a5541084ex10_2.htm


    
      EXHIBIT
        10.2

      


       

      


       

      EMPLOYMENT
        AGREEMENT

       

      


       

      THIS
        AGREEMENT (the "Agreement"), dated as of July 23, 2007, is by and between
        Tower Group, Inc., a Delaware corporation (the "Company"), and Gary S. Maier
        (the "Executive").

       

      WITNESSETH
        THAT

       

      WHEREAS,
        the Executive and the Company wish to enter into a written agreement setting
        forth the terms and conditions of the Executive's employment with the Company;
        and

       

      WHEREAS,
        this Agreement is the entire agreement between the parties concerning the
        subject matter hereof and supersedes all prior agreements concerning the
        same
        subject.

       

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

       

      1.         Term.

       

      (a)         Term
        of Employment

       

      (i)         The
        Company shall employ the Executive, and the Executive shall serve the Company,
        on the terms and subject to the conditions set forth in this Agreement,
        commencing on July 23, 2007 (the "Effective Date") and, unless sooner
        terminated pursuant to section 4, continuing until the date that is the one-year
        anniversary of the Effective Date or such later date as provided in subsection
        1(a)(ii) below (the "Term of Employment").

       

      (ii)         The
        Term of Employment shall be extended automatically for one additional year
        on
        the last day before the first anniversary of the Effective Date and for one
        additional year on each anniversary thereafter unless and until either party
        gives written notice to the other not to extend this Agreement at least six
        months before such extension would be effectuated.

       

      (b)         Term
        of the Agreement. This Agreement shall become effective on the Effective
        Date
        and shall continue in effect throughout the Term of Employment; provided,
        however, the restrictive covenants contained in section 10 of this Agreement
        and, as applicable, the Company's and the Executive's obligations under the
        other provisions of this Agreement shall survive the Term of Employment and
        shall continue in effect through the periods provided therein and/or until
        the
        Company's and/or the Executive's obligations, as applicable, thereunder are
        satisfied.

       

      2.         Position
        and Duties.

       

      (a)         Positions,
        Duties, and Responsibilities. The Executive shall serve as Senior Vice
        President, Chief Underwriting Officer of the Company and/or in such other
        positions as the Chief Executive Officer of the Company (the "CEO"), the
        Board
        of Directors of the Company (the "Board") or a committee of the Board may
        from
        time to time prescribe, with such duties and responsibilities as are customarily
        assigned to such position(s). The Executive shall report solely to the CEO
        unless the CEO, the Board or a committee of the Board determines otherwise.
        The
        Executive agrees to serve without additional compensation in such capacities
        (including, without limitation, as an employee or director) with Company
        and its
        affiliates as the CEO, the Board or a committee of the Board may in its
        discretion prescribe. Upon termination of the Executive's employment with
        the
        Company, any employment, board membership or other service relationship with
        the
        Company and any Company affiliate shall automatically terminate unless otherwise
        determined by the parties hereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (b)         Time
        and Attention. Excluding any periods of vacation and sick leave to which the
        Executive is entitled, the Executive shall devote substantially all of his
        attention and time during normal working hours to the business and affairs
        of
        the Company and its affiliates. It shall not be considered a violation of
        the
        foregoing, however, for the Executive to (i) serve on corporate, industry,
        educational, religious, civic, or charitable boards or committees or (ii)
        make
        and attend to passive personal investments in such form as will not require
        any
        material time or attention to the operations thereof during normal working
        time
        and will not violate the provisions of section 10 hereof, so long as such
        activities in clauses (i) and (ii) do not materially interfere with the
        performance of the Executive's responsibilities as an employee of the Company
        in
        accordance with this Agreement or violate section 10 of this
        Agreement.

       

      3.         Compensation.
        Except as otherwise expressly set forth below, the Executive's compensation
        shall be determined by, and in the sole discretion of, the Board or a committee
        of the Board.

       

      (a)         Annual
        Base Salary. Subject to adjustment pursuant to this subsection 3(a), the
        Executive shall receive an annual base salary of $295,000 during the Term
        of
        Employment (the annual base salary in effect from time to time, "Annual Base
        Salary"). The Annual Base Salary shall be payable in accordance with the
        Company's regular payroll practice for its senior officers, as in effect
        from
        time to time. The Annual Base Salary shall be reviewed. from time to time,
        but
        not less frequently than annually, and, in the discretion of the Board and/or
        the Compensation Committee of the Board (the "Committee”), may be adjusted but
        not decreased below the amount set forth in the first sentence of this
        subsection 3(a). To the extent Annual Base Salary is adjusted, then such
        adjusted salary shall be the Executive's Annual Base Salary for all purposes
        of
        this Agreement.

