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                                                                   Exhibit 10.15

                        COMMUTATION AND RELEASE AGREEMENT

As of the Effective Date, this Commutation and Release Agreement (this
"Commutation Agreement") is made and entered into by and between AMERISAFE,
Inc., (also known as Amerisafe Insurance Group of DeRidder, Louisiana) on behalf
of itself and all of its Affiliated (as defined herein) and/or subsidiary
companies, including, but not limited to, American Interstate Insurance Company
and Silver Oak Casualty, Inc., and Converium Reinsurance (North America) Inc.
(formerly known as Zurich Reinsurance (North America), Inc.) of Stamford,
Connecticut.

WHEREAS, Company (as defined herein) and Reinsurer (as defined herein) have
entered into the Reinsurance Agreements (as defined herein) pursuant to which
Company ceded to Reinsurer, and Reinsurer assumed from Company, certain
liabilities arising out of policies of insurance written by Company; and

WHEREAS, Company and Reinsurer wish to terminate and extinguish the Reinsurance
Agreements and to fully and finally settle, resolve and commute, by means of the
payment described herein, all their rights, privileges, duties, liabilities and
obligations under the Reinsurance Agreements; and

WHEREAS, Company and Reinsurer understand and acknowledge that Reinsurer's
liabilities and obligations to Company under the Reinsurance Agreements include
paid and outstanding losses and loss adjustment expenses, as well as losses
incurred but not reported, and therefore can be estimated but cannot presently
be determined in an amount certain; and

WHEREAS, Company and Reinsurer intend by this Commutation Agreement to fully and
forever release and discharge each other from their respective existing and
future liabilities and obligations, including contingent and uncertain
liabilities, under the Reinsurance Agreements; and

WHEREAS, Company and Reinsurer agree that it is in each of their best interests
to freely and voluntarily enter into this Commutation Agreement and to
compromise, resolve and settle all amounts due, or which may become due, between
each other.

NOW, THEREFORE, and in consideration of the premises and mutual covenants and
conditions set forth herein and the payment to be made hereunder, and intending
to be legally bound, Company and Reinsurer agree as follows:

                             ARTICLE I - DEFINITIONS

A.    "Affiliate" or "Affiliated" means that the person in question is an
      "affiliate" of, or a person "affiliated" with a specified person, if the
      person in question is a person that directly, or indirectly, through one
      or more intermediaries, controls, or is controlled by, or is under common
      control with, such specified person.

B.    "Company" means AMERISAFE, Inc., (also known as Amerisafe Insurance Group
      of DeRidder, Louisiana) and its predecessors, successors and assigns, and

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       all Affiliated and/or subsidiary insurers that are presently, or were at
       one time, parties to any Reinsurance Agreement, including, but not
       limited to, the following persons: American Interstate Insurance Company
       and Silver Oak Casualty, Inc.

C.    "Closing Date" is July 27, 2005

D.    "Effective Date" is June 30, 2005.

E.    "Reinsurer" is Converium Reinsurance (North America) Inc. (formerly known
      as Zurich Reinsurance (North America), Inc.) and its predecessors,
      successors and assigns.

F.    "Reinsurance Agreements" are: (i) the specific treaty reinsurance
      agreements, including all amendments, endorsements and addenda thereto,
      entered into by and between Company and Reinsurer as follows: (CRNA ref.
      no. WC3080A) First Casualty Excess of Loss Reinsurance Agreement -
      A20500-221 99-0101 A4, (CRNA ref. no. WC3080B) Second Casualty Excess of
      Loss Reinsurance Agreement- A20500-222 99-0101 A4, (CRNA ref. no. WC3080C)
      Third Casualty Excess of Loss Reinsurance Agreement - A20500-223 99-01-01
      A4; and (ii) also any and all other insurance or reinsurance agreements
      that are not identified specifically in this paragraph (F) and that are
      agreements pursuant to which Reinsurer assumes or has assumed from Company
      liabilities or obligations arising out of insurance written and/or
      reinsurance assumed by Company with the exception of the following
      treaties that are excluded from the scope of this Commutation Agreement
      and shall remain in full force and effect: (CRNA ref. no. WC3080D) Fourth
      Casualty Excess of Loss Reinsurance Agreement - A20500-224 99-01-01 A4,
      (CRNA ref. no. WC3080E) Fifth Casualty Excess of Loss Reinsurance
      Agreement - A20500-225 99-01-01 A4.

