**EXHIBIT 10.2****FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT**     This **FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT**(this “**Amendment**”), dated as of July 2, 2007,is entered into by and among Hinton G. Davis (“**Davis**”), HGD Investment Limited Partnership, FirstVenture Holdings, LLC, Mary Teresa Davis Tanner, Hinton G. Davis III Grantor Trust (“**GrantorTrust**”), and Susan Cheri Davis McMillan (each a “**Seller**” and collectively the “**Sellers**”), NorthPointe Holdings Corporation, a Michigan corporation (“**NPHC**”), and Capital City Acquisition Corp., aMichigan corporation (the “**Buyer**”). This Amendment amends that certain Stock Purchase Agreement,dated May 11, 2007, between Sellers, NPHC and Buyer (the “**Agreement**”). Capitalized terms used butnot defined in this Amendment shall have the meanings ascribed to them in the Agreement.RECITALS:     A. Sellers, NPHC and Buyer entered into the Agreement in order to consummate a transactionwhereby Buyer would purchase from Sellers and Hinton G. Davis III, Trust B (“**Trust B**”), and Sellersand Trust B would sell to Buyer, all of the outstanding capital stock of (i) the Group Companies,and (ii) the Subsidiaries of the Group Companies;     B. At the time that the Agreement was entered into, the Parties were unaware that Trust B hadpreviously been required by its terms to distribute the assets thereof to the beneficiary thereofand to terminate;     C. The outstanding capital stock of the Group Companies and their Subsidiaries that hadpreviously been owned by Trust B has been distributed to the beneficiary thereof, who in turncontributed such capital stock to Grantor Trust so that Grantor Trust now holds all such capitalstock previously held by Trust B; and     D. The Parties desire to substitute Grantor Trust for Trust B in the Agreement.     NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations,warranties, covenants and agreements contained in this Amendment and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, and intending to belegally bound, the parties hereby agree as follows:     1. The Agreement is hereby amended to substitute Grantor Trust for Trust B wherever Trust Bappears in the Agreement and in the Exhibits and Disclosure Schedules thereto.     2. Grantor Trust hereby agrees to be bound by, and shall have all the rights, and shallobserve all the obligations of Trust B pursuant to the original terms and conditions of theAgreement.     3. The Sellers, NPHC and Buyer hereby consent to the substitution of Grantor Trust for TrustB.

 
     4. The language in Section 2.1(b) of the Agreement is hereby deleted in its entirety andreplaced by the following:     “The consideration (the “Purchase Price”) payable by Buyer for the Shares is FortyMillion Four Hundred Seventy Thousand Dollars ($40,470,000).”     5. The language in Section 2.3(a)(i) of the Agreement is hereby deleted in its entirety andreplaced by the following:          “An amount of cash equal to the Purchase Price (minus the Reserve Escrow Amount and theother deductions as set forth on Exhibit 2.3(a) attached hereto) in immediatelyavailable funds by wire transfer to a bank account of Sellers as designated by Sellers. TheReserve Escrow Amount shall be paid to the Escrow Agent and the other deductions set forthon Exhibit 2.3(a) will be paid directly to the Persons indicated on Exhibit2.3(a) for and on behalf of Sellers.”[the remainder of this page intentionally left blank]
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     In witness whereof the undersigned have executed this First Amendment to Stock PurchaseAgreement effective as of the date first set forth above.           CAPITAL CITY ACQUISITION CORP.   HGD INVESTMENT LIMITED PARTNERSHIP                   By: HGD, LLC, General Partner             By:                     Name: James G. Petcoff        Title: President   By:                     Name: Hinton G. Davis        Title: President             NORTH POINTE HOLDINGS CORPORATION   FIRST VENTURE HOLDINGS, LLC             By:     By:               Name: James G. Petcoff   Name: Hinton G. Davis  Title: Chairman and Chief Executive Officer   Title: Authorized Member             HINTON G. DAVIS III, TRUST B                       Hinton G. Davis             By:                     Name: Susan Cheri Davis McMillan        Title: Trustee                       Mary Teresa Davis Tanner             HINTON G. DAVIS III, GRANTOR TRUST                       Susan Cheri Davis McMillan             By:                     Name: Susan Cheri Davis McMillan        Title: Trustee                   Consented to by:                            Hinton G. Davis III                            Mary Ellen Davis        [Signature Page to First Amendment to Stock Purchase Agreement]