EXHIBIT
      10.11
EXECUTION
      COPY

     

    
 

    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT
      dated as
      of October 23, 2007 (the "Effective Date"), by and between Maiden Holdings,
      Ltd., 7 Reid Street, Hamilton HM 11, Bermuda, a Bermuda company (the "Company")
      and Joseph T. Gaito, an individual residing at 27 Glen Spring Drive, Trumbull
      CT, 06611 U.S.A. ("Executive").

    


    WITNESSETH

    


    WHEREAS,
      The
      Company and Executive desire to enter into this Employment Agreement (the
“Agreement”) in order to set forth the terms and conditions of Executive’s
      employment, intending to supersede any prior employment agreement, written
      or
      oral, whether with the Company or other affiliates.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and promises contained herein and other
      good and valuable consideration, receipt of which is acknowledged, the parties
      hereto agree as follows:

    


    1.    Duties
      and Responsibilities.
      The
      duties and responsibilities of Executive shall be those of a senior executive
      of
      the Company, as the same shall be assigned to him, from time to time, by the
      Board of Directors of the Company. Executive recognizes that, during the period
      of his employment hereunder, he owes an undivided duty of loyalty to the Company
      and agrees to devote all of his business time and attention to the performance
      of his duties and responsibilities and to use his best efforts to promote and
      develop the business of the Company. Subject to the approval of the Board of
      Directors, which shall not be unreasonably withheld, Executive shall be entitled
      to serve on corporate, civic, and/or charitable boards or committees and to
      otherwise reasonably participate as a member in community, civic, or similar
      organizations and the pursuit of personal investments which do not present
      any
      material conflicts of interest with the Company. Executive’s principal place of
      work shall be Hamilton, Bermuda, or as otherwise designated by the president
      of
      the Company. Executive shall also be required to travel as reasonably necessary
      to carry out his duties. This Agreement can be assigned by the Company to an
      affiliate of the Company. Executive agrees to execute another Employment
      Agreement with such affiliate, substantially equivalent to this Agreement,
      upon
      such assignment.

    


    It
      is the
      intention of the Company that Executive shall be appointed Senior Vice President
      and Chief Underwriting Officer of Maiden Insurance Company, Ltd. (“Maiden
      Insurance”) to serve in such position at the pleasure of the Board of Directors,
      reporting on a day-to-day basis directly to the president of Maiden Insurance.
      

    


    2.    Employment
      Period.
      For a
      period commencing on the Effective Date hereof and ending three years from
      the
      Effective Date (the “Employment Period”), the Company hereby employs Executive
      in the capacities herein set forth. Executive agrees, pursuant to the terms
      hereof, to serve in such capacities for the Employment Period. This Agreement
      shall renew for successive three year periods unless one of the parties provides
      written notice of not less than ninety days prior to the end of the Employment
      Period or any successive Employment Period that the party will not renew the
      Agreement.

     

    
      
        
        

      

      
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    3.    Compensation
      and Benefits.

    


    (a)    Salary.
      The Company shall pay or cause an affiliate to pay Executive a salary at the
      rate of Three Hundred Thousand Dollars ($300,000) per annum (“Salary”), payable
      in accordance with the Company’ normal payroll process. Executive shall be
      entitled to a salary review annually at the end of each calendar year. Such
      salary review shall be based entirely on merit and any salary adjustments shall
      be determined by the Board of Directors of the Company solely at its
      discretion.

    


    (b)    Profit
      Bonus. Executive shall be eligible to receive an annual bonus, which shall
      be
      determined by the Company’s Board of Directors in its sole discretion. At a
      minimum, such bonus shall be equal to twenty percent (20%) of Executive’s
      Salary, provided that the business produced by Executive is
      profitable.