       

      (b)         Annual
        Bonus. The Executive shall have an opportunity to receive annual bonuses
        during the Term of Employment (the "Annual Bonus"), subject to such terms
        and
        conditions as the Board, the Committee or a delegatee thereof shall prescribe.
        The Executive's target Annual Bonus opportunity shall be equal to 30% of
        his
        Annual Base Salary, it being understood that the actual Annual Bonus received
        by
        the Executive will depend on the level of attainment of performance and other
        factors used by the Company to determine Annual Bonus amounts and that there
        is
        no guarantee that an Annual Bonus will be earned. The Executive's target
        Annual
        Bonus opportunity shall be reviewed from time to time, but not less frequently
        than annually, and, in the discretion of the Board and/or the Committee,
        may be
        adjusted but not decreased below the amount set forth in the second sentence
        of
        this subsection 3(b).

       

      (c)         Employee
        Benefits; Fringe Benefits. In addition to the foregoing, during the Term of
        Employment,

       

      (i)         to
        the extent not duplicative of the specific benefits provided herein, the
        Executive shall be eligible to participate in all incentive compensation,
        retirement, supplemental retirement, and deferred compensation plans, policies
        and arrangements that are provided generally to other senior officers of
        the
        Company;

       

      (ii)         the
        Executive and, as applicable, the Executive's covered dependents shall be
        eligible to participate in all of the Company's health and welfare benefit
        plans
        (within the meaning of Section 3(1) of the Employee Retirement Income Security
        Act of 1974, as amended); and

       

      (iii)                 the
        Executive shall be entitled to receive fringe benefits provided for senior
        officers of the Company, and shall be entitled to avail himself of paid
        holidays, as determined from time to time by the Company.

       

      (d)         Vacation.
        The Executive shall be entitled to not less than 4 weeks of paid vacation
        per
        calendar year during the Term of Employment. Vacation days not used within
        the
        year shall be carried forward to subsequent years, as determined by the Company
        and subject to such conditions or restrictions as the Company may
        prescribe.

       

      
        
          
          

        

        
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      (e)         Expenses.
        The Executive shall be reimbursed by the Company for reasonable business
        expenses actually incurred in rendering to the Company the services provided
        for
        hereunder during the Term of Employment, payable in accordance with customary
        Company practice, after the Executive presents written expense statements
        or
        such other supporting information as the Company may require of its senior
        officers for reimbursement of such expenses.

       

      4.         Termination
        of Employment.

       

      (a)         Termination
        of Employment and Term of Employment.  The Company or the
        Executive may terminate the Executive's employment at any time and for any
        reason in accordance with subsection 4(b) below. The Term of Employment shall
        be
        deemed to have ended on the last day of the Executive's employment. The Term
        of
        Employment shall terminate upon the Executive's death.

       

      (b)         Notice
        of Termination. Any purported termination of the Executive's employment
        (other than by reason of death) shall be communicated by written Notice of
        Termination from one party hereto to the other party hereto in accordance
        with
        the notice provisions contained in subsection 15(b) below. For purposes of
        this
        Agreement, a "Notice of Termination" shall mean a notice that indicates the
        Date
        of Termination and, with respect to a termination due to Disability, Cause
        or
        Good Reason, sets forth in reasonable detail the facts and circumstances
        that
        are alleged to provide a basis for such termination. A Notice of Termination
        from the Company shall specify whether the termination is with or without
        Cause
        or due to the Executive's Disability. A Notice of Termination from the Executive
        shall specify whether the termination is with or without Good Reason and,
        if the
        termination is without Good Reason, whether the termination is due to his
        Disability or retirement. For avoidance of doubt, the Executive shall not
        be
        deemed to have retired for purposes of this Agreement if his employment is
        terminated by the Company (whether or not such termination is with or without
        Cause or due to the Executive's Disability), by the Executive with Good Reason,
        due to a Disability or due to the Executive's death.

       

      (c)         Date
        of Termination.  For purposes of this Agreement, "Date of
        Termination" shall mean the date specified in the Notice of Termination (but
        in
        no event shall such date be earlier than the 30th day following the date
        the
        Notice of Termination is given, unless expressly agreed to by the parties
        hereto) or the date of the Executive's death.

       

      (d)         No
        Waiver. The failure to set forth any fact or circumstance in a Notice of
        Termination, which fact or circumstance was not known to the party giving
        the
        Notice of Termination when the notice was given, shall not constitute a waiver
        of the right to assert such fact or circumstance in an attempt to enforce
        any
        right under or provision of this Agreement.