                              ARTICLE II - PAYMENT

A.    Reinsurer shall pay to Company the sum of USD $61,296,796.68 (the
      "Commutation Amount").

B.    Reinsurer shall remit payment of 81% of the Commutation Amount via direct
      wire transfer, in immediately available funds, to the account designated
      by Company in Exhibit A (that is attached hereto and incorporated herein
      by reference) within two (2) business days of the Closing Date. Reinsurer
      shall remit payment of the remaining 19% of the Commutation Amount via
      direct wire transfer, in immediately available funds, to the account
      designated by Company in Exhibit A within eight (8) business days of the
      Closing Date.

                              ARTICLE III - RELEASE

As of the Effective Date, the Reinsurance Agreements shall be terminated and
commuted in full and the parties agree as follows:

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A.    In consideration for Reinsurer's payment of the Commutation Amount,
      Company, on behalf of itself, its Affiliates, and its successors and
      assigns, hereby fully and unconditionally releases and forever discharges
      Reinsurer and its Affiliates, its successors and assigns, and their
      officers, directors, shareholders, employees, representatives and
      attorneys and their heirs, executors and assigns from any and all
      liabilities and obligations arising out of, in respect of, or relating to
      the Reinsurance Agreements, including, but not limited to, any and all
      premiums, losses, claims, liabilities, damages, judgments, debts, duties,
      sums of money, covenants, errors, omissions, counter-claims, suits,
      accounts, contributions, indemnifications, promises, interest credit,
      ultimate net loss amounts, return premium amounts, funds withheld account
      balance amounts (whether such balance amounts are positive or negative as
      of the Effective Date), experience refund amounts, dividends, expenses,
      costs, offsets, attorney's fees, and all other causes of action and
      demands whatsoever, whether in law, in equity, or otherwise, whether known
      or unknown, vested or contingent, liquidated or unliquidated, matured or
      unmatured, reported or unreported, disputed or undisputed, quantified or
      not quantified and whether currently existing or arising in the future.
      Company acknowledges that its receipt of the Commutation Amount effects a
      complete discharge, release, accord, satisfaction, settlement and
      commutation of all of the past, present and future liabilities and
      obligations of Reinsurer arising out of, in respect of, or relating to the
      Reinsurance Agreements.

B.    Effective simultaneously with Company's release of Reinsurer as provided
      in Paragraph A herein, Reinsurer on behalf of itself, its Affiliates, and
      its successors and assigns, hereby fully and unconditionally releases and
      forever discharges Company and its Affiliates, its successors and assigns,
      and their officers, directors, shareholders, employees, representatives
      and attorneys and their heirs, executors and assigns from any and all
      liabilities and obligations arising out of, in respect of, or relating to
      the Reinsurance Agreements, including, but not limited to, any and all
      premiums, losses, claims, liabilities, damages, judgments, debts, duties,
      sums of money, covenants, errors, omissions, counter-claims, suits,
      accounts, contributions, indemnifications, promises, interest credit,
      ultimate net loss amounts, return premium amounts, funds withheld account
      balance amounts (whether such balance amounts are positive or negative as
      of the Effective Date), experience refund amounts, dividends, expenses,
      costs, offsets, attorney's fees, and all other causes of action and
      demands whatsoever, whether in law, in equity, or otherwise, whether known
      or unknown, vested or contingent, liquidated or unliquidated, matured or
      unmatured, reported or unreported, disputed or undisputed, quantified or
      not quantified and whether currently existing or arising in the future, it
      being the intention of the parties that this Commutation Agreement
      operates as a full and final settlement of any and all of the parties'
      respective obligations and liabilities related to the Reinsurance
      Agreements.

C.    Nothing in this Commutation Agreement shall be construed as releasing any
      claims that Company or Reinsurer may have against any person that is not a
      person (or category or subset of persons) that is included within the
      scope of the general release language set forth in Paragraph A and
      Paragraph B herein,

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      including but not limited to, any claims or potential claims that
      Reinsurer may have against its retrocessionaires that arise out of or are
      related to one or more of the Reinsurance Agreements. This Commutation
      Agreement shall not confer any rights or benefits upon any third party,
      except as may be expressly provided herein.

