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                                                                    EXHIBIT 10.6

                        SEABRIGHT INSURANCE HOLDINGS INC.
                   AMENDED AND RESTATED 2003 STOCK OPTION PLAN

                                   ARTICLE I

                                 Purpose of Plan

            This Amended and Restated 2003 Stock Option Plan (the "Plan") of
SeaBright Insurance Holdings, Inc., a Delaware corporation, adopted by the Board
of Directors of the Company on February 20, 2004, for executives, directors,
consultants, advisors and key employees of the Company, is intended to advance
the best interests of the Company by providing those persons who have a
substantial responsibility for its management and growth with additional
incentives by allowing them to acquire an ownership interest in the Company and
thereby encouraging them to contribute to the success of the Company and to
remain in its employ. The availability and offering of stock options under the
Plan also increases the Company's ability to attract and retain individuals of
exceptional managerial talent upon whom, in large measure, the sustained
progress, growth and profitability of the Company depends.

                                   ARTICLE II

                                   Definitions

            For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:

            "Board" shall mean the Board of Directors of the Company.

            "Cause" shall mean (A) if a Participant (i) acts in bad faith and to
the detriment of the Company; (ii) refuses or fails to act in accordance with
any specific direction or order of the Company or the Board; (iii) exhibits in
regard to his employment unfitness or unavailability for service, unsatisfactory
performance, misconduct, dishonesty, habitual neglect, or incompetence; (iv) is
convicted of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person (or enter a plea of guilty or nolo contendere with
respect thereto); or (v) breaches any material term of this Plan or breaches any
other agreement (including, without limitation, any employment agreement)
between or among such Participant and the Company or (B) such other definition
may be set forth in a Participant's Option Agreement (as defined in Section
6.3).

            "Code" shall mean the Internal Revenue Code of 1986, as amended, and
any successor statute.

            "Committee" shall mean the committee of the Board which may be
designated by the Board to administer the Plan. The Committee shall be composed
of two or more directors as appointed from time to time to serve by the Board.



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            "Common Stock" shall mean the Company's Common Stock, par value $.01
per share, or if the outstanding Common Stock is hereafter changed into or
exchanged for different stock or securities of the Company, such other stock or
securities.

            "Company" shall mean SeaBright Insurance Holdings, Inc., a Delaware
corporation, and (except to the extent the context clearly requires otherwise)
any subsidiary corporation of SeaBright Insurance Holdings, Inc. as such term is
defined in Section 424(f) of the Code.

            "Disability" shall mean the inability, due to illness, accident,
injury, physical or mental incapacity or other disability, of any Participant to
carry out effectively his or her duties and obligations to the Company or to
participate effectively and actively in the management of the Company for a
period of at least 90 consecutive days or for shorter periods aggregating at
least 120 days (whether or not consecutive) during any twelve-month period, as
determined in the reasonable judgment of the Board.

            "Fair Market Value" of the Common Stock shall be determined by the
Committee or, in the absence of the Committee, by the Board.

            "Options" shall have the meaning set forth in Article IV.

            "Participant" shall mean any executive or other key employee of the
Company who has been selected to participate in the Plan by the Committee or the
Board.

            "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

            "Sale of the Company" means the sale of the Company pursuant to
which any party or parties (other than Summit Partners, L.P. and/or any of its
affiliated investment funds) acquire (i) capital stock of the Company possessing
the voting power under normal circumstances to elect a majority of the Company's
board of directors (whether by merger, consolidation or sale or transfer of the
Company's capital stock) or (ii) all or substantially all of the Company's
assets determined on a consolidated basis.