    


    (c)    Stock
      Options. Executive shall be granted options to purchase 150,000 shares of the
      Company’s common shares under the Company’s 2007 Equity Incentive Plan (the
“Plan”), subject to the terms and conditions of the Plan and respective award
      agreement. Such share options will be incentive share options within the meaning
      of Section 422 of the Internal Revenue Code of 1986, as amended, to the extent
      permitted by law. Twenty-five percent of the options will become exercisable
      on
      the first anniversary of the date that the options are granted, with an
      additional 6.25% of the options vesting each quarter thereafter based on
      Executive's continued employment, and will expire ten years after the date
      of
      grant.

    


    (d)    Executive
      may also receive other bonus payments determined at the sole discretion of
      the
      Board of Directors (“Discretionary Bonus”).

    


    (e)    Executive
      shall also be entitled to the following benefits:

    


    
      	 	
              (i)

            	
              five
                weeks (5) weeks of paid vacation for each twelve (12) months of the
                Employment, or such greater period as may be approved from time to
                time by
                Board of Directors. Unused vacation time shall not be carried over
                to any
                subsequent calendar year; 

            


    

    


    
      	 	
              (ii)

            	
              paid
                holidays and any and all other work-related leave (whether sick leave
                or
                otherwise) as provided to the Company’ other executive employees;
                and

            


    

    


    
      	 	
              (iii)

            	
              participation
                in such employee benefit plans to which executive employees of the
                Company, their dependents and beneficiaries generally are entitled
                during
                the Employment Period and, including, without limitation, health
                insurance, disability and life insurance, retirement plans and other
                present or successor plans and practices of Company for which executive
                employees, their dependents and beneficiaries are
                eligible.

            


    

     

    
      
        
        

      

      
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    4.    
Reimbursement
      of Expenses. 

    


    (a)   The
      Company recognizes that Executive, in performing Executive’s functions, duties
      and responsibilities under this Agreement, may be required to spend sums of
      money in connection with those functions, duties and responsibilities for the
      benefit of the Company and, accordingly, shall reimburse Executive for travel
      and other out-of-pocket expenses reasonably and necessarily incurred in the
      performance of his functions, duties and responsibilities hereunder upon
      submission of written statements and/or bills in accordance with the regular
      procedures of the Company in effect from time to time.

    


    (b)   Following
      the end of each calendar year the Company shall retain a US tax consultant
      to
      determine whether Executive will have any out of pocket US tax expenses due
      to
      housing or travel benefits, which the Company provided for Executive during
      the
      previous calendar year to facilitate Executive’s performance of his duties
      hereunder. The Company will reimburse Executive for all such out of pocket
      expenses.

    


    5.    Disability.
      In the
      event that Executive shall be unable to perform because of illness or
      incapacity, physical or mental, all the functions, duties and responsibilities
      to be performed by him hereunder for a consecutive period of two (2) months
      or
      for a total period of three (3) months during any consecutive twelve (12) month
      period, the Company may terminate this Agreement effective on or after the
      expiration of such period (the “Disability Period”) upon five (5) business days’
written notice to Executive specifying the termination date (the “Disability
      Termination Date”). Executive shall be entitled to receive his Salary and any
      unreimbursed expenses to the Disability Termination Date and for a period of
      the
      three months thereafter. Disability under this paragraph, shall be determined
      by
      a physician who shall be selected by the Company and approved by Executive.
      Such
      approval shall not be unreasonably withheld or delayed, and a physician shall
      be
      deemed to be approved unless he or she is disapproved in writing by Executive
      within ten (10) days after his or her name is submitted. The Company may obtain
      disability income insurance for the benefit of Executive in such amounts as
      the
      Company may determine.

    


    6.    Death.
      In the
      event of the death of Executive during the Employment Period, this Agreement
      and
      the employment of Executive hereunder shall terminate on the date of death
      of
      Executive. Executive’s heirs or legal representatives shall be entitled to
      receive his Salary earned to the date of his death and for a period of three
      months thereafter and any unreimbursed expenses.

     

    
      
        
        

      

      
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        7.    Termination. 

