AMENDMENT TO EMPLOYMENT AGREEMENT

<PAGE>

EXHIBIT 10.4

AMENDMENT TO EMPLOYMENT AGREEMENT

This Agreement is dated April 26, 2002, and is effective on the Effective

Date defined below. Its parties are NORTH POINTE HOLDINGS CORPORATION, a

Michigan corporation, of 28819 Franklin Road, Suite 300, Southfield, MI 48034

("NPHC"), NORTH POINTE FINANCIAL SERVICES, INC., a Michigan corporation, of

28819 Franklin Road, Suite 300, Southfield, Ml 48034 ("NPFS") [for purposes of

Section 1 only] and JAMES G. PETCOFF ("Executive").

BACKGROUND

The Executive has served in various executive capacities in the insurance

industry for many years, including serving as Chief Executive Officer,

President, and as a Director of North Pointe Financial Services, Inc. ("NPFS")

and its affiliates since 1986.

Since 1993, the Executive has been a party to an Employment Agreement with

NPFS. A copy is attached. NPHC has agreed to purchase NPFS (and interests in

certain other businesses). NPHC recognizes that the Executive's contribution to

NPHC's success will be substantial, as it has been to NPFS' success. NPHC

believes it to be important to ensure Executive's continued employment with NPFS

and its other subsidiaries, and with NPHC, and to provide the Executive with

reasonable remuneration arrangements.

The parties wish to enter into this Amendment to the Employment Agreement

to clearly define and clarify the terms of Executive's employment as an

executive officer, and director of NPHC.

TERMS

NOW, THEREFORE, for the consideration stated below, the parties agree as

follows:

1. Assignment and Assumption. NPFS assigns to NPHC all of its rights under

the Employment Agreement. NPHC assumes all of NPFS' obligations under the

Employment Agreement. The Executive consents to this assignment and assumption.

The Employment Agreement is amended so that every reference in the Employment

Agreement to "NPFS" is changed to "NPHC." All references to Paragraph numbers in

this Amendment refer to the Employment Agreement, unless specified otherwise.

2. Effective Date. This Amendment is effective on the date of the closing

of NPHC's purchase of NPFS under the terms of the Agreement and Purchase and

Sale between Ernst & Young, Inc., as Interim Receiver of Queensway Financial

Holdings Limited and Queensway Holdings, Inc. as seller and 2005662 Ontario

Limited as purchaser, and the Assignment and Assumption Agreement between

2005662 Ontario Limited as assignor and NPHC as assignee, both dated March 5,

2002 ("Purchase Agreements"). The transactions described in the Purchase

Agreements are collectively called the "Acquisition." If the Acquisition does

not close, the Employment Agreement will remain fully effective.

<PAGE>

3. Employment. NPHC will employ the Executive as Chief Executive Officer,

President, and Director. NPHC may also employ the Executive as an officer or

director of its subsidiaries. This Agreement's terms govern all such employment.

The Executive accepts this employment

4. Term of Employment. In Paragraph 2, the Employment Agreement's initial

term of five (5) years will begin on the Effective Date. The phrase "Paragraph

6" is replaced by "the paragraph titled "Termination of Agreement".

5. Compensation. In Paragraph 4, the Executive initially shall receive an

annual base salary of $550,000 for his services.

6. Deferred Compensation Plan. The Executive's compensation also includes

compensation as described in NPHC's Executive Deferred Compensation Agreement

and Plan ("Deferred Compensation Plan"). The Executive acknowledges that the

Deferred Compensation Plan is unfunded and unsecured, and the Executive's actual

receipt of deferred compensation under that Plan is contingent on NPHC's

capacity to pay the deferred compensation at the time that the Executive becomes

entitled to receive it.

7. Acquisition-related Payments. NPHC is entering into credit facilities

to close the Acquisition. The Executive will be required to personally guaranty

these credit facilities. NPHC will pay the Executive an annual fee in the amount

of five (5%) percent of the amount he guarantees as compensation for taking on

this personal liability for NPHC's benefit. This fee will be paid to the

Executive within thirty (30) days of his signing the guaranty. In addition, as

part of the Acquisition the Executive has had to give up rights and claims that

he has against Queensway Financial Holdings Limited, including claims m

connection with the 1998 sale of NPFS. NPHC benefits from the Executive's

actions because the Acquisition could not otherwise take place. NPHC will

reimburse or otherwise compensate the Executive for any liabilities that he

incurs relating to the Acquisition.

8. Benefits. During the Contract Term the Executive will be entitled to

participate at the highest level in all employee benefit plans or arrangements

maintained by NPHC and/or its subsidiaries, as further described in Paragraph 5.

9. Benefits: Vacation and Sick Leave. In Paragraph 5(a), the Executive

will be entitled to eight (8) weeks of vacation per year. NPHC adopts the sick

leave and paid time off policies stated in the NPFS Employee Handbook.

10. Benefits: Reimbursement of Business Expenses. In Paragraph 5(b), the

Executive will be reimbursed for members' dues in two country clubs. All such

amounts reimbursed to the Executive for these business expenses are not to be

considered taxable compensation to the Executive to the extent permitted by law,

but are expenditures by NPHC for its benefit.

11