                                  ARTICLE III

                                 Administration

            The Plan shall be administered by the Committee; provided that if
for any reason the Committee shall not have been appointed by the Board, all
authority and duties of the Committee under the Plan shall be vested in and
exercised by the Board. Subject to the limitations of the Plan, the Committee
shall have the sole and complete authority to: (i) select Participants, (ii)
grant Options to Participants in such forms and amounts as it shall determine,
(iii) impose such limitations, restrictions and conditions upon such Options as
it shall deem appropriate, (iv) interpret the Plan and adopt, amend and rescind
administrative guidelines and



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other rules and regulations relating to the Plan, (v) correct any defect or
omission or reconcile any inconsistency in the Plan or in any Option granted
hereunder and (vi) make all other determinations and take all other actions
necessary or advisable for the implementation and administration of the Plan.
The Committee's determinations on matters within its authority shall be
conclusive and binding upon the Participants, the Company and all other Persons.
All expenses associated with the administration of the Plan shall be borne by
the Company. The Committee may, as approved by the Board and to the extent
permissible by law, delegate any of its authority hereunder to such persons as
it deems appropriate.

                                   ARTICLE IV

                         Limitation on Aggregate Shares

            The number of shares of Common Stock with respect to which options
may be granted under the Plan (the "Options") and which may be issued upon the
exercise thereof shall not exceed, in the aggregate, 101,500 shares; provided
that the type and the aggregate number of shares which may be subject to Options
shall be subject to adjustment in accordance with the provisions of paragraph
6.8 below, and further provided that to the extent any Options expire
unexercised or are canceled, terminated or forfeited in any manner without the
issuance of Common Stock thereunder, or if any Options are exercised and the
shares of Common Stock issued thereunder are repurchased by the Company, such
shares shall again be available under the Plan. The 101,500 shares of Common
Stock available under the Plan may be either authorized and unissued shares,
treasury shares or a combination thereof, as the Committee shall determine.

                                   ARTICLE V

                                     Awards

            5.1 Options. The Committee may grant Options to Participants in
accordance with this Article V.

            5.2 Form of Option. Options granted under this Plan may be, in the
Committee's discretion, either incentive stock options (which are intended to be
"incentive stock options" within the meaning of Section 422(b) of the Code or
any successor provision) or nonqualified stock options.

            5.3 Exercise Price. The option exercise price per share of Common
Stock shall be fixed by the Committee at not less than 100% of the Fair Market
Value of a share of Common Stock on the date of grant.

            5.4 Exercisability. Options shall be exercisable at such time or
times as the Committee shall determine at or subsequent to grant.

            5.5 Payment of Exercise Price. Options shall be exercised in whole
or in part by written notice to the Company (to the attention of the Company's
Secretary) accompanied by



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payment in full of the option exercise price. Payment of the option exercise
price shall be made in cash (including check, bank draft or money order).

            5.6 Terms of Options. The Committee shall determine the term of each
Option, which term shall in no event exceed ten years from the date of grant.

                                   ARTICLE VI

                               General Provisions

            6.1 Conditions and Limitations on Exercise. Options may be made
exercisable in one or more installments, upon the happening of certain events,
upon the passage of a specified period of time, upon the fulfillment of certain
conditions or upon the achievement by the Company of certain performance goals,
as the Committee shall decide in each case when the Options are granted.

            6.2 Sale of the Company. In the event of a Sale of the Company, the
Committee or the Board may provide, in its discretion, that the Options shall
become immediately exercisable by any Participants who are employed by the
Company at the time of the Sale of the Company and/or that all Options shall
terminate if not exercised as of the date of the Sale of the Company or other
prescribed period of time.

            6.3 Written Agreement. Each Option granted hereunder to a
Participant shall be embodied in a written agreement (an "Option Agreement")
which shall be signed by the Participant and by the Chairman or Chief Executive
Officer or the President of the Company for and in the name and on behalf of the
Company and shall be subject to the terms and conditions of the Plan prescribed
in the Agreement (including, but not limited to, (a) the right of the Company
and such other Persons as the Committee shall designate ("Designees") to
repurchase from each Participant, and such Participant's transferees, all shares
of Common Stock issued or issuable to such Participant on the exercise of an
Option in the event of such Participant's termination of employment (or in the
case of a Participant who was not an employee, the first date on which such
Participant is no longer acting as a director of, or consultant or advisor to,
the Company or its Subsidiaries), (b) rights of first refusal granted to the
Company and Designees, (c) holdback and other registration right restrictions in
the event of a public registration of any equity securities of the Company and
(d) any other terms and conditions which the Committee shall deem necessary and
desirable).

