the Company by Employers.  Pursuant to the Merger
Agreement, each issued and outstanding share of common stock, $0.01 par value
(the "Common Stock"), of the Company, other than dissenting shares or shares
owned by the Company as treasury stock, or by Employers or Merger Sub, will be
converted into the right to receive $12.50 per share in cash. As part of the
Merger Agreement, Merger Sub will merge with and into the Company with the
Company being the surviving corporation in the merger (the “Merger”). The Board
of Directors of the Company and Employers each approved the entry into the
Merger Agreement.  The Merger Agreement and related transactions are
subject to the approval of the Company's stockholders, the receipt of other
material regulatory approvals, including from the Florida Office of Insurance
Regulation, and certain other customary closing conditions.  The
merger and related transactions are expected to be completed by the end of the
second quarter of 2008.






i




AmCOMP
INCORPORATED




INDEX




PART IIIItem 10.  Directors and Executive Officers of the
      Registrant
            1Item 11.  Executive
    Compensation
            3Item 12.  Security Ownership of Certain
      Beneficial Owners and Management
            14Item 13.  Certain Relationships and Related
      Transactions
            17Item 14.  Principal Accounting Fees and
      Services
            17PART IVItem 15.  Exhibits and Financial Statement
      Schedules
            19SIGNATURES
            24







ii
 Index


PART III




Item 10.  Directors and Executive Officers of the
Registrant




Directors




The
following table sets forth information regarding the directors of the
Company.




Name
            Age
            Position
            Position
      Held SinceFred R. Lowe
            73
            Chairman
      of the Board and Director, President and Chief Executive
      Officer
            1997Debra
    Cerre-Ruedisili
            52
            Executive
      Vice President, Chief Operating Officer and Director
            1998* Sam
      A. Stephens
            72
            Director
            1995* Paul
      B. Queally
            44
            Director
            1996* Donald
      C. Stewart
            63
            Director
            2006* Spencer
      L. Cullen, Jr.
            70
            Director
            2006


_______________




*
            Independent
      Director




Fred R. Lowehas served as
chairman of AmCOMP since September 2005 and has been AmCOMP’s president, chief
executive officer and a director of AmCOMP since February 1997.  He is
the chairman of each of AmCOMP’s subsidiaries.  Mr. Lowe co-founded
Florida Administrators, Inc. (“Florida Administrators”), one of the Company’s
subsidiaries, now known as Pinnacle Administrative Company (“Pinnacle
Administrative”).  From 1992 until 1997, Mr. Lowe was an independent
consultant, which included providing consulting services to Florida
Administrators from 1994 to 1997.  From 1989 to 1992, Mr. Lowe held
various executive positions with several financial service
companies.  Mr. Lowe assisted in the conversion of the Florida Air
Conditioning Contractors Association-Self Insurers Fund (“FACCA-SIF”), which
later became AmCOMP Preferred Insurance Company (“AmCOMP Preferred”), into a
capitalized insurance company.  He attended Ohio
University.




Debra Cerre-Ruedisilihas
served as executive vice president of AmCOMP since April 1997, chief operating
officer since March 1998 and a director since September 1998.  Ms.
Cerre-Ruedisili has served as a director of AmCOMP Assurance Corporation
(“AmCOMP Assurance”) since September 1998 and as president and chief operating
officer since January 2001.  Ms. Cerre-Ruedisili has served as the
president, vice chairman and a director of AmCOMP Preferred since January 2001,
and as the chief operating officer since January 2003.  Prior to
joining AmCOMP, Ms. Cerre-Ruedisili served for 10 years as co-chief executive
officer and chief operating officer of MedView Services Incorporated, a managed
care provider.  From 1984 through 1987, Ms. Cerre-Ruedisili served as
the risk manager of Kmart Corporation.  Prior to that, Ms.
Cerre-Ruedisili was an attorney in private practice specializing in defense of
workers’ compensation claims and a workers’ compensation claims adjuster and
claims manager for Transamerica Insurance Group.  Ms. Cerre-Ruedisili
served as a member of the Board of Governors of the Florida Workers’
Compensation Joint Underwriting Association from 1999 through
2003.  Ms. Cerre-Ruedisili has a B.A. in psychology from the
University of Michigan and a J.D. from the University of Detroit.




Sam A. Stephens has served as
a director of AmCOMP since December 1995.  Mr. Stephens was
the chairman of AmCOMP from December 1995 to September
2005.  Mr. Stephens co-founded Florida Administrators and founded
FACCA-SIF.  He has been a director of AmCOMP Assurance, AmCOMP
Preferred, Pinnacle Administrative and Pinnacle Benefits, Inc. (“Pinnacle
Benefits”) since their inception.  Mr. Stephens served as
chairman of these subsidiaries until
July 2004.  Mr. Stephens previously served as president of
Pinnacle Benefits.  Mr. Stephens has a B.A. in economics from the
University of Florida.






1
 Index




Paul B. Queally has served as
a director of AmCOMP since 1996.  Mr. Queally is Co-President of
Welsh, Carson, Anderson & Stowe (“Welsh Carson”), a private equity
investment firm.  Mr. Queally joined Welsh Carson  in
January 1996, and since 2000, he has served on the firm’s Management Committee
and subsequently its Executive Committee.  Prior to joining Welsh
Carson, Mr. Queally was a General Partner at the Sprout Group, which was the
private equity arm of Donaldson, Lufkin & Jenrette Securities
Corporation.  He is currently a board member of United Surgical
Partners, Inc., Concentra Inc., MedCath Inc., Aptuit, Inc. and several private
companies.  He was previously a board member of, among others,
AmeriPath, Accuro, Hawk Medical Corporation, Sunrise Assisted Living, LabOne,
OccuSystems, Inc. and Surgical Health Corporation.  Mr. Queally holds
a B.A. from the University of Richmond, where he was a member of the Board of
Trustees for eight years, and an M.B.A. from Columbia University.




Donald C. Stewart has
served as a director of AmCOMP since February 2006.  Mr. Stewart
is currently an independent financial consultant.  From January 1999
through March 2005, Mr. Stewart held the positions of chairman and chief
executive officer of Ridgewood Egypt LLC, an independent water and power
producer.  From 1990 to 1999, Mr. Stewart was an independent financial
consultant.  From 1987 to 1990, Mr. Stewart was the chairman and
chief executive officer of Hercules Engines.  Earlier in his career,
Mr. Stewart spent approximately nine years actively practicing as a
CPA.  Mr. Stewart has a B.S. degree in Business from Lehigh
University.




Spencer L. Cullen, Jr. has
served as a director of AmCOMP since February 2006.  Mr. Cullen is
currently retired.  From October 1983 to January 2003, he
held the position of general manager of the Florida Automobile Joint
Underwriting Association, where he managed the daily operations with respect to
insurance activities.  From 1981 to 1983, Mr. Cullen served as
deputy insurance commissioner at the Florida Insurance
Department.  From 1975 to 1981, Mr. Cullen held the position of
director of the Division of Risk Management for the Florida Insurance
Department, where he oversaw the State of Florida’s risk management insurance
program.  Mr. Cullen has an Associate of Arts degree from Chipola
Community College.




See also “Item 1. Business --
Executive Officers” in the Original Form 10-K for information regarding the
Company’s executive officers.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires the Company’s officers and directors and persons who own more than 10%
of a registered class of the Company’s equity securities to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission (the “SEC”).  Such persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.




Based
solely upon a review of the copies of the forms furnished to the Company, the
Company believes that its officers and directors complied with all applicable
filing requirements during the 2007 fiscal year, except as noted
below:




On March
26, 2007, Sam A. Stephens, Spencer L. Cullen, Jr. and Donald C. Stewart, and on
March 27, 2007, Paul B. Queally and Sean Traynor, each filed a Statement of
Changes in Beneficial Ownership of Securities on Form 4 covering one transaction
that occurred on January 1, 2007.  On September 14, 2007, Colin
Williams filed a Statement of Changes in Beneficial Ownership of Securities on
Form 4 covering one transaction that occurred on February 9, 2006.




Code
of Ethics




The
Company has a Code of Business Conduct and Ethics, which is accessible on the
Company website, www.amcomp.com. The
Code of Business Conduct and Ethics applies to each of the Company’s directors
and officers, including the chief executive officer and chief financial officer,
and all of the Company’s other employees.




Audit
Committee




The
Company has a separately-designated standing Audit Committee in conformity with
the definition contained in Section 3(a)(58)(A) of the Exchange
Act.  The Audit Committee is charged with reviewing the Company’s
annual audit and meeting with the Company’s independent auditors to review the
Company’s internal controls and financial management practices and other
responsibilities as discussed in the Audit Committee Charter.  The
Audit Committee is also responsible for engaging, overseeing and compensating
the Company’s independent auditors.






2
 Index




The Audit
Committee currently comprises Messrs. Stewart (chairman), Cullen and Stephens,
who are independent directors, as defined in Rule 4200 of the National
Association of Securities Dealers (“NASD”) listing standards and who satisfy the
requirements for audit committee independence under Rule 4350(d) of the NASD
listing standards.  All three members of the Audit Committee are
financially literate, and two of them, Messrs. Stewart and Cullen, are
considered audit committee financial experts within the meaning of Item 407(d)
of Regulation S-K.




Item 11.  Executive Compensation




Compensation
Discussion and Analysis




Compensation
Objectives




In this
discussion and analysis, the Company refers to its chief executive officer, the
chief financial officer, and each of the Company’s other three most highly
compensated executive officers as its “Named Executive Officers.”  For
all Named Executive Officers, compensation, other than base salary, is intended
to be performance-based. The Company’s Stock Option and Compensation Committee
believes that compensation paid to Named Executive Officers should be closely
aligned with the Company’s performance on both a short-term and long-term basis
to create value for stockholders.  Such compensation should also
assist the Company in attracting and retaining key executives critical to its
long-term success.