       

      (e)         Cause.
        For purposes of this Agreement, the term "Cause" means: (i) the Executive's
        gross negligence or gross misconduct or (ii) the Executive's having been
        convicted of, or entered a plea of nolo contendere to, a crime involving
        moral
        turpitude or a felony. No act or failure to act directly related to Company
        action or inaction that constitutes Good Reason shall constitute Cause under
        this Agreement if the Executive has provided a Notice of Termination based
        on
        such Good Reason event prior to the Company's giving of the Notice of
        Termination for Cause. The Executive's termination for Cause shall be effective
        when and if a resolution is duly adopted by an affirmative vote of the entire
        Board (less the Executive), stating that, in the good faith opinion of the
        Board, the Executive is guilty of the conduct described in the Notice of
        Termination, and such conduct constitutes Cause under this Agreement; provided,
        however, that the Executive shall have been given the opportunity (i) to
        cure
        any act or omission that constitutes Cause if capable of cure and (ii), together
        with counsel, during the 30-day period following the receipt by the Executive
        of
        the Notice of Termination and prior to the adoption of the Board's resolution,
        to be heard by the Board.

       

      
        
          
          

        

        
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      (f)         Disability.
        For purposes of this Agreement, the Executive shall be deemed to have a
        Disability if the Executive is entitled to long-term disability benefits
        under
        the Company's long-term disability plan or policy, as the case may be, as
        in
        effect on the Date of Termination.

       

      (g)         Good
        Reason. For purposes of this Agreement, the term "Good Reason" means the
        occurrence (without the Executive's express written consent) of any of the
        following acts or failures to act by the Company:

       

      (i)         any
        reduction in the Executive's Annual Base Salary or target Annual Bonus
        opportunity;

       

      (ii)         requiring
        the Executive to be based more than 50 miles away from the Company's
        headquarters in New York, New York;

       

      


       

      (iii)                 the
        material breach by the Company of any of its other obligations under this
        Agreement; or

       

      (iv)         the
        failure of the Company to obtain the assumption of this Agreement as
        contemplated in subsection 13(b) hereof.

       

      The
        Executive's continued employment shall not constitute consent to, or a waiver
        of
        rights with respect to, any act or failure to act constituting Good Reason
        hereunder; provided, however, that no such event described above shall
        constitute Good Reason unless the Executive has given a Notice of Termination
        to
        the Company specifying the condition or event relied upon for such termination
        within 90 days from the Executive's actual knowledge of the occurrence of
        such
        event and, if capable of cure, the Company has failed to cure the condition
        or
        event constituting Good Reason within the 30 day period following receipt
        of the
        Executive's Notice of Termination.

       

      5.         Obligations
        of the Company upon Termination.

       

      (a)         Termination
        by the Company for other than Cause or by the Executive for Good
        Reason.  If the Executive's employment is terminated by the
        Company for any reasons other than Cause or Disability or by the Executive
        for
        Good Reason:

       

      (i)         The
        Company shall pay to the Executive, within thirty business days of the Date
        of
        Termination, any earned but unpaid Annual Base Salary;

       

      (ii)         The
        Company shall pay to the Executive, within thirty business days of the Date
        of
        Termination, a prorated Annual Bonus based on (A) the target Annual Bonus
        opportunity in the year in which the Date of Termination occurs or the prior
        year if no target Annual Bonus opportunity has yet been determined (disregarding
        any reduction in target Annual Bonus opportunity that was the basis for a
        termination by the Executive for Good Reason) and (B) the fraction of the
        year
        the Executive was employed.

       

      (iii)                 The
        Company shall pay to the Executive, within thirty business days of the Date
        of
        Termination, a lump-sum payment equal to the sum of 100% of (x) the Executive's
        Annual Base Salary in effect immediately prior to the Date of Termination
        (disregarding any reduction in Annual Base Salary that was the basis for
        a.
        termination by the Executive for Good Reason), and (y) the Executive's target
        Annual Bonus opportunity for the year in which the Date of Termination occurs
        or
        the prior year if no target Annual Bonus opportunity has yet been determined
        (disregarding any reduction in target Annual Bonus opportunity that was the
        basis for a termination by the Executive for Good Reason);

       

      (iv)         For
        a one (1) year period after the Date of Termination, the Company will arrange
        to
        provide the Executive (and any covered dependents), without cost to the
        Executive, with life, accident and health insurance benefits substantially
        similar to those the Executive and any covered dependents were receiving
        immediately prior to the Notice of Termination, except for any such benefits
        that were waived by the Executive in writing. If the Company arranges
        to

       

      
        
          
          

        

