COMMUTATION AND RELEASE AGREEMENT

Real Estate Indemnity Release Agreement

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This Real Estate Indemnity Release Agreement involves

AMERISAFE INC

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Title: COMMUTATION AND RELEASE AGREEMENT
Date: 8/3/2005

COMMUTATION AND RELEASE AGREEMENT, Parties: amerisafe inc

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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