Unassociated Document


    Exhibit
      10.1

     

    ADDENDUM
      NO. 2 TO QUOTA SHARE REINSURANCE AGREEMENT 

     

    THIS
      ADDENDUM NO. 2
      (this
“Addendum”) to the Quota Share Reinsurance Agreement (the “Agreement”),
      effective as of July 1, 2007, by and between AMTRUST INTERNATIONAL INSURANCE,
      LTD, of Hamilton, Bermuda (the “Company”) and MAIDEN INSURANCE COMPANY, LTD, of
      Hamilton, Bermuda (the “Reinsurer”), is made and entered into as of June 1, 2008
      (the “Effective Time”) by and between the Company and the
      Reinsurer.

    


    WHEREAS,
      pursuant to Article I of the Agreement, the Company and the Reinsurer may
      mutually agree to reinsure Additional Business pursuant to the Agreement;


    


    WHEREAS,
      effective June 1, 2008, AmTrust Financial Services, Inc. (“AmTrust”) acquired
      from Trinity Universal Insurance Company, a subsidiary of Unitrin, Inc., its
      Unitrin Business Insurance unit (“UBI”), which included the acquisition of
      Milwaukee Casualty Insurance Co., Trinity Universal Insurance Company of Kansas,
      Inc., Security National Insurance Company and Trinity Lloyd’s Insurance
      Company;

    


    WHEREAS,
      UBI
      writes commercial lines business, including commercial package, commercial
      umbrella, commercial property, commercial general liability, workers’
compensation (offered as part of a commercial package policy), inland marine
      and
      farm/ranchowner insurance through retail agents (“Retail Commercial Package
      Business”);

    


    WHEREAS,
      pursuant
      to the Agreement, Retail Commercial Package Business is not included in the
      definition of Covered Business;

    


    WHEREAS,
      pursuant
      to Paragraph B of Article I of the Agreement, the Company is required to offer
      the Reinsurer the opportunity to reinsure the Retail Commercial Package Business
      written by Affiliates, subject to agreement on a ceding commission for the
      cession of such business; and

    


    WHEREAS,
      the Company and the Reinsurer desire to set forth the terms under which the
      Reinsurer will reinsure Retail Commercial Package Business written by
      Affiliates;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants contained herein, the Company
      and the Reinsurer hereby agree as follows:

     

    ARTICLE
      I

    DEFINITIONS
      AND USAGE

     

    
      	
              1.01

            	
              Definitions.
                Capitalized terms used but not defined herein shall have the meaning
                set
                forth in the Agreement.

            


    

     

    
      	
              1.02

            	
              Headings.
                The headings contained in this Addendum are for reference purposes
                only
                and shall not affect the meaning or interpretation of this
                Addendum.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II 

    ADDENDUM

     

    
      	
              A.

            	
              Effective
                as of the Effective Time, Paragraph A of Article IV - Definitions
                is
                amended to provide:

            


    

     

    “Affiliate”
      means Rochdale, Wesco, Technology, IGI, AIU, Associated Industries Insurance
      Company (“AIIC”), Milwaukee Casualty Insurance Co. (“MCIC”), Trinity Universal
      Insurance Company of Kansas, Inc. (“TUK”), Security National Insurance Company
      (“SNIC”) and Trinity Lloyd’s Insurance Company (“TLIC”) and each other insurance
      company more than fifty percent (50%) of the voting securities of which are
      directly or indirectly controlled by AmTrust Financial Services, Inc.
      (“AmTrust”), for so long as AmTrust continues to so directly or indirectly
      control such entity.

     

    
      	
              B.

            	
              Company
                agrees to cede and Reinsurer agrees to accept and reinsure, the Ultimate
                Net Loss equal to 100% of the Affiliate Ultimate Net Loss (net of
                inuring
                reinsurance) with respect to unearned premium (“UBI UEP”) assumed by
                Technology, MCIC, TUK, SNIC and TLIC from Trinity Universal Insurance
                Company (“TUIC”) as of June 1, 2008 and ceded to Company, in connection
                with AmTrust’s acquisition of Unitrin, Inc.’s Unitrin Business Insurance
                unit (“UBI”) from TUIC.

            


    

     

    
      	
              C.

            	
              Company
                agrees to cede and Reinsurer agrees to accept and reinsure 40% of
                the
                Affiliate Ultimate Net Loss (net of inuring reinsurance) with respect
                to
                Retail Commercial Package Business, which is written or renewed on
                or
                after the Effective Time, ceded to the Company by each Affiliate.
                

            


    

     

    
      	
              D.

            	
              The
                reinsurance of Retail Commercial Package Business provided for in
                this
                Addendum shall not be subject to the maximum liability for a single
                loss
                under a Policy set forth in Paragraph A of Article
                V.

            


    

     

    
      	
              E.

            	
              The
                Company shall cede to the Reinsurer 100% of the UBI UEP (net of the
                cost
                of inuring reinsurance) ceded to it by Technology, MCIC, TUK, SNIC
                and
                TLIC no later than 30 days after the approval the cession of the
                UBI UEP
                to the Company (to the extent it has been collected) and shall cede
                to the
                Reinsurer the balance of the premium related to UBI UEP (net of the
                cost
                of inuring reinsurance) upon collection and the Subject Premium (net
                of
                the cost of inuring reinsurance) related to Retail Commercial Package
                Business in accordance with the Agreement and this Addendum.
                

            


    

     

    
      	
              F.

            	
              The
                Reinsurer shall allow the Company a 34.375% commission on the UBI
                UEP and
                Subject Premium related to Retail Commercial Package
                Business.

            


    

     

    
      	
              G.

            	
              The
                reinsurance of Retail Commercial Package Business hereunder is subject
                to
                the required regulatory approvals of the reinsurance by the Company
                of the
                UBI UEP and Subject Premium related to Retail Commercial Package
                Business
                assumed, written and renewed by Technology, MCIC, TUK, SNIC and
                TLIC.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      III

    MISCELLANEOUS

     

    
      	
              A.

            	
              Confirmation
                of the Agreement.
                Except as amended by this Addendum, the Agreement remains in full
                force
                and effect, without modification or amendment.


            


    

     

    
      	
              B.

            	
              Governing
                Law.
                This Addendum shall be governed by the laws of the State of New York,
                without giving effect to its conflict of laws
                principles.

            


    

     

    
      	
              C.

            	
              Counterparts.
                This Addendum may be executed in one or more counterparts, and such
                counterparts together shall constitute one and the same
                agreement.

            


    

     

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    IN
      WITNESS WHEREOF the parties hereto, by their respective duly authorized
      officers, have executed this Addendum, in duplicate, as of the dates recorded
      below:

    

      
        	
                AMTRUST
                  INTERNATIONAL INSURANCE, LTD.

              
	 	 
	
                By:

              	
                /s/
                  Michael Bott

              
	 	 
	
                Dated:
                  June 12, 2008

              
	 	 
	
                MAIDEN
                  INSURANCE COMPANY, LTD.

              
	 	 
	
                By:

              	
                /s/
                  Bentzion S. Turin

              
	 	 
	
                Dated:
                  June 11, 2008