        
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      provide
        the Executive and covered dependents with life, accident and health insurance
        benefits, those benefits will be reduced to the extent comparable benefits
        are
        actually received by, or made available to, the Executive by a subsequent
        employer without cost during the one (1) year period following the Executive's
        Date of Termination. The Executive must report to the Company any such benefits
        that he actually receives or are made available. In lieu of the benefits
        described in this subsection 5(a)(iv), the Company, in its sole discretion,
        may
        elect to pay to the Executive a lump sum cash payment equal to the total
        premiums that would have been paid by the Company to provide such benefits
        to
        the Executive (determined based on the premiums paid by the Company immediately
        prior to the Date of Termination). Nothing in this subsection 5(a)(iv) will
        affect the Executive's right to elect COBRA continuation coverage in accordance
        with applicable law or extend the COBRA. continuation coverage period;
        and

       

      (v)         The
        Executive shall have at least three (3) months (or until the last day of
        the
        stock option term; whichever occurs first) to exercise any then vested
        outstanding stock options and all of the Executive’s other outstanding
        equity-based awards shall become fully vested on the Date of
        Termination.

       

      (b)         Termination
        in Connection with a Change in Control.

       

      (i)         if,
        in anticipation of or within the 24 month period following a Change in Control
        (as defined below), the Executive's employment is terminated by the Company
        for
        any reason other than Cause or Disability or by the Executive for Good Reason,
        the Executive shall receive the payments and benefits described in subsection
        5(a), except that the payment described in section 5(a)(iii) shall be equal
        to
        100% of the amounts described in (x) and (y) thereof, the continuation period
        described in section 5(a)(iv) shall be one (1) years, regardless of how long
        the
        Executive has been employed, and all of the Executive's outstanding equity-based
        awards shall become fully vested on the Date of Termination.

       

      (ii)         For
        purposes of this Agreement, the term "Change in Control" means the occurrence
        of
        any of the following events:

       

      (A)         any
        "person" (within the meaning ascribed to such term in Section 3(a)(9) of
        the
        Securities Exchange Act of 1934, as amended from time to time (the "Exchange
        Act") and used in Sections 13(d) and 14(d) thereof, including a "group" as
        used
        in Section 13 (d) thereof), other than the Company, any trustee or other
        fiduciary holding securities under an employee benefit plan of the Company,
        or
        any corporation owned directly or indirectly by the stockholders of the Company
        in substantially the same proportion as the ownership of stock of the Company,
        (a "Person") that is not on the Effective Date the "beneficial owner" (as
        defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
        securities of the Company representing more than 20% of the combined voting
        power of the Company's then outstanding securities becomes after the Effective
        Date the beneficial owner, directly or indirectly, of securities of the Company
        representing more than 20% of the combined voting power of the Company's
        then
        outstanding securities;

       

      (B)         individuals
        who, as of the Effective Date, constitute the Board (the "Incumbent Board")
        cease for any reason to constitute at least a majority of the Board of the
        Company, provided that any person becoming a director subsequent to the date
        hereof whose election, or nomination for election by the Company's stockholders,
        was approved by a vote of at least a majority of the directors then comprising
        the Incumbent Board (other than an election or nomination of an individual
        whose
        initial assumption of office is in connection with an actual or threatened
        election contest relating to the election of the directors of the Company)
        shall
        be, for purposes of this definition, considered as though such person were
        a
        member of the Incumbent Board;

       

      (C)         consummation
        of a merger, consolidation, reorganization, share exchange or similar
        transaction (a "Transaction") of the Company with any other entity, other
        than
        (I) a Transaction that would result in the voting securities of the Company
        outstanding immediately prior thereto directly or indirectly continuing to
        represent (either by remaining outstanding or by being converted into voting
        securities of the surviving entity or a parent company) more than 80% of
        the
        combined voting power of the voting securities of the Company or such surviving
        entity or parent company outstanding immediately after such Transaction or
        (II)
        a Transaction effected to implement a recapitalization of the Company (or
        similar transaction) in which no Person acquires more than 20% of the combined
        voting power of the Company's then outstanding securities;

       

      
        
          
          

        

        
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      (D)         the
        sale, transfer or other disposition (in one transaction or a series of related
        transactions) of more than 50% of the operating assets of the Company;
        or

       

      (E)         the
        approval by the shareholders of a plan or proposal for the liquidation or
        dissolution of the Company.

