Exhibit
10.9

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this
"Amendment"), dated and effective as of
August 12, 2005, between James River Group, Inc., a Delaware
corporation (the "Company"), and J. Adam
Abram (the "Executive").

WITNESSETH:

WHEREAS, the Company and the Executive
are parties to that certain Employment Agreement, dated as of November
15, 2002, as amended by that certain First Amendment to Employment
Agreement, dated as of September 4, 2003 (collectively, the
"Employment Agreement"), pursuant to which,
among other things, the Company employed the Executive as President and
Chief Executive Officer and the Executive agreed to be so employed;
and

WHEREAS, the parties hereto desire to amend the Employment
Agreement;

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

1.   Amendment to
Employment Agreement.    The following paragraph is hereby added
to the end of existing paragraph (a) under Section 16 of the Employment
Agreement:

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

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

(ii) The Company shall
have no obligation pursuant to this Section 16(a) to grant any
5% Option to the Executive unless the Company's cumulative
return on equity ("Cumulative ROE") exceeds
10%. Cumulative ROE shall be calculated as reported net income
from June 30, 2005 to the end of the fiscal quarter immediately
preceding the closing of such financing transaction, divided by the
average of $176,765,645 and reported stockholders' equity at the
end of the fiscal quarter immediately preceding the closing of such
financing transaction.

(iii) If Cumulative ROE
for such financing transaction exceeds 10%, the Executive shall
receive (x) the 5% Option relating to that transaction, in
accordance with the first paragraph of this Section 16(a), and (y) an
additional 5% Option relating to each prior financing
transaction following the IPO Closing, if any, that would have
triggered a 5% Option but for the fact that Cumulative ROE at
the time of such prior transaction did not exceed 10% (the
"Look-Back 5% Option"). The Look-Back
5% Option shall be based on the number of shares issued or
issuable in the relevant prior financing transaction, at an exercise
price per share equal to the fair market value of the Company's
common stock at the time the Look-Back 5% Option is
granted."

2.   Employment Agreement in Full
Force and Effect; Entire Understanding.    Except as expressly
modified hereby, the Employment Agreement shall remain unchanged and in
full force and effect as executed. The Employment Agreement, as amended
hereby, contains the entire understanding of and supersedes all prior
agreements, written and verbal, with respect to the subject matter
hereof and shall not be modified except in writing executed by the
parties hereto.

3.   Miscellaneous.    This
Amendment (a) shall be governed by, and construed and enforced in
accordance with, the laws of the State of North Carolina, without
regard to the principles of conflict of law which might otherwise
apply, and (b) may be executed in counterparts, each of which shall be
deemed an original and together shall constitute one and the same
instrument.

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IN WITNESS WHEREOF, Company and Executive
have duly executed this Amendment as of the date first above
written.


		COMPANY:





		JAMES RIVER GROUP,
INC.




			
		By: 	/s/ Richard
W. Wright

 Name: Richard W. Wright
 Title: Chairman



		EXECUTIVE:





		/s/ J. Adam
Abram

 J. Adam Abram




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