EX-10.55



 





EXHIBIT 10.55




MEMORANDUM OF AGREEMENT



The attached Amendment No. 3 to the Amended & Restated Brokerage Business Quota Share Reinsurance
Agreement has been submitted for regulatory approval. The participating companies below have
agreed to the attached Amendment No. 3 pending regulatory approval.




	 	 	 	 	 	 	 
	/s/ Francis M. Colalucci

	 	 
	 	9/18/2007
	 	 
	 

	 	 	 	 	 	 
	Tower Insurance Company of New York

	 	 	 	 Date	 	 
	 
	 	 	 	 	 	 
	/s/ Francis M. Colalucci

	 	 	 	9/18/2007	 	 
	 

	 	 	 	 	 	 
	Tower National Insurance Company

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	/s/ Michael C. Haines

	 	 	 	9/18/2007	 	 
	 

	 	 	 	 	 	 
	Preserver Insurance Company

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	/s/ Michael C. Haines

	 	 	 	9/18/2007	 	 
	 

	 	 	 	 	 	 
	North East Insurance Company

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	/s/ Michael C. Haines

	 	 	 	9/18/2007	 	 
	 

	 	 	 	 	 	 
	Mountain Valley Indemnity Company

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	/s/ Joseph P. Beitz

	 	 	 	9/9/2007	 	 
	 

	 	 	 	 	 	 
	CastlePoint Reinsurance Company

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	/s/ Roger A. Brown

	 	 	 	 9/19/2007	 	 
	 

	 	 	 	 	 	 
	CastlePoint Insurance Company

	 	 	 	Date	 	 






1









 






Amendment No.3




To




Amended and Restated

Brokerage Business Quota Share Reinsurance Agreement Effective April 1, 2006

(Hereinafter referred to as the “Original Agreement”)




Between




TOWER INSURANCE COMPANY OF NEW YORK

TOWER NATIONAL INSURANCE COMPANY

(Hereinafter referred to as the “Company”)




And




CASTLEPOINT REINSURANCE COMPANY LTD.

(Hereinafter referred to as the “Reinsurer”)



WHEREAS, the Reinsurer and the Company are parties to the Original Agreement.



NOW THEREFORE, the parties hereby agree to amend the Original Agreement as follows:



Effective April 10, 2007, the Preamble of the Original Agreement is hereby amended to read as
follows:




Amended and Restated

Brokerage Business Quota Share Reinsurance Agreement Effective April 1, 2006

(Hereinafter referred to as the “Original Agreement”)




Between




TOWER INSURANCE COMPANY OF NEW YORK

TOWER NATIONAL INSURANCE COMPANY

PRESERVER INSURANCE COMPANY

NORTH EAST INSURANCE COMPANY

MOUNTAIN VALLEY INDEMNITY COMPANY

(Hereinafter referred to as the “Company”)




And




THE SUBSCRIBING REISURERS AS PER ATTACHED

INTEREST AND LIABILITIES AGREEMENTS




All other terms and conditions will remain unchanged.




2









 








INTEREST & LIABILITIES AGREEMENT

Attaching to and Forming Part of




Amended and Restated

Brokerage Business Quota Share Reinsurance Agreement Effective April 1, 2006

(Hereinafter referred to as the “Original Agreement”)




Between




TOWER INSURANCE COMPANY OF NEW YORK

TOWER NATIONAL INSURANCE COMPANY

PRESERVER INSURANCE COMPANY

NORTH EAST INSURANCE COMPANY

MOUNTAIN VALLEY INDEMNITY COMPANY

(Hereinafter referred to as the “Company”)




And




CASTLEPOINT INSURANCE COMPANY

(Hereinafter referred to as the “Subscribing Reinsurer”)



It is hereby mutually understood and agreed by and between the Company and the Subscribing
Reinsurer that, as respects business written or renewed with effective dates on or after April 1,
2007, the Subscribing Reinsurer’s share in the interest and liabilities of the Reinsurers will be
9%.



The share of the Subscribing Reinsurer will be separate and apart from the shares of the other
Reinsurers and will not be joint with those of the other Reinsurers, and the Subscribing Reinsurer
will in no event participate in the interest and liabilities of other Reinsurers.



It is further mutually understood and agreed by and between the Company and the Subscribing
Reinsurer that Addendum No. 3 attaches to and forms part of the captioned Agreement and prior
amendments thereto, the terms of which are incorporated herein by reference.



This Agreement may be executed in two or more counterparts, each of which, when duly executed will
be deemed an original, but all of which together will constitute one and the same instrument.




3









 







IN WITNESS WHEREOF, the Company and the Reinsurer have caused this Agreement to be executed by
their duly authorized representatives.



In New York, New York, this                    day of                     , 2007 on behalf of the Company:




For participation effective April 1, 2007:




TOWER INSURANCE COMPANY OF NEW YORK




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





TOWER NATIONAL INSURANCE COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





For participation effective April 10, 2007:




PRESERVER INSURANCE COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





MOUNTAIN VALLEY INDEMNITY COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





NORTH EAST INSURANCE COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




In                     ,                     , this                      day of     
                , 2007 on behalf of the Reinsurer:



For participation effective April 1, 2007:




CASTLEPOINT INSURANCE COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





4









 






INTEREST & LIABILITIES AGREEMENT

Attaching to and Forming Part of




Amended and Restated

Brokerage Business Quota Share Reinsurance Agreement Effective April 1, 2006

(Hereinafter referred to as the “Original Agreement”)




Between




THE INSURANCE COMPANIES THAT ARE SIGNATORIES TO THIS AGREEMENT

(Hereinafter referred to as the “Company”)




And




CASTLEPOINT REINSURANCE COMPANY, LTD.

(Hereinafter referred to as the “Subscribing Reinsurer”)



It is hereby mutually understood and agreed by and between the Company and the Subscribing
Reinsurer that, as respects business written or renewed with effective dates on or after April 1,
2007, the Subscribing Reinsurer’s share in the interest and liabilities of the Reinsurers will be
40%.



The share of the Subscribing Reinsurer will be separate and apart from the shares of the other
Reinsurers and will not be joint with those of the other Reinsurers, and the Subscribing Reinsurer
will in no event participate in the interest and liabilities of other Reinsurers.



It is further mutually understood and agreed by and between the Company and the Subscribing
Reinsurer that Addendum No. 3 attaches to and forms part of the captioned Agreement and prior
amendments thereto, the terms of which are incorporated herein by reference..



This Agreement may be executed in two or more counterparts, each of which, when duly executed will
be deemed an original, but all of which together will constitute one and the same instrument.




5









 







IN WITNESS WHEREOF, the Company and the Reinsurer have caused this Agreement to be executed by
their duly authorized representatives.



In New York, New York, this                      day of                     , 2007 on behalf of the Company:



For participation effective April 1, 2007:




TOWER INSURANCE COMPANY OF NEW YORK




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





TOWER NATIONAL INSURANCE COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





For participation effective April 10, 2007:




PRESERVER INSURANCE COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





MOUNTAIN VALLEY INDEMNITY COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





NORTH EAST INSURANCE COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





     In                     ,                     , this                      day of  
                   , 2007 on behalf of the Reinsurer:



For participation effective April 1, 2007:




CASTLEPOINT REINSURANCE COMPANY, LTD.




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






6