FORM OF INDEMNIFICATION AGREEMENT

                        FORM OF INDEMNIFICATION AGREEMENT

     This Indemnification Agreement, dated as of       , 2005, is made by and
between James River Group, Inc., a Delaware corporation (the "Corporation") and
               (the "Indemnitee").

                                    RECITALS

         A. The Corporation recognizes that competent and experienced persons
are increasingly reluctant to serve or to continue to serve as directors or
officers of corporations unless they are protected by comprehensive liability
insurance or indemnification, or both, due to increased exposure to litigation
costs and risks resulting from their service to such corporations, and due to
the fact that the exposure frequently bears no reasonable relationship to the
compensation of such directors and officers.

         B. The Corporation, after reasonable investigation, has determined that
the liability insurance coverage presently available to the Corporation may in
certain circumstances not cover all possible exposure for which Indemnitee
should be protected. The Corporation believes that the interests of the
Corporation and its stockholders would best be served by a combination of such
insurance and the indemnification by the Corporation of the directors and
officers of the Corporation.

         C. The Corporation's Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") and Amended and Restated By-Laws (the
"By-Laws") require the Corporation to indemnify its directors and officers to
the fullest extent permitted by the Delaware General Corporation Law (the
"DGCL"). The Certificate of Incorporation expressly provides that the
indemnification provisions set forth therein are not exclusive, and contemplates
that contracts may be entered into between the Corporation and its directors and
officers with respect to indemnification.

         D. Section 145 of the DGCL ("Section 145"), under which the Corporation
is organized, empowers the Corporation to indemnify its officers, directors,
employees and agents by agreement and to indemnify persons who serve, at the
request of the Corporation, as the directors, officers, employees or agents of
other corporations or enterprises, and expressly provides that the
indemnification provided by Section 145 is not exclusive.

         E. The Board of Directors has determined that contractual
indemnification as set forth herein is not only reasonable and prudent but also
promotes the best interests of the Corporation and its stockholders.

         F. The Corporation desires and has requested Indemnitee to serve or
continue to serve as a director or officer of the Corporation free from undue
concern for unwarranted claims for damages arising out of or related to such
services to the Corporation, and the Indemnitee is willing to serve, continue to
serve or to provide additional service for or on behalf of the Corporation on
the condition that he is furnished the indemnity provided for herein.




                                    AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

     Section 1. Generally. 
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     To the fullest extent permitted by the laws of the State of Delaware:

         (a) The Corporation shall indemnify Indemnitee if Indemnitee was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that Indemnitee is or was or has agreed to
serve at the request of the Corporation as a director, officer, employee or
agent of the Corporation, or while serving as a director or officer of the
Corporation, is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent (which, for purposes
hereof, shall include a trustee, partner or manager or similar capacity) of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity.

         (b) The indemnification provided by this Section 1 shall be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such action, suit or proceeding and any appeal
therefrom, but shall only be provided if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action, suit or
proceeding, had no reasonable cause to believe Indemnitee's conduct was
unlawful.

         (c) Notwithstanding the foregoing provisions of this Section 1, in the
case of any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the Corporation,
or while serving as a director or officer of the Corporation, is or was serving
or has agreed to serve at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, no indemnification shall be made in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Corporation unless, and only to the extent that,
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper.

         (d) The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that
Indemnitee's conduct was unlawful.


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     Section 2. Successful Defense; Partial Indemnification. To the extent that
Indemnitee has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 hereof or in defense of any
claim, issue or matter therein, Indemnitee shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection
therewith. For purposes of this Agreement and without limiting the foregoing, if
any action, suit or proceeding is disposed of, on the merits or otherwise
(including a disposition without prejudice), without (i) the disposition being
adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the
Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an
adjudication that Indemnitee did not act in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Corporation, and (v) with respect to any criminal proceeding, an
adjudication that Indemnitee had reasonable cause to believe Indemnitee's
conduct was unlawful, Indemnitee shall be considered for the purposes hereof to
have been wholly successful with respect thereto.