       

       

      (c)         Termination
        by the Company for Cause or by the Executive without Good Reason. If the
        Executive's employment is terminated by the Company for Cause the Company
        shall
        pay to the Executive, within thirty business days of the Date of Termination,
        any earned but unpaid Annual Base Salary and all outstanding stock options
        (whether or not then exercisable), restricted stock and other incentive awards
        shall be forfeited. If the Executive's employment is terminated by the Executive
        without Good Reason (and not due to death, Disability or retirement), the
        Company shall pay to the Executive, within thirty business days of the Date
        of
        Termination, any earned but unpaid Annual Base Salary, the Executive shall
        have
        three months (or until the last day of the stock option term, whichever occurs
        first) to exercise any outstanding vested stock options and all of the
        Executive's unvested equity-based awards shall be forfeited as of the Date
        of
        Termination.

       

      (d)         Termination
        due to Death or Disability.  If the Executive's employment is
        terminated due: to death or Disability, (i) the Company shall pay to the
        Executive (or to the Executive's estate or personal representative in the
        case
        of the Executive's death), within thirty business days after the Date of
        Termination, (A) any earned but unpaid Annual Base Salary and (B) a prorated
        Annual Bonus based on (I) the target Annual Bonus opportunity in the year
        in
        which the Date of Termination occurs or the prior year if no target Annual
        Bonus
        opportunity has yet been determined and (II) the fraction of the year the
        Executive was employed, and (ii) all of the Executive's outstanding equity-based
        awards shall vest on the Date of Termination and the Executive's outstanding
        stock options shall remain exercisable for one year following the Date of
        Termination (or until the last day of the stock option term, whichever occurs
        first).

       

      (e)         Retirement.  If
        the Executive retires with at least 15 years of service and after having
        attained age 55, (i) the Company shall pay to the Executive, within thirty
        business days after the Date of Termination, any earned but unpaid Annual
        Base
        Salary, (ii) the Company shall pay to the Executive, within thirty business
        days
        after the Date of Termination, a prorated Annual Bonus based on (A) the target
        Annual Bonus opportunity in the year in which the Date of Termination occurs
        or
        the prior year if no target Annual Bonus opportunity has yet been determined
        and
        (B) the fraction of the year the Executive was employed, (iii) the Executive
        shall receive applicable retiree benefits, if any, provided at such time
        by the
        Company to retirees or as the Company shall determine, (iv) the Executive's
        outstanding equity-based awards shall vest on the Date of Termination, and
        (v)
        the Executive's stock options shall remain exercisable until the last day
        of the
        option term thereof The Executive shall only be deemed to have retired for
        purposes of this Agreement if he has satisfied the conditions set forth in
        this
        Section 5(e) and the Executive specifies in the Notice of Termination that
        the
        termination is due to retirement. For avoidance of doubt, the Executive shall
        not be entitled to receive benefits pursuant to this Section 5(e) if he receives
        benefits under Section 5(a), (b), (c) or (d).

       

      6.         Certain
        Tax Consequences.

       

      (a)         The
        Excise Tax and Gross-Up Payment. If any payments or benefits paid or
        provided or to be paid or provided to the Executive or for his benefit pursuant
        to the terms of this Agreement or otherwise in connection with, or arising
        out
        of, his employment with the Company (a "Payment" or "Payments") 

       

      
        
          
          

        

        
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        would
          be subject to any excise tax (the "Excise Tax") imposed by section 4999
          of the
          Internal Revenue Code of 1986, as amended (the "Code"), then the Executive
          will
          be entitled to receive an additional payment (a "Gross-Up Payment") in
          an amount
          such that after payment by the Executive of all taxes (including any interest,
          penalties, additional tax, or similar items imposed with respect thereto
          and the
          Excise Tax), including any such taxes imposed upon the Gross-Up Payment,
          the
          Executive retains an amount of the Gross-Up Payment equal to the Excise
          Tax
          imposed upon the Payments.

      

       

      (b)         Determination
        of Excise Tax and Gross-Up Payment. An initial determination as to whether a
        Gross-Up Payment is required pursuant to this Agreement and the amount of
        such
        Gross-Up Payment will be made at the Company's expense by an accounting firm
        selected by the Company. The accounting firm will provide its determination,
        together with detailed supporting calculations and documentation, to the
        Company
        and the Executive within 10 days after the Date of Termination, or such other
        time as requested by the Company or by the Executive. If the accounting firm
        determines that no Excise Tax is payable by the Executive with respect to
        a
        Payment or Payments, it will furnish the Executive with an opinion reasonably
        acceptable to the Executive to that effect. The Gross-Up Payment, if any,
        will
        be paid by the Company to the Executive within thirty business days of the
        receipt of the accounting firm's determination. Within 10 days after the
        accounting firm delivers its determination to the Executive, the Executive
        will
        have the right to dispute the determination. The existence of a dispute will
        not
        in any way affect the Executive's right to receive the Gross-Up Payment in
        accordance with the determination. If there is no dispute, the determination
        will be binding, final, and conclusive upon the Company and the Executive.
        If
        there is a dispute, the Company and the Executive will together select a
        second
        accounting firm, which will review the determination and the Executive's
        basis
        for the dispute and then will render its own determination, which will be
        binding, final, and conclusive on the Company and on the Executive. The Company
        will bear all costs associated with that determination, unless the determination
        is not greater than the initial determination, in which case all such costs
        will
        be borne by the Executive.