In
establishing compensation for Named Executive Officers, the following are the
Stock Option and Compensation Committee’s objectives:




·
            to
      attract and retain individuals of superior ability and managerial
      talent;




·
            to
      ensure officer compensation is aligned with the Company’s corporate
      strategies, business objectives and the long-term interests of the
      Company’s stockholders; and




·
            to
      enhance the officers’ incentive to increase the Company’s stock price and
      maximize stockholder value, as well as promote retention of key people, by
      providing a portion of total compensation for management in the form of
      direct ownership in the Company through stock
  options.




To
achieve these objectives, the Company’s overall compensation program aims to pay
its Named Executive Officers competitively, consistent with the Company’s
success and their contribution to that success.  To accomplish this
the Company relies on programs that provide compensation in the form of both
cash and equity. Although the Company’s Stock Option and Compensation Committee
has not adopted any formal guidelines for allocating total compensation between
cash and equity, the Stock Option and Compensation Committee benchmarks to a
peer group of comparable companies, while also considering the balance between
providing short-term incentives and long-term parallel investment with
stockholders to align the interests of management with
stockholders.




Determination
of Compensation Awards




The Stock
Option and Compensation Committee is provided with the primary authority and
discretion to determine and recommend to the Company’s Board of Directors the
compensation awards available to its executive officers, other than its chief
executive officer.  To aid the Stock Option and Compensation Committee
in making its determination, the chief executive officer provides
recommendations annually to the Stock Option and Compensation Committee
regarding the compensation of all executive officers, excluding
himself.  Each Named Executive Officer, in turn, participates in an
annual performance review with the chief executive officer to provide input
about his or her contributions to the Company’s business for the period being
assessed.






3
 Index




The Stock
Option and Compensation Committee has the sole authority and discretion to
determine the chief executive officer’s compensation.  The Stock
Option and Compensation Committee reviews the performance of the Company’s chief
executive officer annually.




Compensation
Benchmarking and Peer Group




The
Company has not retained a compensation consultant to review the Company’s
policies and procedures with respect to executive compensation.  The
Company conducts an annual benchmark review of the aggregate level of its
executive compensation, as well as the mix of elements used to compensate the
executive officers. In addition, the Stock Option and Compensation Committee has
historically taken into account input from other independent members of the
Board of Directors and publicly available data relating to the compensation
practices and policies of other companies within and outside the Company’s
industry. The Company benchmarked its executive compensation against the median
compensation paid by these peer companies.  While benchmarking may not
always be appropriate as a stand-alone tool for setting compensation due to the
aspects of the Company’s business and objectives that may be unique to the
Company, the Company generally believes that gathering this information is an
important part of its compensation-related decision-making
process.  The Company recognizes that to attract, retain and motivate
key individuals, such as the Named Executive Officers, the Stock Option and
Compensation Committee may determine that it is in the Company’s best interests
to negotiate total compensation packages with its executive management that may
deviate from the general principle of targeting total compensation at the median
level for the peer group. Actual pay for each Named Executive Officer is
determined around this structure, driven by the performance of the executive
over time, as well as the Company’s annual performance.




Section
162(m) of the Internal Revenue Code prohibits a publicly held corporation, such
as the Company, from claiming a deduction on its federal income tax return for
compensation in excess of $1,000,000 paid for a given fiscal year to the chief
executive officer (or person acting in that capacity) at the close of the
corporation’s fiscal year and the four most highly compensated officers of the
corporation, other than the chief executive officer, at the end of the
corporation’s fiscal year.  The $1,000,000 compensation deduction
limitation does not apply to “performance-based compensation.”  The
Company believes that, with certain exceptions, any compensation received by
executive officers in connection with the exercise of options granted under the
2005 Plan qualifies as “performance-based compensation.”  The policy
of the Stock Option and Compensation Committee is to the extent reasonable to
qualify the Company’s executive officers’ compensation for deductibility under
Section 162(m) and other applicable tax laws.  However, the Stock
Option and Compensation Committee believes that providing an appropriate level
of cash compensation and maintaining flexibility in determining compensation are
also important issues that must be balanced with preserving a tax deduction for
amounts in excess of $1,000,000.




Elements
of Compensation




Base
Salary




Base
salaries for the Company’s Named Executive Officers are determined initially by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for comparable positions at
other companies (base salaries are targeted to be competitive with the
industry).  The Company believes that it is necessary to position
executive officers’ base salaries at or above these levels in order to attract,
retain and motivate its executive officers.  In addition, the Stock
Option and Compensation Committee considers the recommendations of the Company’s
chief executive officer and its chief operating officer.  The Company
defines the relevant labor market through the use of third-party executive
salary surveys that reflect both the insurance industry as well as a broader
cross-section of companies from many industries.  Annual salary
adjustments are determined by (i) considering various factors, tangible and
intangible achieved by the Company; (ii) the overall performance of the
executive; (iii) the length of the executive’s service to the Company; and (iv)
any increased responsibilities assumed by the executive.  There are no
restrictions on salary adjustments.  The Company has employment
agreements with its Named Executive Officers, which set the base salaries and
other terms and conditions of employment for such individuals.






4
 Index




Performance-Based
Compensation




The
Company structures its annual incentive bonus program to reward Named Executive
Officers based upon the Company’s performance and based upon the individual
Named Executive Officer’s contribution to that performance.  This
allows Named Executive Officers to receive bonus compensation in the event
certain specified corporate and individual performance measures are
achieved.  In determining the compensation awarded to each Named
Executive Officer based on performance, the Company evaluates its and the Named
Executive Officers’ performance in a number of areas.




The
general criteria for evaluating the Company’s performance and the performance of
its Named Executive Officers include several strategic and financial indicators
that the Company considers to be fair drivers of shareholder value
creation.  In determining whether corporate performance measures have
been achieved, the Company relies on the specific analysis of whether the
Company meets its financial objectives, including its net income and earnings
per share projections.  In determining whether individual performance
measures have been achieved, the Company uses a WIN WIN
approach.   This is a formal performance agreement that is
reviewed on a quarterly basis to provide both the Company and the Named
Executive Officers the opportunity to discuss job performance, identify and
correct weaknesses, encourage and recognize strengths, and discuss positive,
purposeful approaches for meeting goals. Performance measurements for the Named
Executive Officers include gross written premium, combined ratio, expense ratio,
loss ratio and net profit.  Merit pay adjustments or performance
bonuses are awarded by the Company to recognize superior
performance.




The
Company has in place an additional incentive bonus formula for one of its Named
Executive Officers, Colin Williams, President of the Texas
Region.  Mr. Williams has, in his employment agreement, an incentive
bonus provision based upon the “underwriting profit” (as defined in the
employment agreement) earned by the Company in the Texas Region.  Mr.
Williams is entitled to 2 1⁄2% of the first $2,000,000 of regional underwriting
profit of the Texas Region, and an additional $10,000 for each additional
$1,000,000 of such regional underwriting profit.




Discretionary
Long-Term Equity Incentive Awards




The
Company’s executive officers, along with a large portion of its employees, are
eligible to participate in the Company’s awards of stock option
grants.




Guidelines
for the number of stock options granted to each executive officer are determined
using a procedure approved by the Stock Option and Compensation Committee based
upon several factors, including the executive officer’s salary grade,
performance and the value of the stock option at the time of
grant.  As a result, additional grants other than the potential annual
award may be made following a significant change in job responsibility or in
recognition of a significant achievement. In addition, in prior years, the Stock
Option and Compensation Committee has approved an initial grant of stock options
at the time of hire to attract talented executive officers.




Stock
options granted under the Company’s various stock plans generally have a
four-year vesting schedule in order to provide an incentive for continued
employment and generally expire five years after the date of the
grant.  The Company grants options at the fair market value of the
underlying stock on the date of grant.




Defined
Contribution Plans




The
Company has a Section 401(k) Savings/Retirement Plan (“401(k) Plan”) to cover
its eligible employees or eligible employees of any of its designated
affiliates.  The 401(k) Plan permits its eligible employees to defer
up to 60% of their annual compensation, subject to certain limitations imposed
by the Internal Revenue Code. The employees’ elective deferrals are immediately
vested and non-forfeitable upon contribution to the 401(k) Plan. The Company
currently makes matching contributions to the 401(k) Plan in an amount equal to
a maximum of four percent of the participant’s annual salary and subject to
certain other limits. The 401(k) Plan requires an employee to attain the age of
21 and complete six months of service to be eligible to participate. The 401(k)
Plan participants vest 20% annually and are fully vested in five years in the
amounts contributed by the Company. Effective January 1, 2007, employees were
eligible to participate on the first of the month following their date of
hire.






5
 Index




Benefits




The Named
Executive Officers are eligible to participate in company-sponsored benefit
programs on the same terms and conditions as those made available to its
employees.  Basic health benefits, life insurance, disability benefits
and similar programs are provided to ensure that employees have access to
healthcare and income protection for themselves and their family
members.




2005
Stock Option Plan




In
September 2005, the Board of Directors of the Company adopted the 2005 Plan,
which was subsequently approved by the Company’s stockholders, as an incentive
to retain and attract employees, directors, consultants and advisors of the
Company and its subsidiaries.  The 2005 Plan provides for the grant of
both incentive and non-qualified options to purchase an aggregate of 567,586
shares with a limit of 218,302 shares per optionee per calendar year. Unless
sooner terminated by the Board, the 2005 Plan terminates on September 6,
2015.