D.    Company and Reinsurer expressly assume the risk that acts, omissions,
      matters, causes or things may have occurred which are not known or are not
      expected to exist by either of them. To the fullest extent permitted by
      law, Company and Reinsurer hereby waive, and shall not seek the protection
      of the terms and provisions of any statute, rule or doctrine of common law
      which:

            (i)   narrowly construes releases that purport by their terms to
                  release claims based upon, relating to or arising out of such
                  acts, omissions, matters, causes or things referred to above
                  in this Paragraph D, or

            (ii)  restricts or prohibits the release of such claims.

                            ARTICLE IV - NON-RELIANCE

A.    This Commutation Agreement fully and finally resolves the rights, duties
      and obligations of Company and Reinsurer under the Reinsurance Agreements,
      and neither party shall:

            (i)   have any remedy in respect of any representation, warranty or
                  undertaking of the other that is not specifically set forth in
                  this Commutation Agreement, whether or not relied upon by the
                  other party, or

            (ii)  seek to reopen or set aside this Commutation Agreement or any
                  of the Reinsurance Agreements on any basis whatsoever,
                  including, without limitation, that this Commutation Agreement
                  or any of the Reinsurance Agreements is void or voidable due
                  to a mistake or change in law or mistake of fact in any way
                  related to this Commutation Agreement or any of the
                  Reinsurance Agreements.

B.    Each of Company and Reinsurer has entered voluntarily into this
      Commutation Agreement based upon its own independent assessment of the
      relevant facts and its rights and obligations under the Reinsurance
      Agreements and not based upon any representations that were made or
      disclosures that were not made by the other party, its Affiliates,
      officers, directors, shareholders, employees, representatives, agents,
      attorneys or their respective heirs, administrators, predecessors,
      successors and assigns. Company and Reinsurer acknowledge that each has
      had a full and fair opportunity to consult with, and seek the advice and
      recommendations of, its counsel prior to its execution of this Commutation
      Agreement.

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                                ARTICLE V - OTHER

A.    Each of Company and Reinsurer represents and warrants to the other that:

            (i)   it is authorized to enter into this Commutation Agreement;

            (ii)  the persons executing this Commutation Agreement on behalf of
                  the party have the necessary and appropriate authority to do
                  so and that this Commutation Agreement has been duly and
                  validly executed by such party;

            (iii) this Commutation Agreement constitutes the valid and binding
                  obligation of such party and is enforceable according to its
                  terms;

            (iv)  there are no pending or existing agreements, transactions, or
                  negotiations to which either party is a party that would
                  render this Commutation Agreement, or any part thereof, void,
                  voidable or unenforceable;

            (v)   it has obtained all authorizations, consents or approvals of
                  any governmental or regulatory entity required to make this
                  Commutation Agreement valid and binding; and

            (vi)  no claim or loss being released by this Commutation Agreement
                  has been assigned, transferred or sold to any other person or
                  entity.

B.    Company represents and warrants to Reinsurer the following: (i) all
      Affiliated insurers that are presently, or were at one time, parties to
      any Reinsurance Agreement are listed specifically in the definition of
      "Company" in this Commutation Agreement; and (ii) there are no insurers
      that were formerly Affiliated with Company and that are presently, or were
      at one time, parties to any Reinsurance Agreement that are now controlled
      by a person that is not Affiliated with Company.

C.    This Commutation Agreement may not be modified except by written amendment
      executed by both Company and Reinsurer.

D.    This Commutation Agreement, and the rights, duties and obligations set
      forth herein, shall inure to the benefit of, and be binding upon,
      Company's and Reinsurer's officers, directors, employees, affiliates,
      stockholders, predecessors, successors, assigns and, to the extent
      permitted by law, liquidators, rehabilitators, receivers and other
      statutory successors.

