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                                                                    Exhibit 10.3

                              EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT dated as of January 1, 2004 by and between AMERISAFE,
INC., a Texas corporation (the "Company"), and Geoffrey R. Banta (the
"Employee").

                                   WITNESSETH:

      WHEREAS the Company desires to induce the Employee to continue in the
employment by the company for the period provided in this Agreement, and the
Employee is willing to continue such employment with the Company on a full-time
basis, all in accordance with the terms and conditions set forth below;

      NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
as follows:

1.    Employment.

      (a)   The Company hereby agrees to continue to employ the Employee, and
            the Employee hereby accepts such employment with the Company, for
            the period set forth in Section 2 hereof, subject to the terms and
            conditions hereinafter set forth.

      (b)   The Employee affirms and represents that he is under no obligation
            to any former employer or other party which is in any way
            inconsistent with, or which imposes any restriction upon, the
            Employee's employment hereunder with the Company, the employment of
            the Employee by the Company, or the Employee's undertakings under
            this Agreement.

2.    Term of Employment. Unless earlier terminated by the Employee or the
      Company as provided in this Agreement, the term of the Employee's
      employment under this Agreement shall be for a period beginning on January
      1, 2004 (the "Effective Date") and ending on the second anniversary of the
      Effective Date, January 1, 2006, provided, however, that this Agreement
      shall automatically renew for successive one year periods, unless either
      party shall notify the other in writing not less than thirty (30) days
      prior to the second anniversary date or any successive anniversary date
      that it does not intend to renew this Agreement. Such period, plus any
      annual renewal periods, or, if the Employee's employment hereunder is
      earlier terminated as provided herein and including termination pursuant
      to Section 9(a)(i)-(v), such shorter period, is sometimes referred to
      herein as the "Employment Term".

3.    Duties. The Employee shall be employed by the Company as a senior
      executive officer and shall endeavor in good faith to competently perform
      such duties as inherent in his/her employment and/or any designated job
      position and/or as specified by the Company and shall also perform and
      discharge such other employment duties and responsibilities as the Board
      of Directors of the Company shall from time to time reasonably determine,
      not inconsistent with his/her position as a senior executive officer with
      the Company. Employee shall also comply with any By-Laws of the Company,
      as applicable. The Employee shall perform his duties principally at the
      offices of the Company at 2301

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      Highway 190 West, DeRidder, Louisiana, with such travel to such other
      locations from time to time as the Board of Directors of the Company may
      reasonably prescribe. Except as may otherwise be approved in advance by
      the Board of Directors of the Company, and except during vacation periods
      and reasonable periods of absence due to sickness, personal injury or
      other disability, the Employee shall devote his full time during normal
      business hours throughout the Employment Term to the services required of
      him hereunder; provided that the foregoing shall not prohibit the Employee
      from engaging in reasonable charitable and community activities. The
      Employee shall render his business services exclusively to the Company and
      its subsidiaries during the Employment Term and shall use his good faith
      efforts, judgment and energy to improve and advance the business and
      interests of the Company and its subsidiaries in a manner consistent with
      the duties of his position.

4.    Conflicts of Interest and Compliance. Employee shall not engage in any
      conflict of interest and/or take any actions or engage in any conduct
      which is contrary to the exclusive interests of the Company. Employee
      shall comply with all applicable laws and regulations (federal, state
      and/or local) and shall comply with all applicable directives, orders and
      regulations of any governmental agency or regulatory body including
      federal, state and local agencies and bodies. Employee shall also comply
      with all policies and procedures of the Company and directives of the
      Board of Directors. Employee understands, acknowledges and agrees that
      he/she may hold a position of trust and that fiduciary duties and
      responsibilities may apply under applicable law and that these duties and
      responsibilities may be continuing in nature, even after separation from
      employment. Employee agrees to fully and faithfully perform and discharge
      all such duties, responsibilities and obligations.