The 2005
Plan is administered by the Stock Option and Compensation
Committee.  Grants are made based on the committee’s judgment of an
employee’s contribution to the success of the Company’s operations. The purchase
price of any option must be at least 100% of the fair market value of such share
of stock on the date of grant or at least 110% of the fair market value if it is
an incentive option granted to an optionee who owns more than 10% of the total
combined voting power of all classes of the Company’s stock or any of its
subsidiaries.  In addition, incentive options may only be granted to
employees of the Company and its subsidiaries.  Options granted under
the 2005 Plan are exercisable, subject to vesting limitations determined by the
Board of Directors, for periods of up to 10 years (or five years in the case of
incentive stock options granted to holders of more than 10% of the Company’s
voting power) after the date of grant. The exercise price of an option may be
paid in cash, or, when approved by the Stock Option and Compensation Committee,
by surrender of Common Stock with an equivalent fair market value.




The Stock
Option and Compensation Committee may accelerate the time at which options may
first be exercised and the time at which options will vest, notwithstanding such
provisions in the options. The Stock Option and Compensation Committee may, upon
the occurrence of certain events, terminate outstanding options within a
specified number of days after notice to the optionees, and each optionee will
receive, with respect to each share of stock subject to such option, an amount
equal to the excess of the fair market value of such share immediately prior to
such event over the exercise price per share of such option.




The 2005
Plan provides for acceleration of the right to exercise options upon the
occurrence of certain events, including a merger or sale of substantially all
the Company’s assets, unless the obligations under outstanding options are
assumed or replaced by a successor entity, or unless substantially similar
consideration as was provided to stockholders in the transaction is provided to
optionees.   Stock options granted under the 2005 Plan are not
transferable, except by will, the laws of descent and distribution or pursuant
to a qualified domestic relations order.  Unless otherwise determined
by the Stock Option and Compensation Committee, options exercisable at the time
of an optionee’s termination shall be exercisable for one year after termination
by reason of death or disability or until the expiration of the stated term of
such option, and for 30 days after termination without cause or until the
expiration of the stated term of such option, in either case, whichever period
is shorter.




1996
Stock Option Plan




In June
1996, the Company’s Board of Directors adopted the 1996 Stock Option Plan (the
“1996 Plan”). The terms of the 1996 Plan are similar to the terms of the 2005
Plan.  In September 2005, the Board of Directors terminated the 1996
Plan, which had no effect on options outstanding thereunder.






6
 Index




Director’s
Stock Option Plan




In March
1997, the Board of Directors of the Company adopted the Director Plan, which was
amended and restated on January 17, 2006. The Director Plan terminated on March
3, 2007, which had no effect on options outstanding thereunder.




Summary
Compensation Table




The
following table sets forth information with respect to compensation earned by
the Named Executive Officers for the year ended December 31, 2007.




Name
      and Principal Position
              
              Year
              
              Salary
      ($)
              
              
              Bonus
      ($)
              
              Option
      Awards ($)(1)
              
              Other
      Annual
                  Compensation
      ($)
              
              Total
      ($)Fred
      R. Lowe
                President
      and Chief Executive Officer
              
              2007
              
              
              325,000
              
              
              
              150,000
              
              
              
              218,957
              
              
              
              793
              (2)
              
              
              694,7502006
              
              
              325,000
              
              
              
              –
              
              
              
              194,542
              
              
              
              1,152
              (3)
              
              
              520,694Debra
      Cerre-Ruedisili
                Executive
      Vice President and Chief Operating Officer
              
              2007
              
              
              285,000
              
              
              
              131,000
              
              
              
              118,346
              
              
              
              10,584
              (4)
              
              
              544,9302006
              
              
              285,000
              
              
              
              –
              
              
              
              105,177
              
              
              
              11,127
              (5)
              
              
              401,304Kumar
      Gursahaney
                Senior
      Vice President and Chief Financial Officer
              
              2007
              
              
              220,000
              
              
              
              101,000
              
              
              
              63,849
              
              
              
              10,244
              (6)
              
              
              395,0932006
              
              
              220,000
              
              
              
              –
              
              
              
              53,675
              
              
              
              9,952
              (7)
              
              
              283,627George
      E. Harris
                Senior
      Vice President, General Counsel
              
              2007
              
              
              220,000
              
              
              
              48,000
              
              
              
              37,363
              
              
              
              1,444
              8)
              
              
              306,807Colin
      Williams
                President,
      Texas Region
              
              2007
              
              
              160,000
              
              
              
              112,952
              
              
              
              989
              
              
              
              7,346
              (9)
              
              
              281,2872006
              
              
              160,000
              
              
              
              138,182
              
              
              
              916
              
              
              
              7,552
              (10)
              
              
              306,650




_______________




(1)
            Represents
      the expensed fair value of options determined under Financial Accounting
      Standards Board (“FASB”) 123R and therefore includes amounts from awards
      granted in and prior to 2007 and 2006, as applicable.  These
      amounts utilize the assumptions set forth in Note 15 of the Consolidated
      Financial Statements included in the Company’s Original Form 10-K for the
      fiscal year ended December 31,
2007.




(2)
            Represents
      $793 paid by the Company for life insurance premiums for Mr.
      Lowe.




(3)
            Represents
      $1,152 paid by the Company for life insurance premiums for Mr.
      Lowe.




(4)
            Includes
      $1,559 and $9,025 paid by the Company for life insurance premiums for Ms.
      Cerre-Ruedisili and to match Ms. Cerre-Ruedisili’s 401(k) Plan
      contributions, respectively.




(5)
            Includes
      $1,152 and $9,975 paid by the Company for life insurance premiums for Ms.
      Cerre-Ruedisili and to match Ms. Cerre-Ruedisili’s 401(k) Plan
      contributions, respectively.




(6)
            Includes
      $1,444 and $8,800 paid by the Company for life insurance premiums for Mr.
      Gursahaney and to match Mr. Gursahaney’s 401(k) Plan contributions,
      respectively.




(7)
            Includes
      $1,152 and $8,800 paid by the Company for life insurance premiums for Mr.
      Gursahaney and to match Mr. Gursahaney’s 401(k) Plan contributions,
      respectively.




(8)
            Represents
      $1,444 paid by the Company for life insurance premiums for Mr.
      Harris.






7
 Index




(9)
            Includes
      $1,213 and $6,133 paid by the Company for life insurance premiums for Mr.
      Williams and to match Mr. Williams’ 401(k) Plan contributions,
      respectively.




(10)
            Includes
      $1,152 and $6,400 paid by the Company for life insurance premiums for Mr.
      Williams and to match Mr. Williams’ 401(k) Plan contributions,
      respectively.




Grants
of Plan-Based Awards




The
following table sets forth information concerning grants of plan-based awards
made by the Company during 2007 to each of the Named Executive
Officers:




Name
            Grant
      Date
            All
      Other Option Awards:
                Number
      of Securities
                Underlying
      Options (#)
            Exercise or Base Price of
                  Option Awards ($/Sh)
            Grant
      Date Fair Value of
                Option
      Awards ($)Fred
      R. Lowe
            --
            --
            --
            --Debra
      Cerre-Ruedisili
            --
            --
            --
            --Kumar
      Gursahaney
            --
            --
            --
            --George
      E. Harris
            01/05/2007
            40,000
            10.68
            151,521Colin
      Williams
            --
            --
            --
            --










Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based Awards
Table




Employment
Agreements




The
Company entered into an amended and restated employment agreement with Fred R.
Lowe, the stated term of which expires on December 31, 2008 and which is
automatically extended for successive one-year terms, unless either party to
such agreement gives notice of a decision not to renew.  Under the
agreement, in addition to his base salary of $325,000, Mr. Lowe is eligible to
receive incentive compensation, conditioned upon the Company achieving annual
performance objectives established by Mr. Lowe and the Board of
Directors.  The agreement contains customary confidentiality,
non-competition and non-solicitation provisions.  The non-competition
and non-solicitation provisions apply during the period of Mr. Lowe’s employment
and following termination of his employment for any reason, for the same period
that he would receive severance payment, if applicable.




The
Company entered into an amended and restated employment agreement with Debra
Cerre-Ruedisili and Kumar Gursahaney, and an employment agreement with George
Harris, the stated terms of which expire on December 31, 2008 and which are
automatically extended for successive one-year terms, unless either party gives
notice of a decision not to renew.  Under the agreements, in addition
to Ms. Cerre-Ruedisili’s and Messrs. Gursahaney’s and Harris’ base salaries of
$285,000, $220,000 and $220,000, respectively, each of Ms. Cerre-Ruedisili and
Messrs. Gursahaney and Harris are eligible to receive incentive compensation and
bonuses as the Board of Directors may in its discretion determine to award each
of them, and to which each of them may be entitled under the terms of any of the
Company’s plans, programs or agreements as from time to time are in
effect.  The agreements contain customary confidentiality,
non-competition and non-solicitation provisions.  The non-competition
and non-solicitation provisions apply during the period of Ms. Cerre-Ruedisili’s
and Messrs. Gursahaney’s and Harris’ employment and for an 18-month period
following termination of employment for any reason.




The
Company entered into an employment agreement with Colin Williams, the stated
term of which expired on December 31, 2006, but is automatically extended for
successive one-year terms, unless either party to the agreement gives notice of
a decision not to renew.  Under the agreement, for the fiscal year
ended December 31, 2007, Mr. Williams was paid a base salary of $160,000 and was
eligible to receive incentive compensation and bonus as the Board of Directors
in its discretion determined.  In addition, Mr. Williams is paid such






8
 Index


incentive
compensation and bonus to which he may be entitled to under the terms of any of
the Company’s plans, programs or agreements as from time to time are in
effect.  Mr. Williams is entitled to additional compensation based
upon the underwriting profit of the Company’s Texas Region.  Mr.
Williams’ employment agreement contains customary confidentiality and
non-competition provisions.  The non-competition provisions apply
during the period of employment and for a 12-month period following termination
of employment for any reason.  Effective April 1, 2008, Mr. Williams
resigned from his position of President of the Texas Region.