E.    Company and Reinsurer each intend and agree that the existence of this
      Commutation Agreement, and the terms hereof, shall remain strictly
      confidential. Neither Company nor Reinsurer (including their respective
      attorneys, agents, representatives and/or Affiliates) shall disclose or
      disseminate in any way the facts or terms related to this Commutation
      Agreement, except as may be

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      necessary or appropriate to parent companies and/or Affiliates,
      retrocessionaires, auditors, reinsurance intermediaries, rating agencies,
      governmental or regulatory authorities, in filings with the Securities and
      Exchange Commission, or as may be required by legal or regulatory process
      or for any purpose relating to or arising from such filings.

F.    This Commutation Agreement may be executed and delivered in multiple
      counterparts, each of which, when so executed and delivered, shall
      constitute an original, and all of which taken together shall constitute
      one instrument. This Commutation Agreement may be executed and transmitted
      by facsimile provided that an original executed copy shall be exchanged
      promptly and be substituted for copies executed and transmitted by
      facsimile.

G.    This Commutation Agreement shall be construed and governed by the laws of
      the State of Louisiana, without regard for the State of Louisiana's
      conflicts of law provision, and any action brought to enforce the terms of
      this Commutation Agreement shall be brought solely in the State or Federal
      Courts for the State of Louisiana. In any such action, the Parties consent
      to the jurisdiction of the State or Federal Courts for the State of
      Louisiana and waive any right to argue that the State or Federal Courts
      for the State of Louisiana are an inappropriate or inconvenient forum.

H.    The parties, as between and among themselves, understand that they may
      have sustained damages or incurred obligations that may not yet be
      manifest and that are presently unknown, but nevertheless, the parties
      deliberately intend and do hereby fully release one another as provided in
      this Commutation Agreement. Furthermore, the parties expressly accept and
      assume the risk that the factual or legal assumptions made by either party
      in connection with this Commutation Agreement may be found hereafter to be
      different from the true facts or law, and the parties agree that this
      Commutation Agreement (including the release of claims contemplated
      thereby) shall be and remain in full force and effect notwithstanding such
      differences in facts or law.

I.    The parties specifically agree and acknowledge that Reinsurer's payment of
      the value of the Commutation Amount is being paid in good faith and
      constitutes fair consideration for the discharge of amounts allegedly
      owing now or potentially owing in the future by either party in respect of
      the Reinsurance Agreements.

J.    Each party has had the opportunity to negotiate the terms and modify the
      draftsmanship of this Commutation Agreement. Therefore, the terms of this
      Commutation Agreement shall be considered and interpreted without any
      presumption, inference or rule requiring construction or interpretation of
      any provision of this Commutation Agreement against the interest of the
      drafter of the Commutation Agreement.

K.    The failure of the parties to enforce any provision of this Commutation
      Agreement shall not be construed as a waiver of such provision or any
      other provision of this Commutation Agreement. No waiver of any provision
      of this

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      Commutation Agreement shall be deemed a waiver of any of its other terms,
      nor shall such waiver constitute a continuing waiver.