5.    EEO Compliance. Employee shall not engage in any conduct which constitutes
      an unlawful employment practice or which violates any laws or regulations
      (federal, state and/or local) prohibiting discrimination, harassment
      and/or retaliation. Employee acknowledges that the Company is an Equal
      Opportunity Employer and prohibits all forms of unlawful discrimination in
      the terms and conditions of employment and prohibits all forms of
      harassment, including sexual harassment.

6.    Salary and Bonus.

      (a)   Salary. As compensation for the services to be performed by the
            Employee hereunder during the Employment Term, the Company shall pay
            the Employee a base salary at the annual rate of not less than Two
            Hundred Thousand Dollars ($200,000.00) (said amount, together with
            any increases thereto as may be determined from time to time by the
            Compensation Committee of the Board of Directors of the Company in
            its sole discretion, being hereinafter referred to as "Salary"). Any
            Salary payable hereunder shall be paid in regular intervals in
            accordance with the Company's payroll practices from time to time in
            effect, but in no event less than monthly.

      (b)   Bonus. The Employee shall be eligible to receive bonus compensation
            from the Company in respect of each fiscal year (or portion thereof)
            occurring during the

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            Employment Term in amounts, if any, as may be determined by the
            Compensation Committee of the Board of Directors of the Company in
            its sole discretion on the basis of performance-based criteria to be
            established from time to time by such Committee in its sole
            discretion.

      (c)   Withholding, Etc. The payment of any Salary and Bonus under this
            Section 6, and the payment of any severance pay pursuant to Section
            9 hereof, shall be subject to applicable withholding and payroll
            taxes and such other deductions as may be required under the
            Company's employee benefit plans.

7.    Other Benefits.

      During the Employment Term, the Employee shall:

      (a)   be eligible to participate in all employee fringe benefits and
            pension and/or profit sharing plans that may be provided by the
            Company for its other senior executive officers in accordance with
            the provision of any such plans, as the same may be in effect from
            time to time;

      (b)   be eligible to participate in all medical and health plans or other
            employee welfare benefit plans that may be provided by the company
            for its other senior executive officers in accordance with the
            provisions of any such plans, as the same be in effect from time to
            time;

      (c)   be entitled to at least 23 vacation/personal days in each calendar
            year; the Employee shall also be entitled to all paid holidays given
            by the company to its other senior executive officers;

      (d)   be entitled to sick pay and disability benefits in accordance with
            any Company policy that may be applicable to other senior executive
            officers from time to time,

      (e)   be entitled to a car allowance consistent with Company practice as
            of the date hereof; and

      (f)   be entitled to reimbursement for all reasonable out-of-pocket
            business expenses incurred by the Employee in the performance of his
            duties hereunder in accordance with company policy that may be
            applicable to senior executive officers from time to time.

8.    Confidential Information. The Employee hereby covenants, agrees and
      acknowledges as follows:

      (a)   The Employee has and will have access to and will participate in the
            development of or be acquainted with confidential or proprietary
            information and trade secrets that directly or indirectly relate to
            the business, prospects, operations and other aspects of the Company
            and any other present or future subsidiaries of the Company
            (collectively with the Company, the "Companies"), including but not
            limited to (1) customer lists; the identity, lists or descriptions
            of new or

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            prospective customers; financial statements; cost reports or other
            financial information; contract proposals or bidding information,
            business plans; training and operations methods and manuals;
            personnel records; software programs; reports and correspondence;
            and management systems, policies or procedures, including related
            forms and manuals; (ii) information pertaining to future
            developments such as future marketing or acquisition plans or ideas;
            and (iii) all other tangible and intangible property, which are used
            in the business and operations of the Companies but not made public.
            The information and trade secrets relating to the business of the
            Companies described hereinabove in this paragraph (a) are
            hereinafter referred to collectively as the "Confidential
            Information", provided that the term "Confidential Information"
            shall not include any information (x) that is or becomes publicly
            available (other than as a result of violation of this Agreement by
            the Employee), or (y) that the Employee receives or received on a
            non-confidential basis from a source (other than the Companies or
            any of their representatives) that is not prohibited from disclosing
            such information by a legal, contractual or fiduciary obligation
            (provided, however that the Employee shall not be deemed to be in
            violation of this clause (y) unless he has actual knowledge of any
            such obligation on the party of any such source).