            6.4 Listing, Registration and Compliance with Laws and Regulations.
Options shall be subject to the requirement that if at any time the Committee
shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to the Options upon any securities exchange
or under any state or federal securities or other law or regulation, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to or in connection with the granting of the Options or
the issuance or purchase of shares thereunder, no Options may be granted or
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. The holders of such Options
shall supply the



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Company with such certificates, representations and information as the Company
shall request and shall otherwise cooperate with the Company in obtaining such
listing, registration, qualification, consent or approval. In the case of
officers and other Persons subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended, the Committee may at any time impose any limitations
upon the exercise of an Option that, in the Committee's discretion, are
necessary or desirable in order to comply with such Section 16(b) and the rules
and regulations thereunder. If the Company, as part of an offering of securities
or otherwise, finds it desirable because of federal or state regulatory
requirements to reduce the period during which any Options may be exercised, the
Committee, may, in its discretion and without the Participant's consent, so
reduce such period on not less than 15 days written notice to the holders
thereof.

            6.5 Nontransferability. Options may not be transferred other than by
will or the laws of descent and distribution and, during the lifetime of the
Participant, may be exercised only by such Participant (or his legal guardian or
legal representative). In the event of the death of a Participant, exercise of
Options granted hereunder shall be made only:

            (a) by the executor or administrator of the estate of the deceased
Participant or the Person or Persons to whom the deceased Participant's rights
under the Option shall pass by will or the laws of descent and distribution; and

            (b) to the extent that the deceased Participant was entitled thereto
at the date of his death, unless otherwise provided by the Committee in such
Participant's Option Agreement.

            6.6 Expiration of Options.

            (a) Normal Expiration. In no event shall any part of any Option be
exercisable after the date of expiration thereof (the "Expiration Date"), as
determined by the Committee pursuant to paragraph 5.6 above.

            (b) Early Expiration Upon Termination of Employment and Other
Matters. Except as otherwise provided by the Committee in a Participant's Option
Agreement, any portion of a Participant's Option that was not vested and
exercisable on the date of the termination of such Participant's employment (or
in the case of a Participant who was not an employee, the first date on which
such Participant is no longer acting as a director of, or consultant or advisor
to, the Company or its Subsidiaries) shall expire and be forfeited as of such
date, and any portion of a Participant's Option that was vested and exercisable
on the date of the termination of such Participant's employment (or in the case
of a Participant who was not an employee, the date on which such Participant is
no longer acting as a director of, or consultant or advisor to, the Company or
its Subsidiaries) shall expire and be forfeited as of such date, except that:
(i) if any Participant dies or becomes subject to any Disability, such
Participant's Option shall expire 90 days after the date of his death or
Disability, but in no event after the Expiration Date, (ii) if any Participant
retires (with the approval of the Board), his Option shall expire 45 days after
the date of his retirement, but in no event after the Expiration Date, and (iii)
if any Participant is discharged other than for Cause, such Participant's Option
shall expire 30 days after the date of his discharge, but in no event after the
Expiration Date.



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            6.7 Withholding of Taxes. The Company shall be entitled, if
necessary or desirable, to withhold from any Participant from any amounts due
and payable by the Company to such Participant (or secure payment from such
Participant in lieu of withholding) the amount of any withholding or other tax
due from the Company with respect to any shares issuable under the Options, and
the Company may defer such issuance unless indemnified to its satisfaction.

            6.8 Adjustments. In the event of a reorganization, recapitalization,
stock dividend or stock split, or combination or other change in the shares of
Common Stock or any merger, consolidation or exchange of shares, the Board or
the Committee may, in order to prevent the dilution or enlargement of rights
under outstanding Options, make such adjustments in the number and type of
shares authorized by the Plan, the number and type of shares covered by
outstanding Options and the exercise prices specified therein as may be
determined to be appropriate and equitable. The issuance by the Company of
shares of stock of any class, or options or securities exercisable or
convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale, or upon the exercise of rights or
warrants to subscribe therefore, or upon exercise or conversion of other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to the number or price of shares of Common Stock then subject to
any Options.