Potential
Payments Upon Termination or Change in Control




Pursuant
to Mr. Lowe’s employment agreement, if Mr. Lowe’s employment is terminated for
any reason other than death, disability or cause, or if the Company does not
renew his employment at the end of the initial term or any renewal term provided
in the agreement, the Company is required for the period equal to the greater of
18 months or the number of whole months remaining in the stated term of the
agreement, commencing in the month after the month in which employment
terminates, (a) to pay monthly to Mr. Lowe, as severance pay, an amount equal to
the sum of (1) 1/12 of Mr. Lowe’s then annual salary, and (2) 1/12 of the amount
of Mr. Lowe’s prior year’s incentive compensation and bonus, (b) to provide Mr.
Lowe health and welfare benefits, at the Company’s expense; and (c) to pay to
Mr. Lowe such other amounts, if any, that may then be otherwise payable to Mr.
Lowe pursuant to the terms of the Company’s benefit plans or
arrangements.  In addition, Mr. Lowe will be entitled to receive a
$600,000 termination payment upon nonrenewal or termination for any reason,
payable in three installments, the first of which must be made within 15 days
after such nonrenewal or termination, with the second and third installments to
be made on the first and second anniversaries of the first such installment,
respectively.




In
connection with the Merger, on January 31, 2008, the Company entered into
Integration Bonus and Enhanced Severance Agreements, effective as of January 10,
2008, with Employers and each of Ms. Cerre-Ruedisili and Mr.
Gursahaney.  Under the agreements, each of Ms. Cerre-Ruedisili’s and
Mr. Gursahaney’s employment with the Company or the surviving corporation is to
terminate 60 calendar days after the effective time of the merger with Employers
(the “Separation Date”).  Ms. Cerre-Ruedisili and Mr. Gursahaney have
each agreed to use best efforts to ensure a smooth transition and integration in
the merger and to perform certain other duties prior to and following the
closing of the merger.  In consideration of the above, and subject to
the consummation of the merger, provided that Mr. Cerre-Ruedisili and Mr.
Gursahaney either remains employed by the Company or the surviving corporation
through the Separation Date or is terminated by Employers or the Company other
than for cause on or prior to the Separation Date, Ms. Cerre-Ruedisili and Mr.
Gursahaney will be entitled to receive a bonus in an amount equal to $200,000 in
the case of Ms. Cerre-Ruedisili and $110,000 in the case of Mr. Gursahaney, as
soon as practicable, but in no event later than, 15 calendar days following the
Separation Date.




In
addition, as a modification to Ms. Cerre-Ruedisili’s and Mr. Gursahaney’s
employment agreements, and provided that Ms. Cerre-Ruedisili and Mr. Gursahaney
remain employed by the Company or the surviving corporation through the
Separation Date, or are terminated by the Company, the surviving corporation or
Employers other than due to death, disability or for cause at any time following
the closing of the merger, then in lieu of payments set forth in Section 7(c) of
Ms. Cerre-Ruedisili’s and Mr. Gursahaney’s employment agreements, Employers is
to pay or cause the Company or the surviving corporation to pay to Ms.
Cerre-Ruedisili or Mr. Gursahaney, as the case may be, 18 months of severance
pay, each monthly payment in an amount equal to the sum of (i) 1/6 of annual
salary in the case of Ms. Cerre-Ruedisili, and 1/8 of annual salary in the case
of Mr. Gursahaney, each as in effect immediately prior to such termination and
(ii) 1/12 of the amount of incentive compensation and bonuses approved and
accrued for Ms. Cerre-Ruedisili or Mr. Gursahaney, as the case may be, in
respect of the most recent fiscal year preceding such termination. In addition,
Ms. Cerre-Ruedisili and Mr. Gursahaney are also entitled to continued
eligibility to participate in any medical and health plans or other employee
welfare benefit plans that may be provided by the Company or the surviving
corporation for its senior executive employees for 18 months following the
Separation Date.  Payments under Ms. Cerre-Ruedisili’s and Mr.
Gursahaney’s employment agreements may be subject to a six-month delay to the
extent necessary to avoid negative tax consequences imposed by the deferred
compensation requirements under Section 409A of the Internal Revenue
Code.






9
 Index




Each of
Ms. Cerre-Ruedisili and Mr. Gursahaney have also acknowledged and agreed that
each of them are to continue to be subject to the terms and conditions of the
restrictive covenants set forth in their respective employment agreements for
the 18-month period set forth therein.  Each of Ms. Cerre-Ruedisili
and Mr. Gursahaney further agreed to be available to the Company, the surviving
corporation and Employers and to assist the Company, the surviving corporation
and Employers during the 18-month period following their termination in
performing such duties as the Company, the surviving corporation or Employers
may request from time to time.




If the
Merger is not consummated, the severance provisions of Ms. Cerre-Ruedisili’s and
Mr. Gursahaney’s employment agreements will govern any severance payments to
which they may be entitled.  Pursuant to Ms. Cerre-Ruedisili’s and Mr.
Gursahaney’s employment agreements, if Ms. Cerre-Ruedisili’s or Mr. Gursahaney’s
employment is terminated for any reason other than death, disability or for
cause, or if the Company does not renew her or his employment at the end of the
initial term or any renewal term provided in the agreement, the applicable
employment agreement provides for (1) payment of termination benefits over an
18-month period in equal monthly installments, each in an amount equal to the
sum of (a) 1/12 of her or his then annual base salary plus (b) 1/12 of her or
his prior year’s incentive compensation and bonuses and (2) payment of amounts
otherwise payable to her or him under the Company’s health and welfare benefit
plans.




Pursuant
to Mr. Harris’ employment agreement, if the employment of Mr. Harris is
terminated for any reason other than death, disability or incapacity for a
period of 180 days or more within a 12 month period or for cause as defined in
his employment agreement, or if the Company does not renew his employment at the
end of the initial term or any renewal term provided in the agreement, Mr.
Harris is entitled to receive:  (a) payment of severance pay over an
18 month period in equal monthly installments, each in an amount equal to the
amount of (1) 1/12 of his then annual base salary plus (2) 1/12 of his incentive
compensation and bonuses in respect of the Company’s most recent fiscal year and
(b) payment of amounts otherwise payable to him under the Company’s health and
other benefit plans as described in the employment agreement.  In
addition, with respect to Mr. Harris’ employment agreement, if within 90 days
after a change of control, the Company or a surviving corporation terminates Mr.
Harris’ employment other than for cause, death, disability or incapacity for a
period of 180 days or more within a 12 month period or determines not to renew
his employment or if there occurs a material diminution in his duties, Mr.
Harris is entitled to the payments and benefits described above for a period of
30 months.




The
following table summarizes the contingent compensation amounts provided for in
the employment agreements.  The table provides the estimated payments
payable to each Named Executive Officer upon (a) the Company’s non-renewal of
the Named Executive Officer’s employment agreement or upon a termination other
than due to death, disability or for cause, (b) in the case of Mr. Lowe,
termination by the Company for any other reason, and (c) in the case of Mr.
Harris, the Company’s non-renewal of Mr. Harris’ employment agreement or upon a
termination other than due to death, disability or for cause following a change
of control.  These numbers are subject to change as specified in the
employment agreements.




Name
            
            Severance
      Payments for Non-renewal of Agreement by Company and Termination Other
      Than Due to Death, Disability, or For Cause
            
            Lump
      Sum Payments for Termination for Any
      Reason ($)
            
            Severance
      Payments for Non-renewal of
                Agreement
      by Company and Termination
                Other
      Than Due to Death, Disability, or
                For
      Cause Following a Change of ControlCash
      ($)
            
            Benefits
      ($)
            
            Total
      ($)
            
            Cash
      ($)
            
            Benefits
      ($)
            
            Total
      ($)Fred
      R. Lowe
            
            712,500
            
            60,404
            
            772,904
            600,000
            
            –
            
            –
            
            –Debra
      Cerre-Ruedisili
            
            624,000
            
            61,842
            
            685,842
            –
            
            –
            
            –
            
            –Kumar
      Gursahaney
            
            481,500
            
            33,945
            
            515,445
            –
            
            –
            
            –
            
            –George
      E. Harris
            
            402,000
            
            38,056
            
            440,056
            –
            
            670,000
            
            38,056
            
            708,056Colin
      Williams
            
            272,952
            
            21,065
            
            294,017
            –
            
            –
            
            –
            
            –







10
 Index




The
following table summarizes the contingent compensation amounts provided for in
the Integration Bonus and Enhanced Severance Agreements entered into among the
Company, Employers and each of Ms. Cerre-Ruedisili and Mr.
Gursahaney.  The table provides the estimated payments payable to each
of Ms. Cerre-Ruedisili and Mr. Gursahaney, subject to the consummation of the
merger, provided that Ms. Cerre-Ruedisili and Mr. Gursahaney remains employed by
the Company or the surviving corporation through the Separation Date or (a) in
the case of the lump sum payments, is terminated by Employers or by the Company
other than for cause on or prior to the Separation Date, and (b) in the case of
the enhanced severance payments, is terminated by the Company, the surviving
corporation or Employers other than due to death, disability or for cause at any
time following the effective time of the merger. These numbers are subject to
the consummation of the merger and are subject to change as specified in the
Integration Bonus and Enhanced Severance Agreements.








Name
            
            Lump
      Sum Payments if Employed
                Through
      Separation Date or Terminated
                Other
      Than For Cause Prior to Separation Date
            
            Enhanced
      Severance Payments if Employed Through Separation Date or Terminated Other
      Than Due to Death, Disability, or For Cause Following Effective Time of
      Merger(1)Cash
      ($)
            
            Benefits
      ($)
            
            Total
      ($)Debra
      Cerre-Ruedisili
            $200,000
            1,051,500
            61,842
            1,113,342Kumar
      Gursahaney
            $110,000
            646,500
            33,945
            680,445




_______________




(1)
            Represents
      severance payments payable to Ms. Cerre-Ruedisili and Mr. Gursahaney in
      lieu of those provided for in the preceding
  table.