       

      (c)         Tax
        Rate. For purposes of determining the amount of the Gross ­Up Payment,
        the Executive will be deemed to pay federal income taxes at the highest marginal
        rate of federal income taxation in the calendar year in which the Gross-Up
        Payment is to be made and applicable state and local income taxes at the
        highest
        marginal rate of taxation in the state and locality of the Executive's residence
        on the Date of Termination, net of the maximum reduction in federal income
        taxes
        that would be obtained from deduction of those state and local
        taxes.

       

      (d)         Withholding.
        Notwithstanding anything contained in this Agreement to the contrary, in
        the
        event that, according to the accounting firm's determination, an Excise Tax
        will
        be imposed on any Payment or Payments, the Company will pay to the applicable
        government taxing authorities as Excise Tax withholding, the amount of the
        Excise Tax that the Company has actually withheld from the Payment or Payments
        in accordance with law.

       

      7.         Release.
        Notwithstanding any provision herein to the contrary, the Company will require
        that, prior to payment of any amount  under section 5 of this
        Agreement (other than due to the Executive's death), the Executive shall
        have
        executed a complete release of the Company and its affiliates and related
        parties in such form as is reasonably required by the Company, and any waiting
        periods contained in such release shall have expired.

       

      8.         Non-Exclusivity
        of Rights. Except as otherwise provided in this Agreement, nothing in this
        Agreement shall prevent or limit the Executive's continuing or future
        participation in any plan, program, policy or practice provided by the Company
        or any of its affiliated companies for which the Executive may qualify (other
        than severance policies). Vested benefits and other amounts that the Executive
        is otherwise entitled to receive under any other plan, program, policy, or
        practice of, or any contract or agreement with, the Company or any of its
        affiliated companies on or after the Date of Termination shall be payable
        in
        accordance with the terms of each such plan, program, policy, practice, contract
        or agreement, as the case may be, except as expressly modified by this
        Agreement.

       

      
        
          
          

        

        
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      9.         Full
        Settlement. In no event shall the Executive be obligated to seek other
        employment or take any other action by way of mitigation of the amounts payable
        to the Executive under any of the provisions of this Agreement and, except
        as
        otherwise provided in subsections 5(a)(iv) and 5(e), the amount of any payment
        or benefit provided for in this Agreement shall not be reduced by any
        compensation earned by the Executive as the result of employment by another
        employer, by retirement benefits, by offset against any amount claimed to
        be
        owed by the Executive to the Company, or otherwise.

       

      10.         Non-Competition;
        Confidential Information; and Non-Solicitation.

       

      (a)         Non-Competition.
        During the Term of Employment and for the one year period following the
        Date of Termination for any reason , the Executive shall not, without the
        prior
        written consent of the Company, as a shareholder, officer, director, partner,
        consultant, employee or otherwise, engage in any business or enterprise which
        is
        "in competition" (as defined below) with the Company, its affiliates, or
        their
        successors or assigns (such entities collectively referred to hereinafter
        in
        this section 10 as the "Company") in the states of New York and New Jersey;
        provided, however, that the Executive's ownership of less than five percent
        of
        the issued and outstanding voting securities of a publicly traded company
        shall
        not, in and of itself, be deemed to constitute such competition. A business
        or
        enterprise is deemed to be "in competition" if it is engaged in any business
        in
        which the Company either (i) is engaged in as of the Date of Termination
        or (ii)
        as of the Date of Termination, contemplates engaging in within one (1) year
        following the Date of Termination.

       

      (b)         Confidential
        Information. The Executive shall hold in a fiduciary capacity for the benefit
        of
        the Company all secret or confidential information, knowledge, trade secrets,
        methods, know-how or data relating to the Company or its affiliates and their
        businesses or acquisition :prospects that the Executive obtained or obtains
        during the Executive's employment by the Company ("Confidential Information"),
        provided that "Confidential Information" shall not include any secret or
        confidential information, knowledge, trade secrets, methods, know-how or
        data
        that is or becomes generally known to the public (other than as a result
        of the
        Executive's violation of this section 10). Except as may be required and
        appropriate in connection with carrying out his duties under this Agreement,
        the
        Executive shall not communicate, divulge, or disseminate any material
        Confidential Information at any time during or after the Executive's employment
        with the Company, except with the prior written consent of the Company or
        as
        otherwise required by law or legal process; provided, however, that if so
        required, the Executive will provide the Company with reasonable notice to
        contest such disclosure.