            6.9 Rights of Participants. Nothing in this Plan or in any Option
Agreement shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment, consulting or advisory arrangement at
any time (with or without Cause), nor confer upon any Participant any right to
continue in the employ of the Company for any period of time or to continue his
present (or any other) rate of compensation, and except as otherwise provided
under this Plan or by the Committee in the Option Agreement, in the event of any
Participant's termination of employment (including, but not limited to, the
termination by the Company without Cause) (or in the case of a Participant who
was not an employee, the first date on which such Participant is no longer
acting as a director of, or consultant or advisor to, the Company or its
Subsidiaries) any portion of such Participant's Option that was not previously
vested and exercisable shall expire and be forfeited as of the date of such
termination. No employee, director, consultant or advisor shall have a right to
be selected as a Participant or, having been so selected, to be selected again
as a Participant.

            6.10 Amendment, Suspension and Termination of Plan. The Board or the
Committee may suspend or terminate the Plan or any portion thereof at any time
and may amend it from time to time in such respects as the Board or the
Committee may deem advisable; provided that no such amendment shall be made
without stockholder approval to the extent such approval is required by law,
agreement or the rules of any exchange upon which the Common Stock is listed,
and no such amendment, suspension or termination shall impair in any material
respect the rights of Participants under outstanding Options without the consent
of the Participants affected thereby. No Options shall be granted hereunder
after the tenth anniversary of the adoption of the Plan.

            6.11 Amendment, Modification and Cancellation of Outstanding
Options. The Committee may amend or modify any Option in any manner to the
extent that the Committee would have had the authority under the Plan initially
to grant such Option; provided that no such



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amendment or modification shall impair in any material respect the rights of any
Participant under any Option without the consent of such Participant. With the
Participant's consent (not to be unreasonably withheld or delayed), the
Committee may cancel any Option and issue a new Option to such Participant.

            6.12 Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the Company against all costs
and expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding; provided that any such Committee member shall be entitled to
the indemnification rights set forth in this paragraph 6.12 only if such member
has acted in good faith and in a manner that such member reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that such
conduct was unlawful, and further provided that upon the institution of any such
action, suit or proceeding a Committee member shall give the Company written
notice thereof and an opportunity, at its own expense, to handle and defend the
same before such Committee member undertakes to handle and defend it on his own
behalf.

                                  ARTICLE VII

                             Incentive Stock Options

            Notwithstanding anything to the contrary contained herein, all
Options which are "incentive" stock options (i) shall have an exercise price per
share of Common Stock of not less than 100% of the Fair Market Value of such
share on the date of grant, (ii) shall not be exercisable more than 10 years
after the date of grant, (iii) shall not be transferable other than by will or
under the laws of descent and distribution and, during the lifetime of the
Participant to whom such Options were granted, may be exercised only by such
Participant (or his guardian or legal representative), and (iv) shall be
exercisable only during the Participant's employment by the Company, provided,
however, that the Committee may, in its discretion, provide at the time that an
Option is granted that such Option may be exercised for a period ending upon
either (x) the termination of this Plan in the event of a Participant's death
while an employee of the Company, or (y) the date which is three months after
termination of the Participant's employment for any other reason; and provided
further that if an Option is granted to a person who owns, on the date of grant,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company (or of any parent or subsidiary of the Company in
existence on such date of grant), (A) the price at which each share of Common
Stock may be purchased upon exercise of such Option may not be less than 110% of
the Fair Market Value of such share on the date of grant, and (B) the Option, by
its terms, may not be exercised more than five years after the date of grant.
The Committee's discretion to extend the period during which an Option is
exercisable shall only apply to the extent that (i) the Participant was entitled
to exercise such Option on the date of termination and (ii) such Option would
not have expired had the Participant continued to be employed by the Company.

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