L.    The Parties agree that in the event payment of the Commutation Amount by
      Reinsurer, as described in Article II herein, is not received by Company,
      then this Commutation Agreement shall be considered null and void ab
      initio. Moreover, if any court of competent jurisdiction issues an order,
      decision or ruling in accordance with applicable law declaring this
      Commutation Agreement, any of the provisions contained in Article III(A)
      or Article III(B) herein, or the payment of the Commutation Amount made
      under Article II herein to be null, void, illegal, avoided or otherwise
      unenforceable or rescinded ab initio and such order, decision or ruling
      becomes final and unappealable with no appeal or stay pending (the "Final
      Order"), then this Commutation Agreement shall be rescinded immediately
      and be declared null and void ab initio, each of Reinsurer and Company
      shall be restored to the position they were in just prior to the execution
      of this Commutation Agreement and the Reinsurance Agreements shall be in
      full force and effect as if this Commutation Agreement had never existed.
      Company shall return the Commutation Amount plus an Investment Credit
      Amount (as defined herein) within ten (10) business days of the date of
      such Final Order, subject to deduction and/or offset by Company for
      amounts that would have become due and owing under the Reinsurance
      Agreements during the period commencing with the Effective Date and ending
      with the date of the Final Order. In the event that Company wrongfully
      fails to return the Commutation Amount plus the Investment Credit Amount
      within ten (10) business days of such Final Order (subject to deduction
      and/or offset by Company for amounts that Reinsurer would have paid to
      Company under the Reinsurance Agreements had this Commutation Agreement
      not been in effect) and Reinsurer institutes legal proceedings against
      Company to enforce its rights under this Commutation Agreement, Company
      shall pay all of Reinsurer's reasonable and necessary expenses and costs,
      including, but not limited to, Reinsurer's reasonable attorneys' fees,
      associated with such legal proceedings. The "Investment Credit Amount"
      shall be defined as the sum of all Quarterly Investment Credits (as
      defined herein) for each calendar quarter from the date that the
      Commutation Amount was paid by Reinsurer to the date that Reinsurer
      receives payment in full pursuant to this paragraph L. The "Quarterly
      Investment Credit" shall be calculated quarterly, commencing with the
      calendar quarter following the date that the Commutation Amount was paid
      by Reinsurer, by applying the coupon rate on a 10-Year U.S. Treasury Bond
      as of the last business day of each calendar quarter, divided by 4, to the
      Remaining Balance (as defined herein) as of the end of each calendar
      quarter. If Reinsurer is repaid at other than quarter-end, the final
      Quarterly Investment Credit will be pro-rated accordingly. The "Remaining
      Balance" shall be defined as the Commutation Amount less all amounts that
      would have been paid to Company under the Reinsurance Agreements if this
      Commutation Agreement had never existed. In the event of a Final Order,
      Reinsurer expressly reserves all rights it has to challenge any claims
      billed to it by Company under the Reinsurance Agreements and the parties
      each reserve all rights to setoff, recoupment, counterclaim and defenses
      that it may have. Company agrees that neither the foregoing provision nor
      any other provision in this paragraph is intended to be and shall not be

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      deemed or argued to constitute a waiver by Reinsurer of any and all rights
      that it may have to audit, question, challenge, or dispute any claims
      deducted or offset from the Commutation Amount by Company under this
      paragraph, and Reinsurer expressly reserves all such rights. In the event
      that any part of this Commutation Agreement (except for any of the
      provisions contained in Article III(A) or Article III(B) herein or the
      payment of the Commutation Amount made under Article II) should for any
      reason become or be found to be null, void, illegal or otherwise
      unenforceable, it shall be struck out to the extent that it is so null,
      void, illegal or unenforceable, and the remaining provisions of this
      Commutation Agreement shall remain in full force and effect.

M.    This Commutation Agreement constitutes the entire agreement between
      Company and Reinsurer and supersedes all prior and contemporaneous oral
      and/or written agreements and understandings between the parties relating
      to the Reinsurance Agreements.

N.    Company and Reinsurer absolutely and unconditionally covenant and agree
      with each other, and their respective successors and assigns, that
      subsequent to the Closing Date of this Commutation Agreement, neither
      party will hereafter for any reason whatsoever, demand, claim, file suit
      or initiate arbitration, mediation, litigation or other legal proceedings
      against the other in respect of any matters relating to the Reinsurance
      Agreements, except for a legal proceeding to enforce rights and/or
      remedies that are provided for expressly pursuant to this Commutation
      Agreement.

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IN WITNESS WHEREOF, the parties have executed this Commutation Agreement by
their respective duly authorized officers.

AMERISAFE, INC. (ALSO KNOWN AS AMERISAFE INSURANCE GROUP) ON BEHALF OF ITSELF
AND ALL OF ITS AFFILIATED AND/OR SUBSIDIARY COMPANIES, INCLUDING, BUT NOT
LIMITED TO, AMERICAN INTERSTATE INSURANCE COMPANY AND SILVER OAK CASUALTY, INC.

By: /s/  C Allen Bradley, Jr.
    ----------------------------------------------------
Title:  President and Chief Executive Officer

CONVERIUM REINSURANCE (NORTH AMERICA) INC.
(FORMERLY KNOWN AS ZURICH REINSURANCE (NORTH AMERICA), INC.)

By: /s/  Raymond Dowling
    --------------------------------------------------
         Raymond Dowling
       _______________________________________________
Title: Senior Vice President and Chief Reinsurance
       Officer

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