Outstanding
Equity Awards At Fiscal Year End




The
following table sets forth information concerning the outstanding equity awards
of each of the Named Executive Officers as of December 31, 2007:




Option
      AwardsName
            
            Number
      of Securities Underlying
                Unexercised Options (#)
      Exercisable(1)
            
            
            Number
      of Securities Underlying
                Unexercised
      Options (#) Unexercisable
            
            Option
      Exercise Price ($)
            
            Option
      Expiration DateFred
      R. Lowe
            
            
            72,767
            
            
            
            145,535
            (2)
            
            
            9.00
            
            02/09/11Debra
      Cerre-Ruedisili
            
            
            54,575
            
            
            
            –
            
            
            
            13.74
            
            05/19/0839,329
            
            
            
            117,991
            (3)
            
            
            9.00
            
            02/09/11Kumar
      Gursahaney
            
            
            32,745
            
            
            
            10,915
            (4)
            
            
            9.30
            
            07/09/0910,335
            
            
            
            31,005
            (5)
            
            
            9.00
            
            02/09/115,000
            
            
            
            15,000
            (6)
            
            
            10.40
            
            06/13/11George
      E. Harris
            
            
            –
            
            
            
            40,000
            (7)
            
            
            10.68
            
            01/05/12Colin
      Williams
            
            
            327
            
            
            
            984
            (8)
            
            
            9.00
            
            02/09/11


_______________




(1)
            Represents
      options that were exercisable as of December 31,
  2007.




(2)
            The
      option became exercisable as to 72,767 shares on February 9, 2008 and
      becomes exercisable as to 72,768 shares on February 9,
    2009.




(3)
            The
      option became exercisable as to 39,330 shares on February 9, 2008 and
      becomes exercisable as to 39,330 shares on February 9, 2009 and 39,331
      shares on February 9, 2010.




(4)
            The
      option becomes exercisable as to 10,915 shares on July 10,
      2008.




(5)
            The
      option became exercisable as to 10,335 shares on February 9, 2008 and
      becomes exercisable as to 10,335 shares on each of February 9, 2009 and
      February 9, 2010.






11
 Index




(6)
            The
      option became exercisable as to 5,000 shares on June 14, 2008 and becomes
      exercisable as to 5,000 shares on each of June 14, 2009 and June 14,
      2010.




(7)
            The
      options became exercisable as to 10,000 shares on January 5, 2008 and
      becomes exercisable as to 10,000 shares on each of January 5, 2009,
      January 5, 2010 and January 5,
2011.




(8)
            The
      option became exercisable as to 328 shares on February 9, 2008 and becomes
      exercisable as to 328 shares on February 9, 2009 and as to 328 shares on
      February 9, 2010.




Option
Exercises




No stock
options were exercised by any of the Named Executive Officers during the year
ended December 31, 2007.




Director
Compensation




Directors
who are also executive officers are not separately compensated for their service
as directors.  The Company’s non-employee directors received the
following aggregate amounts of compensation for the year ended December 31,
2007.




Name
            Fees
      Earned or Paid in Cash ($)
            Option
      Awards ($)
            Total
      ($)Sam
      A. Stephens
            9,000
            8,703
            17,703Paul
      B. Queally
            –
            8,703
            8,703Spencer
      L. Cullen, Jr.
            43,500
            8,703
            52,203Donald
      C. Stewart
            75,000
            8,703
            83,703Sean
      Traynor (1)
            –
            1,556
            1,556


_______________


(1)           Effective
April 19, 2007, Sean Traynor resigned from his position as a member of the Board
of Directors.





Narrative
to Director Compensation Table




Cash
Compensation




The Stock
Option and Compensation Committee determines the compensation of the
non-employee directors of the Company.  Non-employee directors of the
Company receive an annual retainer of $15,000.  These directors are
also paid cash fees of $3,000 for each board meeting and $1,500 for each board
committee meeting attended.  The Chairman of the Audit Committee is
paid an additional cash fee of $30,000 annually.




Equity
Compensation




Non-employee
directors of the Company are granted options to purchase shares of Common Stock
as part of the compensation for their services.




The
Director Plan provided for an initial grant at the effective time of the initial
public offering of stock options with an aggregate exercise price equal to
approximately $66,000 (at $9.00 per share, the initial public offering price),
which options first vest and become exercisable proportionately on each of the
first three anniversaries of the grant date.  The Director Plan also
provided for annual automatic grants to each non-employee director on the first
day of the fiscal year of stock options with an aggregate exercise price equal
to $13,200, and such grants were made on January 1, 2007.  In
addition, the Board of Directors has the authority to grant additional options
to non-employee directors at its discretion.






12
 Index




As the
Director Plan terminated on March 3, 2007, non-employee directors of the Company
were and will continue to be granted comparable options under other stock option
plans of the Company.




Compensation
Committee Report




General




The Stock
Option and Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company’s executive officers and key
employees.  Messrs. Queally (chairman), Stewart and Stephens,
non-employee directors of the Company, serve as members of the Stock Option and
Compensation Committee and are independent directors in accordance with the
current independence standards under Rule 4200 of the Marketplace Rules for The
Nasdaq Stock Market (“Nasdaq”).




Compensation
Discussion and Analysis




The Stock
Option and Compensation Committee has reviewed and discussed the compensation
discussion and analysis required by Item 402(b) of Regulation S-K with
management and, based on this review and discussion, recommended to the Board of
Directors that the compensation discussion and analysis be included in this Form
10-K/A for the year ended December 31, 2007.




Stock
Option and Compensation Committee




This
report by the Stock Option and Compensation Committee on Executive Compensation
is submitted by the members of the Stock Option and Compensation
Committee:




Paul B.
Queally, Chairman


Donald C.
Stewart


Sam
Stephens




Compensation
Committee Interlocks and Insider Participation




There
were no transactions between any member of the Stock Option and Compensation
Committee and the Company during the fiscal year ended December 31,
2007.  Except as set forth in “Director Compensation” herein, none of
such directors was a party to any transaction with the Company or had any
relationship that required disclosure under Item 407(e) of Regulation
S-K.






13
 Index




Item 12.  Security Ownership of Certain Beneficial
Owners and Management




Security
Ownership of Certain Beneficial Owners and Management




The
following table sets forth certain information with respect to the beneficial
ownership of our common stock as of the April 25, 2008 for (a) each of our
directors, (b) each of our executive officers, (c) each stockholder
known to be the beneficial owner of more than five percent of any class of our
voting securities,and
(d) all directors and executive officers as a group.  Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange
Act and does not necessarily bear on the economic incidents of ownership or the
rights to transfer the shares described below.  Unless otherwise
indicated, (a) each stockholder has sole voting power and dispositive power
with respect to the indicated shares and (b) the address of each
stockholder who is a director or executive officer is c/o AmCOMP Incorporated,
701 U.S. Highway One, North Palm Beach, Florida 33408.  The percentage
of shares owned is based on 15,294,371 shares outstanding as of April 25,
2008.




Name
      of Beneficial Owner:
            
            Number
      of Shares Beneficially
                Owned(1)
            
            Percentage
      of Shares Beneficially
                Owned(1)5%
      Stockholders:Entities
      affiliated with Welsh Carson
            
            
            1,391,631
            (2)
            
            
            9.1
            %Entities
      affiliated with Credit Suisse
            
            
            1,691,968
            (3)
            
            
            11.1
            %Entities
      affiliated with TCW Group, Inc.
            
            
            995,962
            (4)
            
            
            6.5
            %Royce
      & Associates, LLC
            
            
            1,021,814
            (5)
            
            
            6.7
            %Entities
      affiliated with SuNOVA
            
            
            1,365,000
            (6)
            
            
            8.9
            %Entities
      affiliated with Newcastle
            
            
            1,138,706
            (7)
            
            
            7.4
            %Dimensional
      Fund Advisors LP
            
            
            773,488
            (8)
            
            
            5.1
            %Named
      Executive Officers and Directors:Fred
      R. Lowe
            
            
            375,005
            (9)
            
            
            2.4
            %Debra
      Cerre-Ruedisili
            
            
            177,864
            (10)
            
            
            1.2
            %Kumar
      Gursahaney
            
            
            70,915
            (11)
            
            
            *George
      Harris
            
            
            14,366
            (12)
            
            
            *Colin
      Williams
            
            
            10,655
            (13)
            
            
            *Sam
      A. Stephens
            
            
            1,011,280
            (14)
            
            
            6.6
            %Paul
      B. Queally
            
            
            1,373,582
            (15)
            
            
            9.0
            %Donald
      C. Stewart
            
            
            5,288
            (16)
            
            
            *Spencer
      L. Cullen, Jr.
            
            
            5,288
            (17)
            
            
            *All
      directors and executive officers as a group (12 persons)
            
            
            3,096,526
            (18)
            
            
            19.7
            %


_______________




*
            Less
      than one percent.




(1)
            Beneficial
      ownership is determined in accordance with the rules of the SEC, based on
      factors including voting and investment power with respect to
      shares.  Shares of common stock subject to options or warrants
      currently exercisable, or exercisable within 60 days after the record
      date, are deemed outstanding for the purpose of computing the percentage
      ownership of the person holding such options and of all directors and
      officers as a group, but are not deemed outstanding for computing the
      percentage ownership of any other
person.




(2)
            Based
      solely on information contained in a report on Schedule 13G filed jointly
      on February 9, 2007 by Welsh, Carson, Anderson &
      Stowe VII, L.P., a Delaware limited partnership
      (“WCAS VII”) and WCAS Healthcare Partners, L.P., a Delaware
      limited partnership (“WCAS Healthcare”) (together the “Welsh Carson
      entities”), the number of shares beneficially owned consists of
      (a) 1,367,065 shares of common stock held by WCAS VII and
      (b) 24,566 shares of common stock held by WCAS
      Healthcare.  WCAS VII’s sole general partner is WCAS VII
      Partners, L.P., a Delaware limited partnership, and WCAS Healthcare’s sole
      general partner is WCAS HP Partners, a Delaware general
      partnership.  The address for these Welsh Carson entities is 320
      Park Avenue, Suite 2500, New York, New York
  10022.






