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                                                                    EXHIBIT 10.3



                  FIFTH AMENDMENT TO RESTATED CREDIT AGREEMENT
                   AND WAIVER UNDER RESTATED CREDIT AGREEMENT


         This Fifth Amendment to Restated Credit Agreement and Waiver Under
Restated Credit Agreement (the "Amendment") is entered into as of this 7th day
of May, 2004, by and between COMERICA BANK, a Michigan banking corporation
("Bank"), with offices at One Detroit Center, 500 Woodward Avenue, Detroit,
Michigan 48226, and MEADOWBROOK INSURANCE GROUP, INC., a Michigan corporation,
with offices at 26600 Telegraph Road, Suite 300, Southfield, Michigan 48034
("Borrower").

                                    RECITALS:

         A. WHEREAS, Borrower and Bank entered into a certain Restated Credit
Agreement dated as of September 25, 2002 (as amended from time to time, the
"Agreement") pursuant to which Borrower incurred certain indebtedness and
obligations and granted the Bank certain security for such indebtedness and
obligations; and

         B. WHEREAS, Borrower has requested Bank to waive certain defaults and
events of default under the Agreement, and to amend certain provisions of the
Agreement.

         C. WHEREAS, Bank is willing to do so upon the following terms and
conditions.

         NOW THEREFORE, for good and valuable consideration, the parties agree
as follows:

1.       DEFINITIONS

         1.1 Capitalized terms used herein and not defined to the contrary have
the meanings given them in the Agreement.

2.       AMENDMENT TO AGREEMENT

         2.3 Section 8.14 of the Agreement is hereby amended and restated in its
entirety as follows:

         "8.14 NET PREMIUM AND GROSS PREMIUM RATIO. Cause each Insurance
         Subsidiary to maintain at all times a Net Premium Ratio of not more
         than 2.5 to 1.0 and a Gross Premium Ratio of not more than 3.0 to 1.0;
         provided, however, that from and after April 1, 2004, that certain
         Insurance Subsidiary, Williamsburg National Insurance Company, shall
         maintain at all times a Gross Premium Ratio of not more that 4.0 to
         1.0."

3.       REPRESENTATIONS

         Borrower hereby represents and warrants that:

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         3.1 Execution, delivery and performance of this Amendment and any other
documents and instruments required under this Amendment are within Borrower's
powers, have been duly authorized, are not in contravention of law or the terms
of Borrower's articles of incorporation/charter, or bylaws, and do not require
the consent or approval of any governmental body, agency, or authority.

         3.2 This Amendment and any other documents and instruments required
under this Amendment or the Agreement, when issued and delivered under this
Amendment or the Agreement, will be valid and binding in accordance with their
terms.

         3.3 The continuing representations and warranties of Borrower set forth
in Sections 7.1 through 7.19 of the Agreement are true and correct on and as of
the date hereof with the same force and effect as made on and as of the date
hereof.

         3.4 Except to the extent explicitly waived by Bank hereby, no default
or event of default, or condition or event which, with the giving of notice or
the running of time, or both, would constitute a Default or Event of Default
under the Agreement, has occurred and is continuing as of the date hereof.

4.       MISCELLANEOUS

         4.1 This Amendment may be executed in as many counterparts as Bank and
Borrower deem convenient, and shall become effective upon: (a) delivery to Bank
of all executed counterparts hereof; and (b) delivery to Bank, in form and
substance satisfactory to Bank of each of the documents, instruments and fees
listed on the Checklist attached as Exhibit "A" hereto. Upon such effectiveness,
this Amendment shall constitute Bank's waiver of any defaults or events of
default that would otherwise exist under the Agreement as a result of Borrower's
failure to comply with Section 8.14 of the Agreement as of March 31, 2004, in
the form such Section was in effect prior to this Amendment.

         4.2 Borrower and Bank acknowledge and agree that except as specifically
amended hereby, all of the terms and conditions of the Agreement and the
promissory notes and loan documents related thereto (collectively, the "Loan
Documents") remain in full force and effect in accordance with their original
terms.

         4.3 Borrower shall pay all of Bank's legal costs and expenses
(including attorneys' fees and expenses) incurred in the negotiation,
preparation and closing hereof, including, without limitation, costs of all lien
searches and financing statement filings.

         4.4 Except as specifically set forth in the last sentence of Section
4.1 hereof, nothing set forth in this Amendment shall constitute, or be
interpreted or construed to constitute, a waiver of any right or remedy of Bank,
or of any default or event of default whether now existing or hereafter arising
and whether now known or hereafter discovered by or disclosed to Bank.

         4.5 Bank expressly reserves the right to exercise any or all rights and
remedies provided under the Loan Documents and applicable law except as modified
herein. Bank's

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failure to immediately exercise such rights and remedies shall
not be construed as a waiver or modification of those rights or an offer of
forbearance.

         4.6 Borrower, in every capacity, hereby waives, discharges and forever
releases Bank, Bank's employees, officers, directors, attorneys, stockholders
and successors and assigns, from and of any and all claims, causes of action,
defenses, counterclaims or offsets Borrower may have or may have made which (in
any case) could be based on facts or circumstances known to Borrower as of the
date of this Amendment, against any or all of Bank, Bank's employees, officers,
directors, attorneys, stockholders and successors and assigns.

         IN WITNESS WHEREOF, this Amendment has been executed as of the day
first stated above.


                                     MEADOWBROOK INSURANCE GROUP, INC.,
                                     a Michigan corporation


                                     By: /s/ Robert S. Cubbin
                                         -------------------------------------
                                              Robert S. Cubbin
                                     Its:     President

                                     COMERICA BANK,
                                     a Michigan banking corporation


                                     By: /s/ Julie J. Nowicki
                                         -------------------------------------
                                              Julie J. Nowicki
                                     Its:     Assistant Vice President



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