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                                                                    EXHIBIT 10.3

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment to the Employment Agreement (hereinafter referred to as
"Agreement") is made effective this 15th day of June, 2002, by and between
Meadowbrook, Inc. and Meadowbrook Insurance Group, Inc. (hereafter referred to
as the "Company") and Joseph C. Henry (hereinafter referred to as "Executive").

         WHEREAS, the Company and Executive executed an Employment Agreement
effective September 17, 2001;

         NOW, THEREFORE, IN CONSIDERATION of the premises and mutual covenants
contained herein, the parties agree to amend the Agreement as follows:

Section 3 - Compensation shall be amended as follows:

         3. COMPENSATION. In consideration of the performance by Executive of
his obligations during the Employment Term, the Company will during the
Employment Term pay the Executive:

                  (C)      STOCK OPTIONS. The Executive has been, and shall
                           continue to be, eligible for the stock options, in
                           accordance with the terms and conditions of the 1995
                           and 2002 Stock Option Plans of Meadowbrook Insurance
                           Group, Inc. In the event of any Change in Control,
                           all stock options previously issued, or to be issued,
                           to the Executive shall immediately vest ownership in
                           the Executive.

Section 5 - Employment Term shall be amended as follows:

         5. EMPLOYMENT TERM. The period of the Executive's employment by the
Company under this Agreement (the "Employment Term") shall commence on September
17, 2001 and shall continue through December 31, 2004 (and annually thereafter
as provided below) or the earliest date on which any of the following events
occurs:

                  (A)      the death or retirement of the Executive;

                  (B)      the date on which the Company discharges the
                           Executive by reason of the Executive's Total
                           Disability. For purposes of this Agreement, "Total
                           Disability" shall have the same meaning as used in
                           the Manual and consistent with the Long Term
                           Disability Benefits of the Company;

                  (C)      a mutual written agreement between the Company and
                           the Executive regarding an early termination date; or

                  (D)      the date on which the Company terminates the
                           Executive's employment for Cause as recited in
                           Paragraph 3 (D) (2).

         Either party hereto may elect not to renew this Employment Agreement by
giving the other party written notice on or before June 30, 2004. If written
notice of the election not to renew this Agreement is not provided on or before
June 30, 2004, and annually



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thereafter, this Agreement shall renew for an employment term of one (1) year
commencing January 1, 2005, and annually thereafter.

         All other terms and conditions of the Agreement shall remain in full
force and effect.

WITNESSES:                                  MEADOWBROOK INSURANCE
                                            GROUP, INC.


/s/ MICHAEL G. COSTELLO                     /s/ ROBERT S. CUBBIN
-----------------------                     ---------------------------
                                            By: Robert S. Cubbin
                                            Its:  President & CEO


                                            MEADOWBROOK, INC.

/s/ MICHAEL G. COSTELLO                     /s/ ROBERT S. CUBBIN
-----------------------                     ---------------------------
                                            By: Robert S. Cubbin
                                            Its:  President

                                            EXECUTIVE

/s/ CAROL M. MERCER                         /s/ JOSEPH C. HENRY
-----------------------                     ---------------------------
                                            Joseph C. Henry