      (b)   The Employee shall not disclose, use or make known for his or
            another's benefit any Confidential Information or use such
            Confidential Information in any way except in connection with the
            performance of the Employee's duties under this Agreement. The
            Employee may disclose Confidential Information in response to an
            order or subpoena of a court or governmental agency of competent
            jurisdiction and authority provided, however, notice of such order
            or subpoena shall be immediately communicated to the Company
            telephonically and in writing so that the Company shall have an
            opportunity to intervene and assert its rights to nondisclosure
            prior to any response by Employee to such an order or subpoena and
            in such notice, Employee shall advise as to whether or not he/she
            intends to comply with and/or respond to the order and/or subpoena.

      (c)   The Employee acknowledges and agrees that a remedy at law for any
            breach or threatened breach of the provisions of this Section 8
            would be inadequate and, therefore, agrees that the Company shall be
            entitled to injunctive relief in addition to any other available
            rights and remedies in case of any such breach or threatened breach;
            provided, however, that nothing contained herein shall be construed
            as prohibiting the Company from pursuing any other rights and
            remedies available for any such breach or threatened breach.

      (d)   The Employee agrees that upon termination of his employment with the
            company for any reason, the Employee shall promptly return to the
            Company all Confidential Information in his possession in whatever
            form maintained (including, without limitation, computer disks and
            other electronic media).

      (e)   The obligations of the Employee under this Section 8 shall, except
            as otherwise provided herein, survive the termination of the
            Employment Term and/or the expiration or termination of this
            Agreement for a period of five years.

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9.    Termination.

      (a)   The Employee's employment hereunder shall be terminated upon the
            occurrence of any of the following:

            (i)   death of the Employee;

            (ii)  the Employee's inability to perform his duties on account of
                  disability or incapacity for a period of one hundred eighty
                  (180) or more days, whether or not consecutive, within any
                  period of twelve (12) consecutive months;

            (iii) a Termination for Cause (as defined herein);

            (iv)  a Termination Without Cause (as defined herein); or

            (v)   termination of the Employee's employment hereunder by the
                  Employee at any time other than a termination by the Employee
                  pursuant to Section 9(a)(iv) hereof (a "Resignation").

                  The term "Termination for Cause" shall mean a termination of
                  the Employee's employment hereunder by action of the Board of
                  Directors of the Company at any time, including during the
                  Employment Term, as a result of any of the following with
                  respect to the Employee: (1) indictment or arrest for the
                  alleged commission of a felony, (2) acts of dishonesty or
                  moral turpitude which are materially detrimental to the
                  Companies, (3) acts or omissions which the Employee reasonably
                  knew were likely to materially damage the business of the
                  Company, (4) failure by the Employee to obey the reasonable
                  and lawful orders of the Board of Directors of the Company, or
                  (5) gross negligence by the Employee in the performance of, or
                  willful disregard by the Employee of, his obligations
                  hereunder; provided, however, that prior to any termination
                  pursuant to clauses (4) or (5) above, the Board of Directors
                  of the Company shall have provided the Employee with written
                  notice of such action, failure or event and a reasonable
                  period in which to cure the same. This advance notice and cure
                  provision for termination pursuant to clauses (4) or (5) above
                  shall not apply and is not required if giving notice and/or a
                  cure period would be contrary to the best interests of the
                  Company.

                  The term "Termination Without Cause" shall mean: (1) the
                  Company is giving written notice at any time, including during
                  the Employment Term, to the Employee that the Employee's
                  employment is being terminated or non-renewed (pursuant to
                  paragraph 2. hereof) other than pursuant to clauses (i), (ii)
                  or (iii) of the first paragraph of this Section 9(a), or (2)
                  the Employee giving written notice to the Company that he is
                  terminating his employment with the Company upon the
                  occurrence of any of the following items:

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                  (A)   significant adverse change in the nature or scope of the
                        authorities, powers, functions, responsibilities or
                        duties associated with the job position designated
                        and/or existing at the effective date of this Agreement,
                        a reduction in the Employee's Salary, or the termination
                        of the Employee's rights to any employee benefits to
                        which he was entitled pursuant to this Agreement (other
                        than a termination of rights or benefits applicable to
                        all executive officers), any of which is not remedied
                        within 10 calendar days after receipt by the Company of
                        written notice from the Employee of such change,
                        reduction or termination as the case may be;

                  (B)   the Company shall require the Employee to have his
                        principal location of work changed to any location which
                        is in excess of 25 miles from the location thereof as of
                        the date of this Agreement without his prior written
                        consent; or

                  (C)   without limiting the generality or effect of the
                        foregoing, any material breach of this Agreement by the
                        Company or any successor thereto.

                  (D)   a "Change of Control". For purposes of this Agreement
                        and this provision, a Change of Control shall mean the
                        following: (i) sale of all or substantially all of the
                        Company's assets to any person or entity; (ii) a merger,
                        consolidation or other similar business combination of
                        the Company or of the subsidiaries of the Company, taken
                        as a whole (the Subsidiaries"), with or into another
                        company other than AmCOMP Incorporated, with the effect
                        that, immediately following such merger, consolidation
                        or other business combination, the Qualified
                        Shareholders of the Company or the Subsidiaries, taken
                        as a whole, prior to such merger, consolidation or other
                        business combination hold less than 50% of the combined
                        voting power of the then outstanding securities of the
                        surviving company of such merger, consolidation or other
                        business combination ordinarily ( and apart from rights
                        accruing under special circumstances) having the right
                        to vote in the election of directors; OR (iii) a sale,
                        transfer and/or acquisition of a majority of the common
                        stock of the Company to a person or entity that is not a
                        "Qualified Shareholder." For purposes of this Agreement
                        and this provision, a Change of Control shall not mean a
                        public offering of equity securities of the Company
                        registered under the Securities Act of 1933, as amended.
                        For purposes of this Agreement and this provision,
                        "Qualified Shareholders" is defined as and shall mean
                        WCAS VII, L.P. Sprout Group and affiliates of either
                        WCAS VII, L.P. or Sprout Group.

      (b)   In the event that the Employee's employment is terminated at any
            time by a Termination Without Cause, for a 12 month period following
            the effective date of

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            such termination, the company shall pay (as severance, termination
            pay, contract payout, compensation and/or liquidated damages) the
            Salary that would have otherwise been payable to the Employee during
            such period. This amount will be paid during such period in
            accordance with the Company's then existing payroll practices,
            methods and/or pay periods. In addition, in the event that
            Employee's employment is terminated at any time by Termination
            Without Cause, the Company will pay and/or reimburse Employee for a
            12 month period following such termination the actual cost of COBRA
            continuing health coverage premiums. In this regard, if the Employee
            is eligible for COBRA continuing health benefits and if Employee
            timely elects COBRA continuing health care coverage, the Company
            will pay and/or reimburse up to a maximum of 12 months of COBRA
            continuing health care coverage premiums. It shall be at the
            Company's option and discretion to either pay the COBRA premiums
            directly or to reimburse the Employee for premiums that the Employee
            pays for COBRA continuing health coverage. Any premiums or amounts
            due for COBRA continuing health coverage beyond the 12 month period
            referenced above shall be at the sole cost and expense of Employee
            and will not be paid and/or reimbursed by the Company. The above
            described obligations of the Company (continuation of salary for a
            12 month period following Termination Without Cause and payment of
            COBRA premiums for a 12 month period following Termination Without
            Cause) shall be the exclusive remedies and payment obligations and
            no other amounts or obligations will be due and owing by the Company
            to Employee. In this regard, Termination Without Cause may be
            effectuated at any time during the Employment Term or renewal and
            the only amounts that the Company will be obligated or required to
            pay are the amounts calculated according to the formulas set forth
            above.