14
 Index




(3)
            Based
      solely on information contained in a report on Schedule 13G filed on
      February 14, 2007 by Credit Suisse, a Swiss bank, on behalf of its
      subsidiaries to the extent that they constitute the Investment Banking
      division, the Alternative Investments business within the Asset Management
      division and the United States private client services business within the
      Private Banking division (together the “Credit Suisse
      entities”).  The ultimate parent company of the Bank is Credit
      Suisse Group (“CSG”), a corporation formed under the laws of
      Switzerland.  CSG, for purposes of the federal securities laws,
      may be deemed ultimately to control the Credit Suisse
      entities.  CSG, its executive officers and directors, and its
      direct and indirect subsidiaries (including those subsidiaries that
      constitute the Asset Management division (other than the Alternative
      Investment business) (the “Traditional AM Business”) and the Private
      Banking division (other than the United States private client services
      business) (the “Non-U.S. PB Business”) may beneficially own securities to
      which the Schedule 13G relates and such shares were not reported in the
      Schedule 13G.  CSG disclaims beneficial ownership of shares
      beneficially owned by its direct and indirect subsidiaries, including the
      Credit Suisse entities.  Each of the Traditional AM Business and
      the Non-U.S. PB Business disclaims beneficial ownership of shares
      beneficially owned by the Credit Suisse entities.  The Credit
      Suisse entities disclaim beneficial ownership of shares beneficially owned
      by CSG, the Traditional AM Business and the Non-U.S. PB
      Business.  The address of Credit Suisse is Uetlibergstrasse 231,
      P.O. Box 900, CH 8070 Zurich,
Switzerland.




(4)
            Based
      solely on information contained in a report on Schedule 13G filed on
      February 11, 2008 by TCW Group, Inc., a Nevada corporation (“TCW”),
      on behalf of itself and its direct and indirect subsidiaries, which
      collectively constitute The TCW Group, Inc. business unit (the “TCW
      Business Unit”).  The ultimate parent company of TCW is Societe
      Generale, S.A., a corporation formed under the laws of France
      (“SG”).  SG, for purpose of the federal securities laws, may be
      deemed ultimately to control TCW and the TCW Business Unit.  SG,
      its executive officers and directors, and its direct and indirect
      subsidiaries (including all business units except the TCW Business Unit),
      may beneficially own shares of the securities of the issuer to which the
      Schedule 13G relates and such shares were not reported in the Schedule
      13G.  SG disclaims beneficial ownership of shares beneficially
      owned by TCW and the TCW Business Unit.  TCW and the TCW
      Business Unit disclaim beneficial ownership of shares beneficially owned
      by SG and any of SG’s other business units.  The address of TCW
      is 865 South Figueroa Street, Los Angeles, California
    90017.




(5)
            Based
      solely on information contained in a report on Schedule 13G filed on
      January 25, 2008 by Royce & Associates, LLC.  The
      address of Royce & Associates, LLC is 1414 Avenue of the Americas, New
      York, New York 10019.




(6)
            Based
      solely on information contained in a report on Schedule 13G filed on
      February 14, 2008 by SuNOVA Partners, L.P., a Delaware limited
      partnership ("SuNOVA Partners"), with respect to shares of common stock
      directly owned by it; by SuNOVA Long-Term Opportunity Fund, L.P., a
      Delaware limited partnership ("SuNOVA Long-Term"), with respect to shares
      of common stock directly owned by it; by SuNOVA Holdings, LLC, a Delaware
      limited liability company (the "General Partner"), which serves as the
      general partner of SuNOVA Partners and SuNOVA Long-Term (together, the
      "Partnerships"), with respect to shares of common stock directly owned by
      the Partnerships; by SuNOVA Capital, LP, a Delaware limited partnership
      (the "Investment Manager"), which serves as investment manager to and has
      investment discretion over the securities owned by SuNOVA Offshore Ltd., a
      Cayman Islands corporation ("SuNOVA Offshore"), with respect to shares of
      common stock directly owned by SuNOVA Offshore; by SuNOVA, LLC, a Delaware
      limited liability company, which serves as the general partner of the
      Investment Manager, with respect to shares of common stock directly owned
      by SuNOVA Offshore; by Mr. Matthew Byrnes, who serves as the
      co-managing member (together with Felice Gelman) of each of the General
      Partner and the general partner of the Investment Manager, with respect to
      shares of common stock directly owned by the Partnerships and SuNOVA
      Offshore; and by Ms. Felice Gelman, who serves as the co-managing
      member(together with Mr. Byrnes) of each of the General Partner and
      the general partner of the Investment Manager, with respect to shares of
      common stock directly owned by the Partnerships and SuNOVA
      Offshore.  The address of the business office of each of these
      SuNOVA entities is 780 Third Avenue, 5th Floor, New York, NY
      10017.






15
 Index




(7)
            Based
      solely on information contained in a report on Schedule 13G filed on
      February 13, 2008 by Newcastle Partners, L.P., a Texas limited
      partnership (“NP”), Newcastle Capital Management, L.P., a Texas limited
      partnership (“NCM”), Newcastle Capital Group, L.L.C., a Texas limited
      liability company (“NCG”) and Mark E. Schwarz.  Because Mark E.
      Schwarz is the managing member of NCG, which is the general partner of
      NCM, which in turn is the general partner of NP, each of NCM, NCG and
      Mr. Schwarz may be deemed to be the beneficial owners of all the
      shares of common stock of AmCOMP held by NP.  The address of the
      business office of each of these Newcastle entities is 200 Crescent Court,
      Suite 1400, Dallas, Texas 75201.




(8)
            Based
      solely on information contained in a report on Schedule 13G filed on
      February 6, 2008 by Dimensional Fund Advisors LP (formerly, Dimensional
      Fund Advisors Inc.), an investment advisor registered under Section 203 of
      the Investment Advisors Act of 1940.  Dimensional Fund Advisors
      LP furnishes investment advice to four investment companies registered
      under the Investment Company Act of 1940, and serves as investment manager
      to certain other commingled group trusts and separate accounts
      (collectively, the “Funds”).  In its role as investment advisor
      or manager, Dimensional Fund Advisors LP possesses investment and/or
      voting power over shares of our common stock that are owned by the Funds,
      and may be deemed to be the beneficial owner of the shares of our common
      stock held by the Funds. However, all such shares are owned by the Funds.
      Dimensional Fund Advisors LP disclaims beneficial ownership of such
      shares.  The address of the business office of Dimensional Fund
      Advisors LP is 1299 Ocean Avenue, Santa Monica, CA
  90401.




(9)
            Includes
      145,534 shares of common stock issuable upon exercise of options held by
      Mr. Lowe.




(10)
            Includes
      133,235 shares of common stock issuable upon exercise of options held by
      Ms. Cerre-Ruedisili.  Also includes 200 shares of common
      stock that Ms. Cerre-Ruedisili holds as custodian for her
      children.  Ms. Cerre-Ruedisili disclaims beneficial
      ownership of these 200 shares.




(11)
            Includes
      63,415 shares of common stock issuable upon exercise of options held by
      Mr. Gursahaney.




(12)
            Includes
      10,000 shares of common stock issuable upon exercise of options held by
      Mr. Harris.




(13)
            Effective
      as of April 1, 2008, Mr. Williams resigned from his position as President
      of the Texas Region.




(14)
            Based
      solely on information contained in a report on Schedule 13D filed on
      January 11, 2008 by Mr. Stephens and includes 5,288 shares of common
      stock issuable upon exercise of options held by
      Mr. Stephens.




(15)
            The
      number of shares beneficially owned consists of (a) 1,229 shares of
      common stock held by Mr. Queally, (b) 5,288 shares of common
      stock issuable upon exercise of options held by Mr. Queally and
      (c) 1,367,065 shares of common stock held by WCAS
      VII.  Mr. Queally is a general partner of the sole general
      partner of WCAS VII.  Mr. Queally may be deemed to have
      shared investment and voting power with respect to the securities held by
      WCAS VII.  Mr. Queally disclaims beneficial ownership of
      the securities held by WCAS VII, except to the extent of his equity
      interest therein.




(16)
            Represents
      5,288 shares of common stock issuable upon exercise of options held by
      Mr. Stewart.




(17)
            Represents
      5,288 shares of common stock issuable upon exercise of options held by
      Mr. Cullen.




(18)
            Includes
      (a) 6,987 shares of common stock and 45,296 shares of common stock
      issuable upon exercise of options held by three executive officers not
      specifically identified in the table and (b) an aggregate of 373,336
      shares of common stock issuable upon exercise of options held by directors
      and executive officers.






16
 Index




See also
“Item 5.  Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities -- Securities Authorized for
Issuance Under Equity Compensation Plans” in the Original Form
10-K.




Item13.  Certain Relationships and Related
Transactions




Transactions
with Related Persons, Promoters and Certain Control Persons




For the
fiscal year ended December 31, 2007, there were no transactions that were
required to be described under Item 404(a) of Regulation S-K.  All
transactions between the Company and any of its officers, directors, director
nominees, principal stockholders or their immediate family members are to be
approved by a majority of its independent and disinterested directors, and are
to be on terms no less favorable to it than it could obtain from unaffiliated
third parties.  Such policy and procedures are set forth in a
resolution of the Board of Directors.




Director
Independence




The
Company has determined that four out of the six current members of the Board of
Directors, Messrs. Queally, Cullen, Stewart and Stephens, meet the independence
standards under Rule 4200 of the NASD rules for Nasdaq.  The Company
also determined that Sean Traynor, a former member of the Board of Directors who
resigned effective April 19, 2007, met the independence standards under Rule
4200 of the NASD rules for Nasdaq.




