EMPLOYMENT AGREEMENT

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Exhibit 10.4

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of January 1, 2004 by and between AMERISAFE,

INC., a Texas corporation (the "Company"), and Arthur L. Hunt (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 Fifteen Thousand Dollars ($215,000.00) (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 reasonabl