Exhibit10.9

SECOND AMENDMENT TOEMPLOYMENT AGREEMENT

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this"Amendment"), dated and effective as ofAugust 12, 2005, between James River Group, Inc., a Delawarecorporation (the "Company"), and J. AdamAbram (the "Executive").

WITNESSETH:

WHEREAS, the Company and the Executiveare parties to that certain Employment Agreement, dated as of November15, 2002, as amended by that certain First Amendment to EmploymentAgreement, dated as of September 4, 2003 (collectively, the"Employment Agreement"), pursuant to which,among other things, the Company employed the Executive as President andChief Executive Officer and the Executive agreed to be so employed;and

WHEREAS, the parties hereto desire to amend the EmploymentAgreement;

NOW, THEREFORE, for good and valuable consideration,the receipt of which is hereby acknowledged and agreed, the partieshereto hereby agree as follows:

1.   Amendment toEmployment Agreement.    The following paragraph is hereby addedto the end of existing paragraph (a) under Section 16 of the EmploymentAgreement:

"Notwithstanding the foregoing,the following terms shall apply to any financing transaction thatinvolves the issuance of common stock or securities convertible,exchangeable or exercisable for common stock of the Company which isconsummated after August 12, 2005 (the "IPOClosing") (other than in connection with the exercise ofthe underwriters' over-allotment option with respect to theCompany's initial public offering):

(i)The exercise price per share of any 5% Option granted pursuantto this Section 16(a) shall be equal to the fair market value of theCompany's common stock on the date of the closing of thefinancing transaction.

(ii) The Company shallhave no obligation pursuant to this Section 16(a) to grant any5% Option to the Executive unless the Company's cumulativereturn on equity ("Cumulative ROE") exceeds10%. Cumulative ROE shall be calculated as reported net incomefrom June 30, 2005 to the end of the fiscal quarter immediatelypreceding the closing of such financing transaction, divided by theaverage of $176,765,645 and reported stockholders' equity at theend of the fiscal quarter immediately preceding the closing of suchfinancing transaction.

(iii) If Cumulative ROEfor such financing transaction exceeds 10%, the Executive shallreceive (x) the 5% Option relating to that transaction, inaccordance with the first paragraph of this Section 16(a), and (y) anadditional 5% Option relating to each prior financingtransaction following the IPO Closing, if any, that would havetriggered a 5% Option but for the fact that Cumulative ROE atthe time of such prior transaction did not exceed 10% (the"Look-Back 5% Option"). The Look-Back5% Option shall be based on the number of shares issued orissuable in the relevant prior financing transaction, at an exerciseprice per share equal to the fair market value of the Company'scommon stock at the time the Look-Back 5% Option isgranted."

2.   Employment Agreement in FullForce and Effect; Entire Understanding.    Except as expresslymodified hereby, the Employment Agreement shall remain unchanged and infull force and effect as executed. The Employment Agreement, as amendedhereby, contains the entire understanding of and supersedes all prioragreements, written and verbal, with respect to the subject matterhereof and shall not be modified except in writing executed by theparties hereto.

3.   Miscellaneous.    ThisAmendment (a) shall be governed by, and construed and enforced inaccordance with, the laws of the State of North Carolina, withoutregard to the principles of conflict of law which might otherwiseapply, and (b) may be executed in counterparts, each of which shall bedeemed an original and together shall constitute one and the sameinstrument.

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IN WITNESS WHEREOF, Company and Executivehave duly executed this Amendment as of the date first abovewritten.

|  | COMPANY: |
|--|----------|

|  | JAMES RIVER GROUP,INC. |
|--|------------------------|

|  |           |                                                              |
|--|-----------|--------------------------------------------------------------|
|  | By:  | /s/ RichardW. Wright Name: Richard W. Wright Title: Chairman |

|  | EXECUTIVE: |
|--|------------|

|  | /s/ J. AdamAbram J. Adam Abram |
|--|--------------------------------|

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