Item 14.  Principal Accounting Fees and
Services




Aggregate
fees for professional services rendered to the Company by Johnson Lambert &
Co., LLP (“Johnson Lambert”) for the year ended December 31, 2007 and by
Deloitte & Touche LLP (“Deloitte & Touche”) for the year ended December
31, 2006, were:




2007
            
            
            2006Audit
      Fees
            
            $
            685,978
            
            
            $
            938,575Audit
      Related
      Fees
            
            
            –
            
            
            $
            53,000Tax
      Fees
            
            
            –
            
            
            $
            112,809Other
      Fees
            
            
            –
            
            
            
            --Total
      Fees
            
            $
            685,978
            
            
            $
            1,104,384





Audit
Fees




Audit
fees for 2007 billed by Johnson Lambert were $685,978 and for 2006 billed by
Deloitte & Touche were $938,575, for professional services rendered for the
audits of the consolidated financial statements of the Company, statutory and
subsidiary audits, timely reviews of interim financial statements, consents and
assistance with review of documents filed with the SEC, including, for 2006, the
registration statement for the Company’s initial public
offering.  These fees for 2007 include audit services related to
Section 404 of the Sarbanes-Oxley Act.




Tax
Fees




Johnson
Lambert did not provide any tax related services to the Company in
2007.  Tax fees for 2006 were for services related to tax compliance,
including the preparation of tax returns.  Tax fees for 2006 billed by
Deloitte & Touche were $112,809.




Audit
Related Fees




Audit
related fees for 2006 billed by Deloitte & Touche were
$53,000.  The fees for 2006 billed by Deloitte & Touche related to
professional services provided during a previously disclosed special
investigation relating to reservations expressed by an employee regarding the
thoroughness of disclosures made to Deloitte & Touche.






17
 Index




All
Other Fees




There
were no other fees billed by Johnson Lambert or Deloitte & Touche for
products and services other than those described above.




Pre-Approval
Policies and Procedures




All audit
and non-audit services to be performed by the Company’s independent accountant
must be approved in advance by the Audit Committee.  Consistent with
applicable law, limited amounts of services, other than audit, review or attest
services, may be approved by one or more members of the Audit Committee pursuant
to authority delegated by the Audit Committee, provided each such approved
service is reported to the full Audit Committee at its next
meeting.  All of the engagements and fees for the Company’s fiscal
year ended December 31, 2007 were approved by the Audit Committee.




The Audit
Committee of the Board of Directors considered whether the provision of
non-audit services by Deloitte & Touche were compatible with its ability to
maintain independence from an audit standpoint and concluded that Deloitte &
Touche’s independence was not compromised.






18
 Index




PART IV




Item 15.  Exhibits and Financial Statement
Schedules




(a)
List of documents filed as part of this report:




1.
Financial Statements as of December 31, 2007 and December 31, 2006 and for the
three years ended December 31, 2007 included in Part II of this Form
10-K:




Consolidated
Balance Sheets




Consolidated
Statements of Operations




Consolidated
Statements of Changes in Stockholders’ Equity




Consolidated
Statements of Cash Flows




Notes to
Consolidated Financial Statements




2.
Financial Statement Schedules




The
following financial statement schedules are filed as part of this
Report.




Schedule
II – Condensed Financial Information of Parent Company




Schedule
V – Valuation and Qualifying Accounts




Schedule
      VI—Supplemental Information Concerning Property-Casualty Insurance
      Operations







Schedules
not filed herewith are either not applicable, the information is not material or
the information is set forth in the Consolidated Financial Statements or notes
thereto.




The
foregoing financial statements and financial statement schedules were included
in our Original Form 10-K filed on March 6, 2008.






19
 Index




3.
Exhibit Index




The
following is a list of exhibits filed as part of this Form 10-K/A:




Exhibit
Index




Number
            Description of
      Exhibit2.1
            Agreement
      and Plan of Merger by and among the Registrant, Employers Holdings, Inc.
      and Sapphire Acquisition Corp., dated as of January 10, 2008 (incorporated
      by reference to Exhibit 2.1 to the Registrant’s Current Report on Form
      8-K, filed on January 11, 2008).3.1
            Form
      of Amended and Restated Certificate of Incorporation of the Registrant
      (incorporated by reference to Exhibit 3.1 to the Company’s Registration
      Statement on Form S-1 (File No. 333-128272) (the “Form
    S-1”).3.2
            Form
      of Amended and Restated Bylaws of the Registrant (incorporated by
      reference to Exhibit 3.2 to the Form S-1).3.3
            Amended
      and Restated Bylaws of the Registrant, as of September 28, 2007
      (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
      Report on Form 8-K, filed on October 4, 2007).4.1
            Specimen
      Certificate for the Registrant’s common stock (incorporated by reference
      to Exhibit 4.1 to the Form S-1).4.2
            Indenture,
      dated April 30, 2004, by and between AmCOMP Preferred Insurance Company
      and JP Morgan Chase Bank, as trustee (incorporated by reference to Exhibit
      4.2 to the Form S-1).4.3
            Indenture,
      dated May 26, 2004, by and between AmCOMP Preferred Insurance Company and
      JP Morgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.3
      to the Form S-1).4.4
            Indenture,
      dated September 14, 2004, by and between AmCOMP Preferred Insurance
      Company and JP Morgan Chase Bank, as trustee (incorporated by reference to
      Exhibit 4.4 to the Form S-1).10.1
            Registration
      Rights Agreement, dated as of January 26, 1996, by and among the
      Registrant and the stockholders party thereto (incorporated by reference
      to Exhibit 10.1 to the Form S-1).10.2
            Amendment
      No. 1 to Stockholders Agreement and Registration Rights Agreement dated
      July 8, 1996 by and among the Registrant, Florida Administrators,
      Inc. and the stockholders party thereto (incorporated by reference to
      Exhibit 10.2 to the Form S-1).10.3
            Loan
      Agreement, dated October 12, 2000, by and between the Registrant and
      AmSouth Bank (incorporated by reference to Exhibit 10.3 to the
      Form S-1).10.4
            First
      Amendment to Loan Agreement, dated April 25, 2003, by and between the
      Registrant and AmSouth Bank (incorporated by reference to Exhibit 10.4 to
      the Form S-1).10.5
            Second
      Amendment to Loan Agreement, dated April 23, 2004, by and between the
      Registrant and AmSouth Bank (incorporated by reference to Exhibit 10.5 to
      the Form S-1).10.6
            Third
      Amendment to Loan Agreement, dated August 23, 2005, by and between
      the Registrant and AmSouth Bank (incorporated by reference to Exhibit 10.6
      to the Form S-1).+10.7
            1996
      Stock Option Plan of the Registrant, as amended (incorporated by reference
      to Exhibit 10.7 to the Company’s Form S-1).+10.8
            Amended
      and Restated Directors’ Stock Option Plan of the Registrant (incorporated
      by reference to Exhibit 10.8 to the Form S-1).+10.9
            Form
      of 2005 Stock Option Plan of the Registrant (incorporated by reference to
      Exhibit 10.9 to the Form S-1).+10.10
            Form
      of Stock Option Award Agreement of the Registrant for options granted
      under the Registrant’s stock option plans (incorporated by reference to
      Exhibit 10.10 to the Form S-1).+10.11
            Amended
      and Restated Employment Agreement, dated as of August 22, 2005, by and
      between the Registrant and Fred R. Lowe (incorporated by reference to
      Exhibit 10.11 to the Form S-1).+10.12
            Amended
      and Restated Employment Agreement, dated as of August 22, 2005, by and
      between the Registrant and Debra Cerre-Ruedisili (incorporated by
      reference to Exhibit 10.12 to the Form S-1).+10.13
            Amended
      and Restated Employment Agreement dated as of August 22, 2005, by and
      between the Registrant and Kumar Gursahaney (incorporated by reference to
      Exhibit 10.13 to the Form S-1).+10.14
            Form
      of Executive Employment Agreement by and between the Registrant and other
      executive employees (incorporated by reference to Exhibit 10.14 to the
      Form S-1).+10.15
            Form
      of Indemnification Agreement by and between the Registrant and its
      directors and officers (incorporated by reference to Exhibit 10.15 to the
      Form S-1).10.16
            Lease
      Agreement for North Palm Beach Facility, dated December 31, 2001, by and
      between 701 U.S. Highway 1, Inc. and AmCOMP Preferred Insurance Company
      (incorporated by reference to Exhibit 10.16 to the Form
    S-1).






