EXHIBIT 10.11


 


AMENDMENT NO. 1 TO


BROKERAGE BUSINESS


QUOTA SHARE REINSURANCE AGREEMENT


 


               
This AMENDMENT No. 1 (this
“Amendment”), dated as of May 26, 2006 (the “Effective Date”), to the Brokerage
Business Quota Share Reinsurance Agreement (the “Agreement”) by and among Tower
Insurance Company of New York, Tower National Insurance Company and CastlePoint
Reinsurance Company, Ltd., effective April 5, 2006.  Capitalized terms
used but not defined herein shall have the meanings ascribed thereto in the
Agreement.


RECITALS


A.           
The parties entered into the Agreement effective April 5, 2006, pursuant to
which the Reinsurer has agreed to reinsure the Brokerage Business written by
the Company, on the terms and subject to the conditions set forth in the
Agreement.


B.           
The parties now desire to amend the Agreement in accordance with Paragraph B.
of Article XXIV of the Agreement, as set forth in this Amendment, which
Amendment is effective as of the Effective Date.


               
NOW, THEREFORE, in consideration
of the foregoing, of the mutual covenants and undertakings set forth below, and
for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:


A.           
Amendment.


               
1.            
Reference is made to Article VII “Reinsurance Premium” of the Agreement. 
The Company has determined, and the parties hereby agree, that the Company’s
ceded net unearned premium reserve for the Business Covered by the Agreement
for the 2005 and 2006 treaty years as of March 31, 2006 was $39,618,867.


 


B.           
Miscellaneous.


1.            
Except as specifically set forth in this Amendment, the Agreement shall remain
in full force and effect without modification thereto.


2.         This
Amendment may be executed by the parties hereto in any number of counterparts,
and by each of the parties hereto in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


               
3.             This
Amendment and all actions arising out of or in connection with this Amendment
shall be governed by and construed according to the laws of the State of New
York, exclusive of the rules with respect to conflicts of law.


 

















 


               
IN WITNESS WHEREOF, the
Company and the Reinsurer have caused this Amendment to be executed as of the
day and year first above written.


 


	
   

  	
  TOWER
  INSURANCE COMPANY OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis M.
  Colalucci

  
	
   

  	
   

  	
  Name: 

  	
  Francis M. Colalucci

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TOWER
  NATIONAL INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis M.
  Colalucci

  
	
   

  	
   

  	
  Name: 

  	
  Francis M. Colalucci

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASTLEPOINT
  REINSURANCE COMPANY, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel S. Weiner

  
	
   

  	
   

  	
  Name:  Joel S.
  Weiner

  
	
   

  	
   

  	
  Title:   Chief
  Financial Officer

  
	
   

  	
   

  



 


 


[SIGNATURE
PAGE TO AMENDMENT NO. 1 TO

BROKERAGE BUSINESS QUOTA SHARE REINSURANCE AGREEMENT]