<PAGE>
                                                                   Exhibit 10.39

                     AMENDMENT NO. 3 TO AMENDED AND RESTATED
                                CREDIT AGREEMENT

     This Amendment No. 3 to Amended and Restated Credit Agreement ("Amendment")
dated as of March ___, 2005 by and among the lenders signatories hereto
("Banks"), Comerica Bank as agent for the Banks (in such capacity, "Agent"), and
North Pointe Holdings Corporation, a Michigan corporation ("Company").

                                    RECITALS

     A. Company and Banks entered into that certain Amended and Restated Credit
Agreement dated as of January 26, 2004, as amended by an Amendment No. 1 dated
as of March 31, 2004 and an Amendment No. 2 dated as of June 30, 2004
("Agreement").

     B. The parties desire to amend the Agreement.

     NOW, THEREFORE, the parties agree that the Agreement and the Term Notes are
amended as follows:

     1. Section 7.4 of the Agreement is amended to change the "; and" at the end
of subsection (g) to read ";", to substitute "; and" for the period at the end
of subsection (h) and to add the following substitution (i)

          "(i) existing indebtedness of Northwestern Zodiac Limited Partnership
     to IDS Life Insurance Company but no extension, renewal or increase
     thereof."

     2. Section 7.5 of the Agreement is amended to read in its entirety as
follows:

          "7.5 Acquisitions. Except for the acquisition of all of the Equity
     Interests of Northwestern Zodiac Limited Partnership pursuant to the terms
     of the Purchase Agreement dated February 11, 2005 between Financial, S.
     James Clarkson and Petcoff Financial Services, LLC, purchase or otherwise
     acquire or become obligated for the purchase of all or substantially all of
     the assets or business interests of any Person or any shares of stock of
     any Person or in any other manner effectuate or attempt to effectuate an
     expansion of present business by acquisition."

     3. Section 7.7 of the Agreement is amended to change the period at the end
of subsection (j) to read "; and" and to add the following subsection (k):

          "(k) a $1,500,000 investment made to acquire all of the Equity
     Interests of Northwestern Zodiac Limited Partnership."

     4. Section 7.7 of the Agreement is amended to change the "; and" at the end
of subsection (b) to read ";", to change the period at the end of subsection (c)
to be "; and" and to add the following subsection (d);
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          "(d) Liens to secure the indebtedness permitted under Section 7.4(i)"

     5. Company hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within Company's powers, have been duly authorized, are not
in contravention of law or the terms of the Company's Articles of Incorporation
or Bylaws and do not require the consent or approval of any governmental body,
agency, or authority; and this Amendment and any other documents and instruments
required under this Amendment or the Agreement, will be valid and binding in
accordance with their terms; (b) the representations and warranties of Company
set forth in Sections 5.1 through 5.6 and 5.8 through 5.21 of the Agreement are
true and correct in all material respects on and as of the date hereof with the
same force and effect as if made on and as of the date hereof; (c) the
representations and warranties of Company set forth in Section 5.7 of the
Agreement are true and correct in all material respects as of the date hereof
with respect to the most recent financial statements furnished to the Bank by
Company in accordance with Section 6.1 of the Agreement; and (d) no Event of
Default, or condition or event which, with the giving of notice or the running
of time, or both, would constitute an Event of Default under the Agreement, has
occurred and is continuing as of the date hereof.

     6. This Amendment shall be effective upon (a) execution hereof by Company,
Agent and the Banks, (b) execution by the Guarantors of a reaffirmation of
Guaranty in the form attached hereto as Exhibit A, and (c) execution and
delivery by Financial to Bank of an Amended and Restated Pledge Agreement in
form acceptable to Agent granting to Agent a first priority security interest in
the Equity Interests of Northwestern Zodiac Limited Partnership acquired by
Financial.

     7. This Amendment may be signed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

     8. Capitalized terms not defined herein shall have the meanings given to
them in the Agreement.
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     WITNESS the due execution hereof as of the day and year first above
written.

COMERICA BANK, AS AGENT                 NORTH POINTE HOLDINGS
                                        CORPORATION


By:                                     By: /s/ B. Matthew Petcoff
    ---------------------------------       ------------------------------------
Its: Vice President                     Its: Secretary
                                             -----------------------------------


BANKS:                                  COMERICA BANK


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        FIFTH THIRD BANK


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        JPMORGAN CHASE BANK, N.A.,
                                        SUCCESSOR BY MERGER TO BANK ONE NA


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------
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                                    EXHIBIT A

     The undersigned previously executed and delivered to Comerica Bank, as
Agent, Guaranty agreements dated January 26, 2004 ("Guaranties") with respect to
the obligations and liabilities of North Pointe Holdings Corporation
("Borrower") to Comerica Bank, Fifth Third Bank and JPMorgan Chase Bank N.A.,
successor by merger to Bank One NA. The undersigned acknowledge the foregoing
amendment to the Amended and Restated Credit Agreement dated January 26, 2004
between Borrower, Comerica Bank as Agent and the lenders party to the Credit
Agreement. The undersigned acknowledge and agree that the Guaranties remain in
full force and effect in accordance with their respective terms and that the
undersigned have no defense or setoff to their respective obligations under the
Guaranties.

Dated: March ___, 2005                  NORTH POINTE FINANCIAL
                                        SERVICES, INC.


                                        By:  /s/ B. Matthew Petcoff
                                            ------------------------------------
                                        Its: Exec. V.P.
                                             -----------------------------------


                                        N.P. PREMIUM FINANCE COMPANY


                                        By:  /s/ B. Matthew Petcoff
                                            ------------------------------------
                                        Its: V.P.
                                             -----------------------------------

                                        /s/ James G. Petcoff
                                        ----------------------------------------
                                        James G. Petcoff

                                        /s/ B. Matthew Petcoff
                                        ----------------------------------------
                                        B. Matthew Petcoff