      

    

    


    The
      Company may discharge Executive for Cause at any time. Cause for discharge
      shall
      include (i) a material breach of this Agreement by Executive, but only if such
      breach is not cured within thirty (30) days following written notice by the
      Company to Executive of such breach, assuming such breach may be cured; (ii)
      Executive is convicted of any act or course of conduct involving moral
      turpitude; or (iii) Executive engages in any willful act or willful course
      of
      conduct constituting an abuse of office or authority which significantly
      adversely affects the business or reputation of the Company. No act, failure
      to
      act or course of conduct on Executive’s part shall be considered “willful”
unless done, or omitted to be done, by him not in good faith and without
      reasonable belief that his action, omission or course of conduct was in the
      best
      interest of the Company. Any written notice by the Company to Executive pursuant
      to this paragraph 7 shall set forth, in reasonable detail, the facts and
      circumstances claimed to constitute the Cause. If Executive is discharged for
      Cause, the Company, without any limitations on any remedies it may have at
      law
      or equity, shall have no liability for salary or any other compensation and
      benefits to Executive after the date of such discharge.

    


    8.    Non-Disclosure
      of Confidential Information.“Confidential
      Information” means all information known by Executive about the Company’
business plans, present or prospective customers, vendors, products, processes,
      services or activities, including the costing and pricing of such services
      or
      activities, employees, agents and representatives. Confidential Information
      does
      not include information generally known, other than through breach of a
      confidentiality agreement with any of the Company’, in the industry in which the
      Company engages or may engage. Executive will not, while this Agreement is
      in
      effect or after its termination, directly or indirectly, use or disclose any
      Confidential Information, except in the performance of Executive’s duties for
      the Company, or to other persons as directed by the Board of Directors.
      Executive will use reasonable efforts to prevent unauthorized use or disclosure
      of Confidential Information. Upon termination of employment with the Company,
      Executive will deliver to the Company all writings relating to or containing
      Confidential Information, including, without limitation, notes, memoranda,
      letters, electronic data, drawings, diagrams, and printouts, as well as any
      tapes, discs, flash drives or other forms of recorded information. If Executive
      violates any provision of this Section while this Agreement is in effect or
      after termination, the Company specifically reserve the right, in appropriate
      circumstances, to seek full indemnification from Executive should the Company
      suffer any monetary damages or incur any legal liability to any person as a
      result of the disclosure or use of Confidential Information by Executive in
      violation of this Section.

    


    9.    Restrictive
      Covenant.

    


    (a)   Prohibited
      Activities.
      Executive agrees that he shall not (unless he has received the prior written
      consent of the Company), during the period beginning on the date of termination
      of employment and during the term of this Agreement and ending two (2) years
      thereafter (the “Restriction Period”), directly or indirectly, for any reason,
      for his own account or on behalf of or together with any other person or
      firm:

    


    
      	 	
              (i)

            	
              hire
                or solicit for employment or call, directly or indirectly, through
                any
                person or firm, on any person who is at that time (or at any time
                during
                the one year prior thereto) employed by or representing the Company
                with
                the purpose or intent of attracting that person from the employ of
                the
                Company;

            


    

     

    
      
        
        

      

      
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              (ii)

            	
              call
                on, solicit or perform services for, directly or indirectly through
                any
                person or firm, any person or firm that at that time is, or at any
                time
                within one year prior to that time was, a customer of the Company
                or any
                prospective customer that had or, to the knowledge of Executive,
                was about
                to receive a business proposal from the Company, for the purpose
                of
                soliciting or selling any product or service in competition with
                the
                Company; or 

            


    

    


    
      	 	
              (iii)

            	
              call,
                directly or indirectly through any person or firm, on any entity
                which has
                been called on by the Company in connection with a possible acquisition
                by
                the Company with the knowledge of that entity’s status as such an
                acquisition candidate, for the purpose of acquiring that entity or
                arranging the acquisition of that entity by any person or firm other
                than
                the Company.