      (c)   Notwithstanding anything to the contrary expressed or implied
            herein, except as required by applicable law and except as set forth
            in Section 9(b) above, the Company shall not be obligated to make
            any payments to the Employee or on his behalf of whatever kind or
            nature by reason of the Employee's cessation of employment
            (including, without limitation, by reason of a Termination for
            Cause), other than (i) such amounts, if any, of his Salary as shall
            be accrued and remained unpaid as of the date of said cessation and
            (ii) such other amounts, if any, which may be then otherwise payable
            to the Employee pursuant to the terms of the Company's benefits
            plans or pursuant to Section 7 above.

10.   Restrictive Covenants

      10.01 Noncompetition and Nonsolicitation of Customers.

      (a)   The Employee agrees that during the Noncompete Period (as defined
            herein), without the prior written consent of the Company, Employee
            shall refrain, directly or indirectly, and whether as a principal,
            agent, employee, owner, partner, officer, director, shareholder,
            member or otherwise, alone or in association with any other person
            or entity, from carrying on or engaging in a business similar to
            that of the

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            Company and/or from soliciting customers of the Company within the
            Designated Area, so long as the Company carries on like a business
            therein.

      (b)   Noncompete Period. For purposes of this Agreement, the "Noncompete
            Period" shall mean the Employment Term plus:

            (i)   in the event that the employment of the Employee is terminated
                  by a Termination Without Cause, a period of 12 months. As
                  such, the Noncompete Period would be the term and duration of
                  employment and would extend beyond termination and/or
                  separation for 12 months; or

            (ii)  in the event that the employment of the Employee is terminated
                  by the Company by a Termination With Cause, or by the
                  Employee's Resignation pursuant to Section 9(v) of this
                  Agreement or the Employee's nonrenewal under Section 2 of this
                  Agreement, the Noncompete Period shall expire upon the
                  expiration, termination and/or separation of the Employee's
                  employment with the Company; provided, however, in such event
                  the Company shall have the exclusive option and absolute right
                  of extending the Noncompete Period for a period of 12 months
                  following the termination and/or separation of employment if
                  the Company: (1) delivers written notice to the Employee
                  irrevocably exercising such option before employment
                  termination and/or separation or within 180 days after
                  employment separation and/or termination and (2) agrees to pay
                  and does pay the employee the Salary and benefit amounts as
                  designated under Section 9(b) of this Agreement for such 12
                  month period. If the Company exercises this option and right
                  and complies with the requirements for same, the Noncompete
                  Period shall be extended for the 12 month period designated
                  and Employee agrees and acknowledges that he/she is bound by
                  such period.

      (c)   Definition of Designated Area. The term "Designated Area" shall mean
            the states, parishes, counties and/or municipalities designated in
            Attachment "A".

      (d)   Business of the Company. Employee acknowledges and understands that
            the "business" of the Company involves and relates to the
            underwriting of risks for worker's compensation insurance and
            related services. Employee further acknowledges, agrees and
            represents that he/she understands and knows the business in which
            the Company is engaged and the scope, activities and/or business
            pursuits involved in the business of the Company and in the
            underwriting of risks for worker's compensation insurance and
            related services. Employee further acknowledges and understands that
            the noncompetition and nonsolicitation of customer restrictions in
            this Agreement prohibit the Employee from engaging, in any capacity
            and/or any position, and/or from conducting any activities and/or
            business similar to that of the Company and under the specific terms
            and conditions of this Agreement.

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      (e)   Customers of the Company. For purposes of this Agreement,
            "customers" shall include, but are not limited to, insured
            businesses and/or entities who have and/or have had insurance
            coverage with the Company and insurance agents with whom the Company
            has contracts, agreements, arrangements and/or any type of business,
            insurance placement and/or working relationship. Employee
            acknowledges and represents that he/she understands the nature of
            the Company's customer relationships and who and/or what comprises
            its customers.

      10.02 Nonsolicitation. Employee shall not, during the Noncompete Period,
directly or indirectly solicit or induce, or attempt to solicit or induce, any
employee, agent of or consultant to the Company to leave his or her employment
or terminate his or her consultation agreement or similar relationship with the
Company.

