Exhibit
10.52


 


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 (on behalf of
itself and its pooling


partner 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 1, 2007, item 4 of Amendment
No. 2 shall be deleted and 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


 


THE
INSURANCE COMPANIES THAT ARE SIGNATORIES TO THIS AGREEMENT


 (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.


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
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.


 


 


 

















 


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:

  	
   

  	
   

  	
   

  
							



 


 


 


 

















 


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.


 

















 


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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: