<PAGE>
                                                                    EXHIBIT 10.2


                 SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT


         This Second Amendment to Restated Credit Agreement (the "Amendment") is
entered into as of this 30th day of June, 2003, 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 2600 Telegraph Road, Suite 300,
Southfield, Michigan 48034 ("Borrower").

                                    RECITALS:

         A. 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 and Bank desire to amend the Agreement 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

                  2.1. Section 1 of the Credit Agreement is amended by inserting
         the following definition of "Adjusted Statutory Surplus" in appropriate
         alphabetical order:

                       " "Adjusted Statutory Surplus" of any Person shall mean
                       the Statutory Surplus of any such Person plus the change
                       in the Deferred Acquisition Costs from the most current
                       balance sheet date to the Deferred Acquisition Costs
                       balance reported in the December 31, 2002 Consolidating
                       financial statements."

                  2.2. Section 1 of the Credit Agreement is amended by inserting
         the following definition of "Deferred Acquisition Costs" in appropriate
         alphabetical order:

                       " "Deferred Acquisition Costs" shall be computed under
                       the provisions of SFAS No. 60, `Accounting and Reporting
                       by Insurance Enterprises' and included in the Company's
                       Consolidating GAAP financial statements."

                  2.3. The definition of "Gross Premiums Ratio" in Section 1 of
         the Credit Agreement is hereby amended and restated in its entirety as
         follows:


                                     - 1 -
<PAGE>
                                                                    EXHIBIT 10.2


                       " "Gross Premiums Ratio" shall mean for any Person as of
                       any date of determination a ratio the numerator of which
                       is gross premiums (excluding fronted business where an
                       Insurance Subsidiary retains 10% or less of the risk)
                       written of such Person for the four preceding fiscal
                       quarters ending on such date of determination and the
                       denominator of which is the Adjusted Statutory Surplus of
                       such Person as of such date."

                  2.4. The definition of "Net Premiums Ratio" in Section 1 of
         the Credit Agreement is hereby amended and restated in its entirety as
         follows:

                       " "Net Premium Ratio" shall mean for any Person as of any
                       date of determination a ratio the numerator of which is
                       Net Written Premiums of such Person for the four
                       preceding fiscal quarters ending on such date of
                       determination and the denominator of which is the
                       Adjusted Statutory Surplus of such Person as of such
                       date."

                  2.5. Section 8.12 of the Credit Agreement is hereby amended
         and restated in its entirety as follows:

                       "8.12 MINIMUM ADJUSTED STATUTORY SURPLUS. At all times
                       after the date hereof, cause Star and the Insurance
                       Subsidiaries to maintain an Adjusted Statutory Surplus of
                       at least:

                           (a) as of September 30, 2002, Eighty Five Million
                       Dollars ($85,000,000);

                           (b) as of December 31, 2002 and thereafter Ninety
                       Million Dollars ($90,000,000); plus, in each case, the
                       sum of (i) the aggregate capital contributions made to
                       such Insurance Subsidiary on the date of such purchase or
                       thereafter, plus (ii) the proceeds received by such
                       Insurance Subsidiary from the issuance of any equity
                       securities on the date of such purchase or thereafter
                       (net of reasonable and customary expenses of such
                       issuance), minus (iii) cash dividends paid by such
                       Insurance Subsidiary to the Company."

                  2.6. Paragraph 6 of Exhibit "A" (Covenant Compliance Report)
         to the Credit Agreement is hereby amended and restated in its entirety
         as follows:

                       "6. Minimum Adjusted Statutory Surplus. On the
                       Computation Date, Minimum Adjusted Statutory Surplus
                       which was required to be not less than $________ was
                       $________ as computed in the supporting documents
                       attached as Schedule 6."


                                     - 2 -
<PAGE>
                                                                    EXHIBIT 10.2


3.       REPRESENTATIONS

         Borrower hereby represents and warrants that:

                  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 as previously disclosed to Bank in writing, 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 that certain Line of Credit Note and
         that certain Term Note, each dated as of September 25, 2002 (the
         "Notes") or 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.

                  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 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 herein, 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.


                                     - 3 -
<PAGE>

                                                                    EXHIBIT 10.2



                  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 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:     Account Officer