      10.03 Amerisafe Designation. As used in this Section 10, Amerisafe, Inc.
and/or the "Company" includes Amerisafe, Inc., American Interstate Insurance
Company, Silver Oak Casualty, Inc. and any and all predecessor entities,
successor entities, affiliate entities, parent companies and subsidiaries. The
parties acknowledge and agree that the restrictive covenants in this Section 10
enure to the benefit of and operate for the interest of all of the
above-mentioned companies and affiliates.

      10.04 Remedies. In the event of a breach, or a threatened or attempted
breach, of any provision of this Section 10 by the Employee, the parties
recognize that such a breach would cause irreparable harm to the Company, thus
the Company shall, in addition to all other remedies, be entitled to: (a) a
temporary, preliminary and/or permanent injunction against such breach without
the necessity of showing any actual damages or any irreparable injury; (b) a
decree for the specific performance of this Agreement; and/or (c) damages,
attorney's fees and costs. All remedies in favor of Company shall not be
exclusive, but shall be cumulative.

      10.05 Construction, Reformation and Severability. It is understood and
agreed that, should any portion of any clause or paragraph of this Section 10 be
deemed too broad to permit enforcement to its full extent, or should any portion
of any clause or paragraph of this Section 10 be deemed unreasonable, then said
clause or paragraph shall be reformed and enforced to the maximum extent
permitted by law. Additionally, if any of the provisions of this Section 10 are
ever found by a court of competent jurisdiction to exceed the maximum
enforceable (i) periods of time, (ii) geographic areas of restriction, (iii)
scope of noncompetition or nonsolicitation and/or (iv) description of the
Company's business or customers, or for any other reason, then such
unenforceable element(s) of this Section 10 shall be reformed and reduced to the
maximum periods of time, geographic areas of restriction, scope of
noncompetition or nonsolicitation and/or description of the Company's business
that is permitted by law. In this regard, any unenforceable, unreasonable and/or
overly broad provision shall be reformed and/or severed so as to permit
enforcement to the fullest extent permitted by law. Reformation and severability
shall apply.

      10.06 Reasonableness. Employee acknowledges, represents and agrees that
the restrictive covenants in this Section 10 are reasonable in nature, scope,
time and territory and in the terms and conditions set forth herein. Employee
acknowledges, represents and agrees that the Company has

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expended substantial cost in training Employee and that the Company has provided
him/her with access to valuable information and has provided him/her with
valuable experience. In addition, Employee acknowledges, represents and agrees
that the Company has placed Employee in contact with its customers and has made
Employee part of its business plans. Employee further acknowledges, represents
and agrees that Employee would not have obtained such training, experience,
contacts and information from other sources without the employment relationship
with the Company. Employee further acknowledges, represents and agrees that the
foregoing have occurred and/or resulted based on the Company's reliance on these
restrictive covenants and Employee's representations and obligations made
herein. Employee further acknowledges, represents and agrees that this Section
10 and the obligations of Employee under these restrictive covenants are
reasonable in order to protect the legitimate interests of the Company. Employee
further acknowledges, represents and agrees that by virtue of his/her job
position, he/she has become an integral and influential component of the
Company's current and future business plans. It is Employee's desire and intent
that this Agreement be given full force and effect.

11.   Non-Assignability.

      (a)   Neither this Agreement nor any right or interest hereunder shall be
            assignable by the Employee or his beneficiaries or legal
            representatives without the Company's prior written consent;
            provided, however, that nothing in this Section 11(a) shall preclude
            the Employee from designating a beneficiary to receive any benefit
            payable hereunder upon his death or incapacity.

      (b)   Except as required by law, no right to receive payments under this
            Agreement shall be subject to anticipation, commutation, alienation,
            sale, assignment, encumbrance, charge, pledge, or hypothecation or
            to exclusion, attachment, levy or similar process or to assignment
            by operation of law, and any attempt, voluntary or involuntary, to
            effect any such action shall be null, void and of no effect.

12.   Binding Effect. Without limiting or diminishing the effect of Section 11
      hereof, this Agreement shall inure to the benefit of and be binding upon
      the parties hereto and their respective heirs, successors, legal
      representatives and assigns.