            


    

    


    (b)    Damages.
      Because
      of (i) the difficulty of measuring economic losses to the Company as a result
      of
      any breach by Executive of the covenants in Sections 9(a), and (ii) the
      immediate and irreparable damage which could be caused to the Company for which
      they would have no other adequate remedy, Executive agrees that the Company
      may
      enforce the provisions of Paragraph 9(a) by injunction and restraining order
      against Executive if he breaches any of said provisions, without necessity
      of
      providing a bond or other security.

    


    (c)    Reasonable
      Restraint.
      The
      parties hereto agree that Sections 9(a) and 9(b) impose a reasonable restraint
      on Executive in light of the activities and business of the Company on the
      date
      hereof and the current business plans of the Company.

    


    10.    Ownership
      of Inventions.
      Executive shall promptly disclose in writing to the Board of Directors all
      inventions, discoveries, and improvements conceived, devised, created, or
      developed by Executive in connection with his employment (collectively,
“Invention”), and Executive shall transfer and assign to the Company all right,
      title and interest in and to any such Invention, including any and all domestic
      and foreign patent rights, domestic and foreign copyright rights therein, and
      any renewal thereof. Such disclosure is to be made promptly after the conception
      of each Invention, and each Invention is to become and remain the property
      of
      the Company, whether or not patent or copyright applications are filed thereon
      by the Company. Upon request of the Company, Executive shall execute from time
      to time during or after the termination of employment such further instruments
      including, without limitation, applications for patents and copyrights and
      assignments thereof as may be deemed necessary or desirable by the Company
      to
      effectuate the provisions of this Section.

     

    
      
        
        

      

      
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    11.    Construction.
      If the
      provisions of paragraph 9 should be deemed unenforceable, invalid, or overbroad
      in whole or in part for any reason, then any court of competent jurisdiction
      designated in accordance with paragraph 13 is hereby authorized, requested,
      and
      instructed to reform such paragraph to provide for the maximum competitive
      restraint upon Executive’s activities (in time, product, geographic area and
      customer or employee solicitation) which shall then be legal and
      valid.

    


    12.    Damages
      and Jurisdiction.
      Executive agrees that violation of or threatened violation of any of paragraphs
      8, 9 or 10 would cause irreparable injury to the Company for which any remedy
      at
      law would be inadequate, and the Company shall be entitled in any court of
      law
      or equity of competent jurisdiction to preliminary, permanent and other
      injunctive relief against any breach or threatened breach of the provisions
      contained in any of said paragraphs 8, 9 or 10 hereof, and such compensatory
      damages as shall be awarded. Further, in the event of a violation of the
      provisions of paragraph 9, the Restriction Period referred to therein shall
      be
      extended for a period of time equal to the period that any violation
      occurred.

    


    13.    Choice
      of Law, Jurisdiction and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      New
      York, without giving effect to the principles of conflict of laws thereof.
      The
      Company and Executive hereby each consents to the exclusive jurisdiction of
      the
      state and federal courts sitting in New York county, New York, with respect
      to
      any dispute arising under the terms of this Agreement and further consents
      that
      any process or notice of motion therewith may be served by certified or
      registered mail or personal service, within or without Bermuda, provided a
      reasonable time for appearance is allowed. Each party acknowledges and agrees
      that any controversy which may arise under this Agreement is likely to involve
      complicated and difficult issues, and therefore each party hereby irrevocably
      and unconditionally waives any right such party may have to a trial by jury
      with
      respect to any litigation directly or indirectly arising out of or relating
      to
      this Agreement, or the breach, termination or validity of this Agreement, or
      the
      transactions contemplated by this Agreement. The parties further agree that
      any
      judgment, order or injunction granted by any court within Bermuda shall be
      enforceable in any jurisdiction in which the Company or its affiliates do
      business.

    


    14.    Indemnification.
      To the
      fullest extent permitted by, and subject to, the Company’ Certificates of
      Incorporation and By-laws, the Company shall indemnify and hold harmless
      Executive against any losses, damages or expenses (including reasonable
      attorney’s fees) incurred by him or on his behalf in connection with any
      threatened or pending action, suit or proceeding in which he is or becomes
      a
      party by virtue of his employment by the Company or any affiliates or by reason
      of his having served as an officer or director of the Company or any other
      corporation at the express request of the Company, or by reason of any action
      alleged to have been taken or omitted in such capacity.