       

      (c)         Non-Solicitation.
        During the Term of Employment and for the one (1) year period following the
        Date
        of Termination for any reason, the executive will not, directly or indirectly,
        initiate any action to solicit or recruit anyone who is then an employee
        of the
        Company for the purpose of being employed by him or by any business, individual,
        partnership, firm, corporation or other entity on whose behalf he is acting
        as
        an agent, representative, employee or otherwise.

       

      (d)         Non-Interference
        with Customers or Producers. During the Term of Employment and for the one
        (1) year period following the Date of Termination for any reason, the Executive
        will not interfere with any business relationship between the Company and
        any of
        its customers or agents or brokers that produce insurance business for the
        Company.

       

      (e)         Remedies;
        Severability.

       

      (i)         The
        Executive acknowledges that if the Executive shall breach or threaten to
        breach
        any provision of subsections 10(a) through (d), the damages to the Company
        may
        be substantial, although difficult to ascertain, and money damages will not
        afford the Company an adequate remedy.Therefore, if the provisions of
        subsections 10(a) through (d) are violated, in whole or in part, the Company
        shall be entitled to specific performance and injunctive relief, without
        prejudice to other remedies the Company may have at law or in
        equity.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

         

      

      (ii)         If
        any term or provision of this section 10, or the application thereof to any
        person or circumstances shall, to any extent, be invalid or unenforceable,
        the
        remainder of this section 10, or the application of such term or provision
        to
        persons or circumstances other than those as to which it is held invalid
        or
        unenforceable, shall not be affected thereby, and each term and provision
        of
        this section 10 shall be valid and enforceable to the fullest extent permitted
        by law. Moreover, if a court of competent jurisdiction deems any provision
        of
        subsections 10(a) through (d) to be too broad in time, scope, or area, it
        is
        expressly agreed that such provision shall be reformed to the maximum degree
        that would not render it unenforceable.

       

      11.         Attorneys'
        Fees. Each party shall pay its own legal fees, court costs, litigation
        expenses and/or arbitration expenses (as applicable) in connection with any
        dispute, litigation or arbitration regarding the validity or enforceability
        of,
        or liability under or otherwise involving;, any provision of this Agreement,
        except that if the Executive prevails on the majority of material claims
        disputed, the Company shall pay all reasonable legal fees, court cost,
        litigation expenses and/or arbitration expenses.

       

      12.         Indemnification.  The
        Executive shall be indemnified by the Company for actions taken in his position
        as an officer, director, employee and agent of the Company to the greatest
        extent permitted by applicable law. The Executive shall also be covered as
        an
        insured by a liability insurance policy secured by and maintained by the
        Company
        covering acts of officers and members of the Board.

       

      13.         Successors.

       

      (a)         Assignment
        of Agreement.       This Agreement is
        personal to the Executive and, without the prior written consent of the Company,
        shall not be assignable by the Executive otherwise than by will or the laws
        of
        descent and distribution.

       

      (b)         Successors
        of the Company.     No rights or obligations of the
        Company under this Agreement may be assigned or transferred except that the
        Company will require any successor (whether direct or indirect, by purchase,
        merger, consolidation or otherwise) to all or substantially all of the business
        and/or assets of the Company to expressly assume and agree to perform this
        Agreement in the same manner and to the same extent that the Company would
        be
        required to perform it if no such succession had taken place. As used in
        this
        Agreement, "Company" shall mean the Company as herein before defined and
        any
        successor that executes and delivers the agreement provided for in this section
        13 or which otherwise becomes bound by all the terms and provisions of this
        Agreement by operation of law.

       

      14.         Arbitration.
        Except for matters covered under section 10, in the event of any dispute
        or
        difference between the Company and the Executive with respect to the subject
        matter of this Agreement and the enforcement of rights hereunder, either
        the
        Executive or the Company may, by written notice to the other, require such
        dispute or difference to be submitted to arbitration. The arbitrator or
        arbitrators shall be selected by agreement of the parties or, if they cannot
        agree on an arbitrator or arbitrators within 30 days after the date arbitration
        is required by either party, then the arbitrator or arbitrators shall be
        selected by the American Arbitration Association upon the application of
        the
        Executive or the Company. The determination reached in such arbitration shall
        be
        final and binding on both parties without any right of appeal or further
        dispute. Execution of the determination by such arbitrator may be sought
        in any
        court of competent jurisdiction. The arbitrators shall not be bound by judicial
        formalities and may abstain from following the strict rules of evidence and
        shall interpret this Agreement as an honorable engagement and not merely
        as a
        legal obligation. Unless otherwise agreed by the parties, any such arbitration
        shall take place in New York, New York.

       

      15.         Miscellaneous.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

         

      

      (a)         Governing
        Law and Captions. This Agreement shall be governed by, and construed in
        accordance with, the laws of New York without reference to principles of
        conflict of laws.  The captions of this Agreement are not part of the
        provisions hereof and shall have no force or effect.

       

      (b)         Notices.
        All notices and other communications under this Agreement shall be in writing
        and shall be given by hand delivery or by facsimile (provided confirmation
        of
        receipt of such facsimile is received) to the other party or by registered
        or
        certified mail, return receipt requested, postage prepaid, or by Federal
        Express
        or other nationally-recognized overnight courier that requires signatures
        of
        recipients upon delivery and provides tracking services, addressed as
        follows:

       

      If
        to the Executive:

       

      Gary
        s. Maier

      60
        Mayflower Drive

      Tenafly,
        New Jersey 

      07670

       

      If
        to the Company:

       

      Tower
        Group, Inc.

      120
        Broadway

      New
        York, New York 10271

      Attention:
        General Counsel

      Facsimile:
        212-271-5492

      or
        to such other address as either party furnishes to the other in writing in
        accordance with this subsection 15(b). Notices and communications shall be
        effective when actually received by the addressee.

       

      (c)         Amendment.
        This Agreement may not be amended or modified except by a written agreement
        executed by the parties hereto or their respective successors and legal
        representatives.

       

      (d)         Severability.
        The invalidity or unenforceability of any provision of this Agreement shall
        not
        affect the validity or enforceability of any other provision of this Agreement.
        If any provision of this Agreement shall be held invalid or unenforceable
        in
        part and if the rights and obligations of any to this Agreement will not
        be
        materially and adversely affected thereby, the remaining portion of such
        provision, together with all other provisions of this Agreement, shall remain
        valid and enforceable and continue in full force and effect to the fullest
        extent consistent with law.

       

      (e)         Withholding.
        Notwithstanding any other provision of this Agreement, the Company may withhold
        from amounts payable under this Agreement all federal, state, local, and
        foreign
        taxes that are required to be withheld by applicable laws or
        regulations.

       

      (f)         Waiver.
        The Executive's or the Company's failure to insist upon strict compliance
        with
        any provision of, or to assert any right under, this Agreement (including,
        without limitation, the right of the Executive to terminate employment for
        Good
        Reason) shall not be deemed to be a waiver of such provision or right or
        of any
        other provision of or right under this Agreement.

       

      (g)         Entire
        Understanding; Counterparts. The Executive and the Company acknowledge that
        this Agreement supersedes and terminates any other severance and/or employment
        agreements between the Executive and the Company or any Company affiliates.
        This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original, and said counterparts shall constitute but one and the same
        instrument.

       

      (h)         Rights
        and Benefits Unsecured.  The rights and benefits of the Executive
        under this Agreement may not be anticipated, assigned, alienated, or subject
        to
        attachment, garnishment, levy; execution, or other legal or equitable process
        except as required by law. Any attempts by the Executive to anticipate,
        alienate, assign, sell, transfer, pledge or encumber the same shall be void.
        Payments hereunder shall not be considered assets of the Executive in the
        event
        of insolvency or bankruptcy.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

         

      

      (i)         Noncontravention.
        The Company represents that the Company is not prevented from entering into,
        or
        performing this Agreement by the terms of any law, order, rule or regulation,
        its by-laws or declaration of trust, or any agreement to which it is a
        party.

       

      (j)         Section
        and Subsection Headings. The section and subsection headings in this
        Agreement are for convenience of reference only; they form no part of this
        Agreement and shall not affect its interpretation.

       

      IN
        WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,
        pursuant to the authorization of the Board, the Company has caused this
        Agreement to be executed, all as of the day and year first above
        written.

       

      
        	 	
                TOWER
                  GROUP, INC.

              	 
	 	 	 
	 	
                /s/
                  Michael H. Lee

              	 
	 	
                Name:  Michael
                  H. Lee

              	 
	 	
                Title:
                  CEO & President

              	 


      

      


       

      
        	 	
                /s/  Gary
                  S. Maier

              	 
	 	
                Gary
                  S. Maier

              	 


      

      


       

      -11-