EX-10.56



 





EXHIBIT 10.56




MEMORANDUM OF AGREEMENT



The attached Amendment No. 4 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. 4 pending regulatory approval.




	 	 	 	 	 
	/s/ Francis M. Colalucci
 

Tower Insurance Company of New York

	 	9/18/2007
 

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	 	 






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Amendment No.4




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

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



The parties hereby agree to amend the Original Agreement, as amended, as follows:



1. Effective July 1, 2007, the following paragraph H shall be added to ARTICLE III COMMENCEMENT
AND TERMINATION:





     H. This Agreement may be amended, modified or assigned only if in writing and signed by all
parties to this Agreement. No Assignments, Amendments, Modification and Termination shall be
effective as to Preserver Insurance Company unless such is (i) filed with the New Jersey
Department of Banking and Insurance (“NJDOBI”) at least thirty (30) days prior to the proposed
effective date, (ii) not disapproved by the NJDOBI, (iii) made in writing, and (iv) signed by
the parties hereto. All amendments to this Agreement shall be submitted to the New York State
Insurance Department for prior approval pursuant to Section 1505(d)(2) of the New York Insurance
Law.


2. Effective July 1, 2007, paragraph C of ARTICLE XIX INSOLVENCY shall be deleted in its
entirety and replaced as follows:





     C. In the event of the insolvency of the Company, the liquidator, receiver, conservator or
statutory successor of the Company shall give or arrange to give to the Reinsurer, written
notice of the pendency of a claim against the ceding insurer, within a reasonable period of time
after the initiation of the receivership, or after such claim is filed in the insolvency
proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless
it is substantially prejudiced thereby. During the pendency of such claim, the Reinsurer may
investigate such claim and interpose, at its own expense, in the proceeding where such claim is
to be adjudicated any defense or defenses which it may deem available to the Company or its
liquidator, receiver, conservator or statutory successor. The expense thus incurred by the
Reinsurer shall be chargeable subject to court approval against the insolvent Company as part of
the expense of liquidation to the extend of a proportionate share of the benefit which may
accrue to the Company solely as a result of the defense undertaken by the Reinsurer.



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3. Effective July 1, 2007, the following paragraphs L and M shall be added to ARTICLE XXXIV
MISCELLANEOUS:





     L. This Agreement shall at all times be in full compliance with the applicable provisions
of N.J.A.C 11:2-28 of the State of New Jersey and similar credit for reinsurance provisions of
the state of domicile of each Company.




     M. Each Company agrees to indemnify and hold the other parties, their directors, officers,
and employees harmless against all liability including but not limited to damages, losses,
demands, actions, proceedings, liabilities, judgments, fines, penalties and reasonable costs and
expenses of whatsoever kind including but not limited to fees and disbursements of counsel,
which each party is or may be held liable to pay arising out of any act or omission of other
parties, their directors, officers, employees or other representatives or resulting from any
breach of the obligations of this Agreement.


All other terms and conditions will remain unchanged.




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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 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 July 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 Amendment No. 4 attaches to and forms part of the captioned Agreement.



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.




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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:



	 	 	 	 	 	 	 
	TOWER INSURANCE COMPANY OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	TOWER NATIONAL INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	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:




	 	 	 	 	 	 	 
	CASTLEPOINT REINSURANCE COMPANY, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 







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