     

    
      
        
        

      

      
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    15.    Severability.
      If any
      provision of this Agreement is held to be invalid, illegal, or unenforceable,
      that determination will not affect the enforceability of any other provision
      of
      this Agreement, and the remaining provisions of this Agreement will be valid
      and
      enforceable according to their terms.

    


    16.    Withholding.
      Any
      payments provided for herein shall be reduced by any amounts required to be
      withheld by the Company from time to time under any applicable employment or
      income tax laws or similar statutes or other provisions of law then in
      effect.

    


    17.    Successors
      to Company.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of Executive and the Company and any successor or assign of the
      Company, including, without limitation, any corporation acquiring, directly
      or
      indirectly, all or substantially all of the assets of the Company, whether
      by
      merger, consolidation, sale or otherwise (and such successor shall thereafter
      be
      deemed embraced within the term “Company” for the purposes of this Agreement),
      but shall not otherwise be assignable by the Company. The services to be
      provided by Executive hereunder may not be delegated nor may Executive assign
      any of his rights hereunder.

    


    18.    No
      Restrictions.
      Executive represents and warrants that as of the Effective Datet Executive
      is
      not subject to any contractual obligations or other restrictions, including,
      but
      not limited to, any covenant not to compete, that could interfere in any way
      with his employment hereunder.

    


    19.    Miscellaneous.

    


    (a)    This
      Agreement will be binding and inure to the benefit of Executive and Executive’s
      personal representatives, and the Company, their successors and
      assigns.

    


    (b)    If
      Executive should die while any amount would still be payable to him under this
      Agreement if he had continued to live, all such amounts, unless otherwise
      provided herein, shall be paid in accordance with the terms of this Agreement
      to
      Executive’s estate or legal representative.

    


    (c)    The
      failure of any of the parties hereto to enforce any provision hereof on any
      occasion shall not be deemed to be a waiver of any provision or succeeding
      breach of such provision or any other provision.

     

    
      
        
        

      

      
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    (d)    All
      notices under this Agreement shall be given by registered or certified mail,
      return receipt requested, directed to parties at the following addresses or
      to
      such other addresses as the parties may designate in writing:

     

    If
      to the
      Company:

    


    Maiden
      Holdings, Ltd.

    7
      Reid Street

    Hamilton
      HM 11 Bermuda

    Attention:
      General Counsel

    


    If
      to
      Executive

    


    Joseph
      T.
      Gaito

    27
      Glen
      Spring Drive

    Trumbull
      CT, 06611 U.S.A.

    


    (e)    In
      furtherance and not in limitation of the foregoing, this Agreement supersedes
      any employment agreement between the Company and Executive, written or oral,
      and
      any such agreement hereby is terminated and is no longer binding on either
      party.

    


    20.    Key
      Man Insurance Authorization.
      At any
      time during the term of this Agreement, the Company will have the right (but
      not
      the obligation) to insure the life of Executive for the sole benefit of the
      Company and to determine the amount of insurance and type of policy. The Company
      will be required to pay all premiums due on such policies. Executive will
      cooperate with the Company in taking out the insurance by submitting to physical
      examination, by supplying all information required by the insurance company, and
      by executing all necessary documents. Executive, however, will incur no
      financial obligation by executing any required document, and will have no
      interest in any such policy.

     

    
      
        
        

      

      
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    21.    Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which shall be
      deemed to be duplicate originals.

     

    
      	MAIDEN HOLDINGS, LTD. 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:      /s/ Bentzion
              S. Turin	 	 	/s/ Joseph
              T. Gaito
	
              
                

              

              Bentzion
                S. Turin/COO

            	 	 	
              

              Joseph T. Gaito

            
	 	 	 	 


    

     

     

    
      
        
        

      

      
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