20
 Index




10.17
            Office
      Lease Agreement for Maitland Facility, dated March 17, 1997, by and
      between Lincoln -300 Lincoln Place, Ltd. and Pinnacle Assurance
      Corporation (incorporated by reference to Exhibit 10.17 to the Form
      S-1).10.18
            First
      Amendment to Lease Agreement for Maitland Facility, dated December 1,
      2002, by and among Brookhaven (Maitland), LLC, Kpers Realty Holding Co. #
      31, Inc. and AmCOMP Preferred Insurance Company (incorporated by reference
      to Exhibit 10.18 to the Form S-1).10.19
            Second
      Amendment to Lease Agreement for Maitland Facility, dated May 25, 2004, by
      and between Kpers Realty Holding Co. # 31, Inc. and AmCOMP Preferred
      Insurance Company (incorporated by reference to Exhibit 10.19 to the Form
      S-1).10.20
            Purchase
      Agreement, dated April 29, 2004, by and between AmCOMP Preferred Insurance
      Company and Dekania CDO II, Ltd. (incorporated by reference to Exhibit
      10.20 to the Form S-1).10.21
            Floating
      Rate Surplus Note, dated April 29, 2004, from AmCOMP Preferred Insurance
      Company to Cede & Co., for $10.0 million (incorporated by reference to
      Exhibit 10.21 to the Form S-1).10.22
            Purchase
      Agreement, dated May 26, 2004, by and between AmCOMP Preferred Insurance
      Company and Icons, Ltd. (incorporated by reference to Exhibit 10.22 to the
      Form S-1).10.23
            Floating
      Rate Surplus Note, dated May 26, 2004, from AmCOMP Preferred Insurance
      Company to JP Morgan Chase Bank, as trustee, for $12.0 million
      (incorporated by reference to Exhibit 10.23 to the Form
    S-1).10.24
            Purchase
      Agreement, dated September 14, 2004, by and between AmCOMP Preferred
      Insurance Company and Alesco Preferred Funding V, Ltd. (incorporated by
      reference to Exhibit 10.24 to the Form S-1).10.25
            Floating
      Rate Surplus Note, dated September 14, 2004, from AmCOMP Preferred
      Insurance Company to Sigler & Co., for $10.0 million (incorporated by
      reference to Exhibit 10.25 to the Form S-1).10.26
            Amended
      Tax Allocation Agreement, dated January 1, 1998, by and among the
      Registrant, AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation, Pinnacle Administrative Company and Pinnacle Benefits, Inc.
      (incorporated by reference to Exhibit 10.26 to the Form
    S-1).10.27
            Service
      Company Contract, dated April 7, 1995, by and between FAI and Compensation
      Benefits, Inc. (incorporated by reference to Exhibit 10.27 to the Form
      S-1).10.28
            Amendment
      to Service Company Contract, dated January 26, 1996, by and between FAI
      and Compensation Benefits, Inc. (incorporated by reference to Exhibit
      10.28 to the Form S-1).10.29
            Second
      Amendment to Service Company Contract, dated January 1, 2000, by and
      between Pinnacle Administrative Company and Pinnacle Benefits, Inc.
      (incorporated by reference to Exhibit 10.29 to the Form
    S-1).10.30
            Third
      Amendment to Service Company Contract, dated December 16, 1997, by and
      between Pinnacle Administrative Company and Pinnacle Benefits, Inc.
      (incorporated by reference to Exhibit 10.30 to the Form
    S-1).10.31
            Fourth
      Amendment to Service Company Contract, dated January 1, 2000, by and
      between Pinnacle Administrative Company and Pinnacle Benefits, Inc.
      (incorporated by reference to Exhibit 10.31 to the Form
    S-1).10.32
            Management
      Company Contract, dated April 7, 1995, by and between Pinnacle Assurance
      Corporation and FAI (incorporated by reference to Exhibit 10.32 to the
      Form S-1).10.33
            Amendment
      to Management Company Contract, dated January 26, 1996, by and between
      Pinnacle Assurance Corporation and FAI (incorporated by reference to
      Exhibit 10.33 to the Form S-1).10.34
            Second
      Amendment to Management Company Contract, dated January 1, 2000, by and
      between Pinnacle Assurance Corporation and FAI (incorporated by reference
      to Exhibit 10.34 to the Form S-1).10.35
            Management
      Company Contract, dated December 16, 1997 by and between AmCOMP Assurance
      Corporation and Pinnacle Administrative Company (incorporated by reference
      to Exhibit 10.35 to the Form S-1).10.36
            Reinsurance
      Pooling Agreement, dated May 10, 2001, by and between AmCOMP Preferred
      Insurance Company and AmCOMP Assurance Corporation (incorporated by
      reference to Exhibit 10.36 to the Form S-1).10.37
            First
      Amendment to Reinsurance Pooling Agreement, dated December 31, 2003, by
      and between AmCOMP Preferred Insurance Company and AmCOMP Assurance
      Corporation (incorporated by reference to Exhibit 10.37 to the Form
      S-1).10.38
            Workers
      Compensation and Employers Liability Statutory Excess of Loss Reinsurance
      Agreement, effective January 1, 1999, issued to Pinnacle Assurance
      Corporation, AmComp Preferred Insurance Company, Thomas Jefferson
      Insurance Company and AmComp Insurance Company by Jardine Sayer &
      Company, Inc. (incorporated by reference to Exhibit 10.38 to the Form
      S-1).






21
 Index




10.39
            Workers’
      Compensation and Employers Liability Quota Share Reinsurance Agreement
      between AmCOMP Assurance Company and/or AmCOMP Preferred Insurance
      Company, and/or Pinnacle Assurance Corporation, and/or Thomas Jefferson
      Insurance Company and Swiss Reinsurance America Corporation (incorporated
      by reference to Exhibit 10.39 to the Form S-1).10.40
            Underlying
      Excess Workers’ Compensation Reinsurance Contract, effective January 1,
      2002, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group by
      American Re-Insurance Company (incorporated by reference to Exhibit 10.40
      to the Form S-1).10.41
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2002, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.41 to the Form
    S-1).10.42
            Catastrophe
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2002, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.42 to the Form
    S-1).10.43
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1, 2003,
      issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance Corporation
      and any and all insurance companies which are now or hereafter come under
      the same ownership or management as the AmCOMP Group (incorporated by
      reference to Exhibit 10.43 to the Form S-1).10.44
            Catastrophe
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2003, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.44 to the Form
    S-1).10.45
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2004, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.45 to the Form
    S-1).10.46
            Catastrophe
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2004, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.46 to the Form
    S-1).10.47
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2005, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.47 to the Form
    S-1).10.48
            Catastrophe
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2005, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.48 to the Form
    S-1).10.49
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2006, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.49 to the Form
    S-1).10.50
            Catastrophe
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2006, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.50 to the Form
    S-1).10.51
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2007, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference Exhibit 10.51 to the Registrant’s Annual Report
      on Form 10-K for the fiscal year ended December 31,
      2006).






22
 Index




10.52
            Catastrophe
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2007, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference Exhibit 10.52 to the Registrant’s Annual Report
      on Form 10-K for the fiscal year ended December 31,
      2006).10.53
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2008, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group – 75%
      participation (incorporated by reference to Exhibit 10.53 to the
      Registrant’s Original Form 10-K).10.54
            Excess
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2008, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group – 25%
      participation (incorporated by reference to Exhibit 10.54 to the
      Registrant’s Original Form 10-K).10.55
            Catastrophe
      Workers’ Compensation Reinsurance Contract, effective January 1,
      2008, issued to AmCOMP Preferred Insurance Company, AmCOMP Assurance
      Corporation and any and all insurance companies which are now or hereafter
      come under the same ownership or management as the AmCOMP Group
      (incorporated by reference to Exhibit 10.55 to the Registrant’s Original
      Form 10-K).10.56
            Integration
      Bonus and Enhanced Severance Agreement by and among the Registrant,
      Employers Holdings, Inc. and Debra Cerre-Ruedisili, dated as of January
      31, 2008, effective as of January 10, 2008 (incorporated by reference to
      the Registrant’s Current Report on Form 8-K, filed on February 1,
      2008).10.57
            Integration
      Bonus and Enhanced Severance Agreement by and among the Registrant,
      Employers Holdings, Inc. and Kumar Gursahaney, dated as of January 31,
      2008, effective as of January 10, 2008 (incorporated by reference to the
      Registrant’s Current Report on Form 8-K, filed on February 1,
      2008).14
            Code
      of Business Ethics and Conduct (incorporated by reference to the
      Registrant’s Annual Report on Form 10-K for the fiscal year ended December
      31, 2005).16
            Letter
      from Deloitte & Touche LLP dated April 11, 2007 (incorporated by
      reference to Exhibit 16 to the Registrant’s Current Report on Form 8-K,
      filed on April 11, 2007).21
            Subsidiaries
      of the Registrant (incorporated by reference to Exhibit 21 to the Form
      S-1).23.1
            Consent
      of Independent Registered Public Accounting Firm – Deloitte & Touche
      LLP (incorporated by reference to Exhibit 23.1 to the Registrant’s
      Original Form 10-K).23.2
            Consent
      of Independent Registered Public Accounting Firm – Johnson Lambert &
      Co., LLP (incorporated by reference to Exhibit 23.2 to the Registrant’s
      Original Form 10-K).*31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.*31.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by
      reference to Exhibit 32.1 to the Registrant’s Original Form
      10-K).32.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by
      reference to Exhibit 32.2 to the Registrant’s Original Form
      10-K).


_________________




*
            Filed
      herewith.




+
            Indicates
      those contracts that are management contracts or compensation plans or
      arrangements.






23
 Index




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of North Palm
Beach, State of Florida on the 28th day of April, 2008.




AmCOMP
      INCORPORATED(Registrant)By:
            /s/
      Fred R. LoweFred
      R. LowePresident
      and Chief Executive Officer





POWER
OF ATTORNEY




The
Company and each of the undersigned do hereby appoint Fred R. Lowe, Debra
Cerre-Ruedisili and Kumar Gursahaney, and each of them severally, its or his
true and lawful attorney to execute on behalf of the Company and the undersigned
any and all amendments to this Annual Report on Form 10-K/A and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission; each of such attorneys shall have the power
to act hereunder with or without the other.




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Signature
            Title
            Date/s/
      Fred R. Lowe
            Chairman
      of the Board, President and Chief Executive Officer
              (principal
      executive officer)
            April
      28, 2008Fred
      R. Lowe/s/
      Debra Cerre-Ruedisili
            Executive
      Vice President, Chief Operating Officer and Director
            April
      28, 2008Debra
      Cerre-Ruedisili/s/
      Kumar Gursahaney
            Senior
      Vice President, Chief Financial Officer and Treasurer
              (principal
      financial and accounting officer)
            April
      28, 2008Kumar
      Gursahaney*
            Director
            April
      28, 2008Sam
      A. Stephens*
            Director
            April
      28, 2008Paul
      B. Queally*
            Director
            April
      28, 2008Spencer
      L. Cullen, Jr.*
            Director
            April
      28, 2008Donald
      C. Stewart*/s/
      Fred R. LoweBy:
            Fred
      R. Lowe, Attorney in Fact