13.   Notices. All notices which are required or may be given pursuant to the
      terms of this Agreement shall be in writing and shall be sufficient in all
      respects if given in writing and (i) delivered personally, (ii) five
      business days after being mailed by certified or registered mail, return
      receipt requested and postage prepaid, (iii) sent via a nationally
      recognized overnight courier, or (iv) sent via facsimile confirmed by
      certified or registered mail, return receipt requested and postage
      prepaid, if to the Company at the Company's principal place of business,
      and if to the Employee, at his home address most recently filed with the
      Company, or to such other address or addresses as either party shall have
      designated in writing to the other party hereto.

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14.   Law Governing. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Louisiana.

15.   Severability. The Employee agrees that in the event that any court of
      competent jurisdiction shall finally hold that any provision of this
      Agreement is void or constitutes an unreasonable restriction against the
      Employee, this Agreement shall not be rendered void but shall apply with
      respect to such extent as such court may judicially determine constitutes
      a reasonable restriction under the circumstances. If any part of this
      Agreement is held by a court of competent jurisdiction to be invalid,
      illegible or incapable of being enforced in whole or in part by reason of
      any rule of law or public policy, such part shall be deemed to be severed
      from the remainder of this Agreement for the purpose only of the
      particular legal proceedings in question and all other covenants and
      provisions of this Agreement shall in every other respect continue in full
      force and effect and no covenant or provision shall be deemed dependent
      upon any other covenant or provision. Severability and reformation shall
      apply.

      It is understood and agreed that, should any portion of any clause or
      paragraph of this Agreement be deemed too broad to permit enforcement to
      its full extent, or should any portion of any clause or paragraph of this
      Agreement be deemed unreasonable, then said clause or paragraph shall be
      reformed and enforced to the maximum extent permitted by law.

16.   Waiver. Failure to insist upon strict compliance with any of the terms,
      covenants or conditions hereof shall not be deemed a waiver of such term,
      covenant or condition, nor shall any waiver or relinquishment of any right
      or power hereunder at any one or more times be deemed a waiver or
      relinquishment of such right or power at any other time or times.

17.   Entire Agreement; Modifications. This Agreement, with referenced
      Attachment "A," constitutes the entire and final expression of the
      agreement of the parties with respect to the subject matter hereof and
      supersedes all prior and/or contemporaneous agreements, oral and written,
      between the parties hereto with respect to the subject matter hereof. This
      Agreement may be modified or amended only by an instrument in writing
      signed by both parties hereto.

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18.   Counterparts. This Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

                                              AMERISAFE, INC.

                                              BY: /s/ C. Allen Bradley, Jr.
                                                  ------------------------------

                                              Employee:

                                              /s/ Geoffrey R. Banta
                                              ---------------------------------
                                              Signature

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                              EMPLOYMENT AGREEMENT

                                 AMENDMENT NO 1

      This First Amendment to the Employment Agreement dated January 1, 2004 by
and between Amerisafe, Inc., a Texas corporation (the "Company"), and Geoffrey
R. Banta (the "Employee"), hereby amends the Agreement as follows:

      Item 2. Term of Employment

            The paragraph beginning, "Unless earlier terminated by the Employee
      or the Company as provided in this Agreement, the term of the Employee's
      employment under this Agreement shall be for a period beginning on January
      1, 2004 (the "Effective Date") and ending on the second anniversary of the
      Effective Date, January 1, 2006..." is hereby amended to read:

            "Unless earlier terminated by the Employee or the Company as
      provided in this Agreement, the term of the Employee's employment under
      this Agreement shall be for a period beginning on January 1, 2004 (the
      "Effective Date") and ending on the fourth anniversary of the Effective
      Date, January 1, 2008..."

      This Amendment is effective June 17, 2005.

                                              AMERISAFE, Inc.

                                              By: /s/ C. Allen Bradley, Jr.
                                                  -----------------------------
                                                  C. Allen Bradley, Jr.,
                                                  President and CEO

      Acknowledged and agreed to June 17, 2005

                                                  /s/ Geoffrey R. Banta
                                                  ------------------------------
                                                  Geoffrey R. Banta