     If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Corporation for some or a portion of the expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection with any action, suit, proceeding or investigation, or in defense of
any claim, issue or matter therein, and any appeal therefrom but not, however,
for the total amount thereof, the Corporation shall nevertheless indemnify
Indemnitee for the portion of such expenses (including attorneys' fees),
judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

     Section 3. Determination That Indemnification Is Proper. Any
indemnification hereunder shall (unless otherwise ordered by a court) be made by
the Corporation unless a determination is made that indemnification of such
person is not proper in the circumstances because he or she has not met the
applicable standard of conduct set forth in Section 1(b) hereof. Any such
determination shall be made (i) by a majority vote of the directors who are not
parties to the action, suit or proceeding in question ("disinterested
directors"), even if less than a quorum, (ii) by a majority vote of a committee
of disinterested directors designated by majority vote of disinterested
directors, even if less than a quorum, (iii) by a majority vote of a quorum of
the outstanding shares of stock of all classes entitled to vote on the matter,
voting as a single class, which quorum shall consist of stockholders who are not
at that time parties to the action, suit or proceeding in question, (iv) by
independent legal counsel, or (v) by a court of competent jurisdiction.

     Section 4. Advance Payment of Expenses; Notification and Defense of Claim.
                --------------------------------------------------------------

         (a) Expenses (including attorneys' fees) incurred by Indemnitee in
defending a threatened or pending civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding within
twenty (20) days after receipt by the Corporation of (i) a statement or
statements from Indemnitee requesting such advance or advances from time to
time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount
or amounts, only if, and to the extent that, it shall ultimately be determined
that Indemnitee is not entitled to be indemnified by the Corporation as
authorized by this Agreement or otherwise. Such undertaking shall be accepted
without reference to the financial ability of Indemnitee to make such repayment.
Advances shall be unsecured and interest-free.


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         (b) Promptly after receipt by Indemnitee of notice of the commencement
of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be
made against the Corporation hereunder, notify the Corporation of the
commencement thereof. The failure to promptly notify the Corporation of the
commencement of the action, suit or proceeding, or Indemnitee's request for
indemnification, will not relieve the Corporation from any liability that it may
have to Indemnitee hereunder, except to the extent the Corporation is prejudiced
in its defense of such action, suit or proceeding as a result of such failure.

         (c) In the event the Corporation shall be obligated to pay the expenses
of Indemnitee with respect to an action, suit or proceeding, as provided in this
Agreement, the Corporation, if appropriate, shall be entitled to assume the
defense of such action, suit or proceeding, with counsel reasonably acceptable
to Indemnitee, upon the delivery to Indemnitee of written notice of its election
to do so. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Corporation, the Corporation will not
be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same action, suit or
proceeding, provided that (1) Indemnitee shall have the right to employ
Indemnitee's own counsel in such action, suit or proceeding at Indemnitee's
expense and (2) if (i) the employment of counsel by Indemnitee has been
previously authorized in writing by the Corporation, (ii) counsel to the
Corporation or Indemnitee shall have reasonably concluded that there may be a
conflict of interest or position, or reasonably believes that a conflict is
likely to arise, on any significant issue between the Corporation and Indemnitee
in the conduct of any such defense or (iii) the Corporation shall not, in fact,
have employed counsel to assume the defense of such action, suit or proceeding,
then the fees and expenses of Indemnitee's counsel shall be at the expense of
the Corporation, except as otherwise expressly provided by this Agreement. The
Corporation shall not be entitled, without the consent of Indemnitee, to assume
the defense of any claim brought by or in the right of the Corporation or as to
which counsel for the Corporation shall have reasonably made the conclusion
provided for in clause (ii) above.

         (d) Notwithstanding any other provision of this Agreement to the
contrary, to the extent that Indemnitee is, by reason of Indemnitee's corporate
status with respect to the Corporation or any corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which Indemnitee is or
was serving or has agreed to serve at the request of the Corporation, a witness
or otherwise participates in any action, suit or proceeding at a time when
Indemnitee is not a party in the action, suit or proceeding, the Corporation
shall indemnify Indemnitee against all expenses (including attorneys' fees)
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith.

     Section 5. Procedure for Indemnification.

         (a) To obtain indemnification, Indemnitee shall promptly submit to the
Corporation a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification.