**Exhibit 10.24****PROGRAM MANAGEMENT AGREEMENT****between****Tower Insurance Company of New York****and****CastlePoint Management Corp.****Amended and Restated**     This Agreement, entered into as of January 1, 2007 (the “Agreement”) by and between TOWERINSURANCE COMPANY OF NEW YORK, a property and casualty insurance company domiciled in New York (the“Company”), and CASTLEPOINT MANAGEMENT CORP., a Delaware corporation (“Manager”), each havingoffices located at 120 Broadway, New York, N.Y. 10271.PREAMBLE     WHEREAS, Company and Manager entered into a Program Management Agreement dated April 4, 2006,but now find it advisable to amend and restate such agreement; and     WHEREAS, Company desires to appoint Manager as its manager for performing underwriting andclaims services with respect to the Traditional Program Business and Specialty Program Business andInsurance Risk Sharing Business as set forth in this Agreement; and     WHEREAS, Manager desires to perform such responsibilities;     NOW, THEREFORE, Company and Manager, in consideration of the mutual promises herein containedand for other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, agree as follows:**1.****Appointment****.**     Company does hereby nominate, constitute, and appoint Manager as its manager for: (i) thesoliciting, underwriting, quoting, binding, issuing, and servicing of Company’s insurance policiesclassified as Traditional Program Business and Specialty Program Business and Insurance RiskSharing Business as set forth in the schedule attached hereto as Exhibit A, as may be amended fromtime to time (such insurance and any policies, contracts, binders, endorsements, certificates,agreements, or evidence of insurance, individually and collectively, will be referred to as“Policy” or “Policies” hereunder).**2.****Authority****.**Manager is authorized to:     2.1 Issue, or direct Company to issue, Policies subject to: (i) the scope and limits grantedin Exhibit A attached hereto; (ii) the terms and conditions (including exclusions) of
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**Exhibit 10.24**forms of Policies prescribed by Company; (iii) applicable state insurance laws, rules, andregulations; (iv) the underwriting guidelines approved by Company; (v) Company’s ultimate right toveto the solicitation, underwriting, quoting, binding, and issuing of any Policy by Manager; (vi)Company’s ultimate right to cancel any Policy subject to applicable governmental regulatoryrequirements for cancellation and non-renewal; (vii) Company’s ultimate right to veto theappointment by Manager of any agent, broker or producer, and the ultimate power of Company tocancel any such agency pursuant to Section 2.4; (viii) Company’s right to approve all advertisingwith respect to the Policies in which Company’s name is used.     2.2 Collect, account, receipt for, and remit premiums on Policies that Manager writes onbehalf of Company in accordance with Section 2.1 and, as full compensation, to retain commissionsout of premiums so collected in amounts as specified in Exhibit A attached hereto. Manager agreesto pay all costs and expenses of collection from insureds where premiums to be received by Managerpursuant to this Agreement are not paid in full by the insured. Manager agrees that all premiums,including return premiums received by Manager, are Company’s property and will be paid over to theCompany immediately following collection.     2.3 Secure or obtain agents and producers to produce business. Company appointments willfollow upon Manager providing evidence that the agents and producers are lawfully licensed totransact the type of insurance they are expected to write, are not serving on Company’s orManager’s board of directors and complete Company’s appointment process. The agents and producersmust meet the applicable compliance regulations for licensure.     2.4 Terminate agents and producers.     2.5 Investigate and settle claims as provided in Section 10 below and establish reserves forsuch claims.     2.6 Appoint properly licensed small third party insurers or their affiliates as ProgramUnderwriting Agents using Company policies on the condition that such small insurers participate asa reinsurer on the Specialty Program Business and Insurance Risk Sharing Business they underwrite.“Program Underwriting Agent” means an insurance intermediary that aggregates business from retailand general agents and manages business on behalf of insurance companies, including functions suchas risk selection and underwriting, premium collection, policy form design and client service.**3.****Performance****.**     3.1 Manager hereby accepts the foregoing appointment and agrees faithfully to perform theduties thereof in a professional manner as an agent of Company and to obey promptly such reasonableinstructions as it may receive from time to time from Company in accordance with this Agreement.     3.2 If Manager commits a material breach of this Agreement, Company may, as one remedy but notas an exclusive remedy, require its own employees or designated representatives to carry outManager’s duties hereunder. Manager shall reimburse Company for Company’s reasonable expenses,including salaries, incurred for having Company’s employees or representatives perform such dutiesor, at Company’s option, Manager shall pay such employees
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**Exhibit 10.24**or representatives directly. Such reimbursement or direct payments shall be made by Manager withinfive (5) days after Manager’s receipt of invoices of such expenses.**4.****Expenses****.**     No expenses or fees shall be paid pursuant to this Agreement. All expenses incurred by eitherparty shall be apportioned, allocated or paid at actual cost in accordance with the TraditionalProgram Business Quota Share Reinsurance Agreement and the Specialty Program Business and InsuranceRisk Sharing Business Quota Share Reinsurance Agreement between the Company and CastlePointReinsurance Company (CPRe) or the Traditional Program Business Pool Management Agreement and theSpecialty Program Business Pool Management Agreement between the Company and CastlePoint InsuranceCompany (CPIC), as that term is defined in those agreements, as the case may be. Manager may,however, seek reimbursement for any expenses it incurs in performing its functions hereunder fromeither CPRe or CPIC as the case may be, the allocation of which shall comply with Regulation 30 ofthe New York Insurance Laws (11 NYCRR 105-109).**5.****Territory****.**     Manager’s authority to solicit, quote, underwrite, bind, issue, or service Policies extendsonly to insureds or prospective insureds located in the states specified in Exhibit A attachedhereto, subject to: (i) the applicable licensing authority of Company, (ii) Company having made andreceived approval of all necessary regulatory filings and (iii) Manager obtaining licenses whereverrequired for activities conducted by Manager pursuant to this Agreement.**6. ****Representations and Warranties of Manager****.**On the effective date hereof, during theterm of this Agreement, and for any period described in Section 14.5, Manager hereby represents andwarrants to Company as follows:     6.1 Laws and Licenses. Manager has complied and will comply with all applicable laws,rules, and regulations. Manager shall provide current copies of Manager’s licenses, which will bemaintained in Company’s records. Company will appoint Manager in all applicable states. Managerwill obtain and maintain at its own expense all licenses required for it to perform this Agreement.     6.2 No Breach. This Agreement is a valid and binding obligation of Manager. Theexecution and delivery of this Agreement and the consummation of the transactions contemplatedherein will not breach or conflict with Manager’s by-laws or certificate of incorporation, nor withany agreement, covenant, or understanding (oral or written) to which Manager is bound, and will notadversely affect the application for issuance or the validity of any license of Manager.     6.3 Status. Manager is a duly organized and validly existing corporation in the Stateof Delaware.     6.4 Authorization. The execution, delivery, and performance of this Agreement byManager have been duly and properly authorized by it.
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**Exhibit 10.24****7.****Representations and Warranties of Company****.**On the effective date hereof, during theterm of this Agreement, and for any period described in Section 14.5, each Company herebyrepresents and warrants to Manager as follows:     7.1 Laws and Licenses. Company has complied and will comply with all applicable laws,rules and regulations and shall, whenever necessary, obtain and maintain at its own expense alllicenses required for it to perform this Agreement.     7.2 No Breach. This Agreement is a valid and binding obligation of Company. Theexecution and delivery of this Agreement and the consummation of the transactions contemplatedherein will not breach or conflict with Company’s by-laws or articles of incorporation, nor withany agreement, covenant, or understanding (oral or written) to which Company is bound, and will notadversely affect the application for issuance or the validity of any license of Company.     7.3 Status. Company is a duly organized and validly existing corporation in the Stateof New York.     7.4 Authorization. The execution, delivery, and performance of this Agreement byCompany have been duly and properly authorized by it.**8.****Duties and Responsibilities****.**Subject to Company’s supervision and instructions, Manageragrees to perform the following duties and services in addition to those otherwise enumerated inthis Agreement:     8.1 Solicit, underwrite, quote, bind, issue, secure proper countersignature when required byapplicable laws, and service Policies on behalf of Company.     8.2 Cancel Policies issued or underwritten by Manager in accordance with the terms of thePolicies and applicable state regulations.     8.3 Issue Policies only on forms approved by Company and filed with and approved by regulatoryauthorities wherever such filing and approval is required.     8.4 Underwrite and issue Policies in accordance with the premium rates and underwritingcriteria and guidelines as approved by Company.     8.5 Investigate and settle claims as provided in Section 10 below and establish reserves forsuch claims.     8.6 Maintain at Manager’s expense data processing systems and equipment, an office or officesand a staff of employees sufficient in number and qualifications to perform the duties set forth inthis Agreement.     8.7 Pay to Company any fines imposed by regulatory authorities, taxation authorities, andtheir agents for data collection and advisory organizations, due to late filing or poor quality ofdata provided by Manager.
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**Exhibit 10.24**     8.8 Pay to Company any fines imposed by regulatory authorities upon Company due to the use ofunapproved forms or rates by Manager or due to other market conduct violations caused by Manager’swillful misconduct.     8.9 Maintain separately for Company and each other insurer with which Manager does business,complete and current records and accounts, including underwriting files, which Manager shall retainin accordance with Section 12 and any applicable laws.     8.10 Refund within sixty (60) days of the end of each calendar month, return commissions onPolicy cancellations or premium reduction, in each case at the same rate at which such commissionswere originally retained.     8.11 Collect, account, receipt for and promptly remit premiums on Policies that Manager writeson behalf of Company in accordance with Section 2.1.     8.12 Hold all monies, including premiums, return premiums, and monies received by Manager, ina fiduciary capacity for Company. Except as otherwise authorized by this Agreement, Manager shallmaintain such monies in a separate and segregated bank account in a bank that is a member of theFederal Reserve System and is insured by the Federal Deposit Insurance Corporation. This accountshall not be used for any purpose other than payments to or on behalf of Company. Any investmentincome produced from this bank account shall vest and become the property of Manager.     8.13 Comply with all regulatory requirements including, but not limited to, the cancellation,non-renewal, or conditional renewal of policies.     8.14 Return upon demand after termination of this Agreement, all unused Policies, forms, andother property furnished to Manager by Company. Such items remain the property of Company. Managershall fully cooperate with and assist Company in recovering such items from third parties, if any.     8.15 Exercise Manager’s authority through authorized employees of Manager or its affiliates.     8.16 Not represent other companies except as permitted by Company.     8.17 Exercise exclusive and independent control of Manager’s time and conduct.**9. Limitations of Authority.**     Notwithstanding the foregoing, all underwriting services provided to Company by Manager shallbe based upon the written criteria, standards and guidelines of Company which shall retain thefinal authority over underwriting decisions including, but not limited to, acceptance, rejection,cancellation and termination of risks.
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**Exhibit 10.24****10. Claims.**     10.1 Manager shall or shall arrange to investigate, negotiate, and settle all Policy claims orlosses on behalf of Company; however, Manager shall obtain the prior approval of Company beforehandling and settling any Policy claim or loss which is in excess of Fifty Thousand Dollars($50,000) gross incurred loss. Manager shall determine coverage for claims; however, Manager shallobtain the prior written approval of Company for the handling of litigation in which the Company isnamed as a defendant or claims in which Manager seeks declaratory relief on behalf of Company. Allclaims or losses shall be reported in monthly statements pursuant to Section 11 below. Inaddition, Manager shall immediately notify Company in writing of any claim or loss as Companyrequests upon receiving notice or knowledge of: (i) any Policy claim or loss in excess of TwoHundred Fifty Thousand Dollars ($250,000) gross incurred loss; or (ii) any loss regardless ofincurred dollar amount involving the following: fatalities; brain stem/brain damage injuries;spinal cord injuries; heart attacks; severe, non-accumulative hearing loss; severe,non-accumulative vision loss; amputation of major body part; paraplegia; quadriplegia; seriousburns (i.e. second or third degree and/or burns over 50% of the body); non-union, compound,comminuted, serious fractures; injury to the spine or pervasive nerve damage; class action suits;allegations of criminal conduct by an insured or allegations of criminal conduct by an insured orallegations of criminal conduct on the insured’s premises; bad faith claims or suits; demands inexcess of policy limits; actual or alleged violations of the Deceptive Trade Practices Act; actualor alleged violations of the applicable State Insurance Codes; actual or alleged violation of lawby Manager; or litigation naming Company as a defendant. In determining gross incurred loss,Manager shall consider the facts and circumstance of the claim or loss, Manager’s analysis of theinsured’s liability for the claim or loss, Manager’s analysis of damages resulting from the claimor loss and Manager’s analysis of the applicability of coverage for the claim or loss. Theseindividually reported claims or losses should be updated semi-annually and more frequently upon theoccurrence of any material change in any claim or loss or any information previously reported toCompany. Company shall be immediately notified if Manager is closing a file on a reported claim orloss and of the reason for this file closure. Failure to promptly notify Company of claims underthis Section 10.1 shall be considered a material breach of this Agreement and subject to all theremedies provided herewith.     10.2 Whenever Manager shall deem it prudent to engage legal counsel or loss adjusters toprotect Company’s interest regarding claims or losses, such services shall be provided only byqualified attorneys-at-law and/or licensed loss adjusters selected by Manager, who have substantialexperience in the handling of claims litigation of the type involved. Upon execution of thisAgreement, Manager shall submit to Company for approval a list of the attorneys and loss adjustersit intends to use. Such list shall be considered approved unless Company objects to any of suchfirms or individuals within fourteen (14) days after receipt of such list. Any provision hereof tothe contrary notwithstanding, it is agreed that, with respect to any claim or loss of any amount,Manager shall promptly furnish Company, or its designee, any additional claim or loss informationrequested by Company with respect to a claim or loss pertaining to any Policy covered by thisAgreement, and it is further agreed with respect to any claim or loss of any amount as follows:
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**Exhibit 10.24**     a. Company may assign an attorney of its own choice to assume the defenseof any claim or loss reported to Company and, in the event an attorneyhas already been employed by Manager, the service of such attorneywhich has already been employed by Manager shall be terminated byManager forthwith and Manager shall waive any conflict of interestthat may have been created by such attorney’s employment by Manager.     b. In the event that Company is named as a defendant in any lawsuit,Manager shall, as soon as it has notice or knowledge of such lawsuit,immediately give written notice thereof to Company accompanied by acopy of the complaint and any court papers related to such lawsuit.     10.3 All claims services provided to Company by Manager shall be based upon the writtencriteria, standards and guidelines of Company which shall retain the final authority over claimsdecisions including, but not limited to, payment and non-payment of claims.**11. Accounting and Reporting Procedures.**Manager shall:     11.1 Within thirty (30) days after the end of each month, remit to Company all premiumscollected on Policies issued under the terms of this Agreement, less the commission due to Managerin accordance with Exhibit A attached hereto. Manager may not offset balances due to Companyhereunder against balances due Manager under any other contract with Company;     11.2 On behalf of Company supply accounting, underwriting, and claim bordereaux with copies toCompany, pursuant to their terms and conditions;     11.3 With regard to business placed by Manager with Company hereunder, furnish to Company, inelectronic format, within thirty (30) days after the end of each month a report of written,earned, and unearned premiums; losses and loss adjustment expenses paid and outstanding; loss andloss adjustment expenses incurred; commissions earned by Manager;     11.4 Provide detail and summary reports, in an electronic or printed medium, as are requiredto meet all reporting requirements of state regulatory or taxation authorities, their managers fordata collection, and advisory organizations including but not limited to:     a. Within thirty (30) days of the close of the calendar quarter: direct premiums(written and earned); in force premiums; policy counts (written and in force); direct lossesand loss adjustment expenses including subrogation (paid and reserved); number of claimsopen, closed with payment, and closed without payment; as prescribed by state regulatoryauthorities.     b. Within thirty (30) days of the close of the calendar quarter: direct writtenpremium, losses, and loss adjustment expense including subrogation (paid and reserved)transaction data as prescribed by advisory organizations providing loss cost and policyforms.     c. Thirty (30) days prior to the prescribed deadline: the reports of direct premiums(written and earned), losses, and loss adjustment expenses including salvage
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**Exhibit 10.24**and subrogation (paid and reserved) as required by state regulatory data collection agents,including but not limited to financial calls, unit statistical data, summary statisticaldata, and detailed claim information for National Council on Compensation Insurance (NCCI),Insurance Services Office (ISO), and National Association of Independent Insurers (NAII),and various state-specific reporting requirements as necessary.     11.5 By the first business day of February of each year, Manager shall provide Company withany information Company may require in order to complete its statutory financial statements for theprior year.**12. Books and Records.**     Manager shall keep such books and records as may be (i) reasonably requested by Company; or(ii) required by law, rulings, or orders of the insurance departments of the states havingjurisdiction over: (a) Manager or Manager’s business or (b) any Policies. Manager shall make suchbooks and records available for examination, audit, and copying by the insurance departments ofsuch states and by Company, or by their authorized representatives. Company shall have the rightto examine and review at any reasonable time all books, records, files, and papers, including, butnot by way of limitation, claim files and underwriting files maintained and kept by Manager whichrelate to this Agreement and the Policies. Manager shall institute and maintain retention anddisposal systems for claim files and underwriting files in accordance with procedures andrequirements as prescribed by law. All books and records of Manager shall be maintained at theprincipal place of business of Manager and shall be complete, accurate, and up-to-date, and shallreflect all monies paid or received by Agent and all transactions of Manager pursuant to thisAgreement. Anything to the contrary notwithstanding, all of the books, records, files, and papersmaintained and kept by Manager relating to underwriting and claims matters involving this Agreementor the Policies, shall be and remain the sole and exclusive property of Company except that upontermination of this Agreement, all right, title, and interest in and to all Policy renewals orexpirations and all records with respect to renewals and expirations shall automatically andirrevocably transfer to and vest in Manager provided Manager has accounted for and has madepayments of all amounts due Company and continues to do so.**13. Indemnification.**     13.1 Manager shall indemnify and hold harmless Company from and against all losses, damages,costs, expenses, claims, fines, penalties, or liabilities of any description suffered by Companywith respect to Manager or any Policies issued or underwritten by Manager, including, withoutlimitation, any attorney’s fees, in connection with or arising out of: (i) any violations byManager of laws, rules, or regulations to which it is subject; (ii) any material breach of anywarranty or representation of Manager made in this Agreement or any other material breach of thisAgreement by Manager; or (iii) any willful misconduct, gross negligence, or misrepresentation, ofManager or of it officers, directors, employees, agents, sub-producers, or independent contractors.     13.2 Company shall indemnify and hold harmless Manager from and against all losses, damages,costs, expenses, claims, fines, penalties, or liabilities of any description suffered by Managerwith respect to Company or any Policies issued or underwritten by Company,
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**Exhibit 10.24**including, without limitation, any attorney’s fees, in connection with or arising out of: (i) anyviolations by Company of laws, rules, or regulations to which it is subject; (ii) any breach of anywarranty or representation of Company made in this Agreement or any other breach of this Agreementby Company; or (iii) any alleged or actual misconduct, negligence, misrepresentation, or other actsor failures to act of Company or of it officers, directors, employees, agents, sub-producers, orindependent contractors.**14. Termination of Agreement.**     14.1 This Agreement shall continue until terminated in accordance with Sections 14.2 through14.5 below.     14.2 This Agreement may be terminated immediately by either party upon giving written noticeto the other party via electronic, certified or registered mail in the event of:     a. The misappropriation by either party of any funds or property belonging to the otherparty;     b. The fraud, gross negligence, or willful misconduct of the other party;     c. The license or certificate of authority of the other party in their state ofdomicile is canceled, non-renewed or suspended by any public authority;     d. An assignment by the other party for the benefit of creditors; the dissolution orliquidation of the other party; the appointment of a conservator, receiver, or liquidatorfor a substantial part of the other party’s property; the institution of bankruptcy,insolvency, or similar proceedings by or against the other party;     e. Material breach by the other party of any provision of this Agreement;     f. If any law or regulation of the federal, state, or local government of anyjurisdiction in which the other party is doing business shall render illegal or invalid anytransaction contemplated by this Agreement, or any term of this Agreement, this Agreementmay be terminated insofar as it applies to such jurisdiction by either party giving noticeto the other party to such effect or by either party giving notice to the other party tosuch effect;     g. Change in ownership of ten percent (10%) or more of the outstanding voting stock ofthe other party, sale or transfer of the other party’s assets, merger of the other party,or change or resignation of any principal officer or director of the other party;     h. The licenses required of the other party for it to perform under this Agreementexpire, are terminated, or are not valid pursuant to the law of the State in which the otherparty is transacting business on behalf of either party.     14.3 This Agreement may be terminated at any time by mutual written agreement, or upon sixty(60) days prior written notice by either Company or Manager.
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**Exhibit 10.24**     14.4 If at any time either party sends notice of termination to the other party as provided inSection 14.2 above or the Agreement is otherwise terminated as provided herein, the Manager shallnot solicit, underwrite, quote, bind, or issue any Policies or renew any existing Policies forwhich the inception date or renewal date falls after the effective date of termination of thisAgreement, nor shall Manager cancel and rewrite any existing Policies.     14.5 Unless otherwise indicated by this Agreement or either party otherwise notifies the otherparty in writing, Manager’s duties and responsibilities under this Agreement shall survivetermination of this Agreement until such time as all Policies issued, underwritten, or serviced byManager pursuant to this Agreement have expired and all known losses under such Policies have beenpaid or settled, have run off or otherwise have been disposed of in the judgment of Company, allincurred but not reported loss reserves have been reduced to zero, and any amounts owed to Companyby others has been paid. The only compensation Manager shall receive for its performance of itsduties hereunder (both during and after the term of this Agreement) is set forth in Section 4.     14.6 Upon termination of the Agreement, Manager shall, unless notified in writing to thecontrary by Company:     a. Continue to represent Company for the purpose of servicing Policies placed byManager with Company which are in force on, or renewed at Company’s election, or as requiredby law, after the date of termination of this Agreement, and Manager shall continue toreceive its normal compensation for such services.     b. Issue and countersign appropriate endorsements on Policies in force, provided thatwithout prior written approval of Company, such endorsement shall not increase nor extendCompany’s liability nor extend the term of any Policy.     c. Collect and receipt for premiums and retain commissions out of premiums collected asfull compensation.     14.7 Any notice issued pursuant to this Section shall be effective on the day after it isreceived by Manager.**15. Suspension of Manager’s Authority.**     15.1 In lieu of terminating this Agreement, Company may give written notice to Manager thatCompany is immediately suspending Manager’s authority in its entirety or in any particular state tobind new or renewal business, change any existing Policy and/or settle any claim during thependency of any of the following events:     a. Manager is delinquent in payment of any monies due Company;     b. Any dispute exists between Manager and Company regarding the existence of any of theevents listed in Section 14.2;     15.2 Such suspension shall remain in effect until such delinquency is cured or dispute isresolved and Manager receives written notification from Company to that effect. If such
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**Exhibit 10.24**delinquency is not cured within fifteen (15) days from the date of receipt of writtennotification by Manager of such delinquency, Company may exercise its right to terminate thisAgreement under Section 14.2.     15.3 Unless otherwise notified in writing to the contrary by Company, Manager’s obligationunder this Agreement shall continue during the suspension of Manager’s authority under thisAgreement.     15.4 Any notice of suspension issued pursuant to this Section shall be effective immediately.**16. Ownership of Expirations.**     The use and control of expirations will remain the property of Manager; and Company will not,without consent of Manager, (a) refer or communicate to any other agent or broker, Company’srecords of insureds, expiration dates and other material information relating to specific risksexcept for loss or claims information specifically requested by the insured or the insured’sauthorized representative nor (b) use such material information relating to specific risks forpurposes of solicitation.**17. Mediation; Arbitration and Injunctive Relief.**     17.1 If any dispute arises between Company and Manager with reference to the interpretation,performance, or breach of this Agreement (whether the dispute arises before or after termination ofthis Agreement) such dispute, if not resolved by the parties, must be submitted to non-bindingmediation. If such dispute is not resolved by non-binding mediation within sixty (60) days it willthen be submitted for decision to a panel of three arbitrators. Notice requesting arbitration willbe in writing and sent certified or registered mail, return receipt requested.     17.2 One arbitrator shall be chosen by each party and the two arbitrators shall, beforeinstituting the hearing, choose an impartial third arbitrator who shall preside at the hearing. Ifeither party fails for any reason to appoint its arbitrator within thirty (30) days after beingrequested to do so by the other party, the latter, after ten (10) days notice by certified orregistered mail of its intention to do so, may appoint the second arbitrator. If the twoarbitrators are unable to agree upon the third arbitrator within thirty (30) days of theirappointment, the third arbitrator shall be selected from a list of six individuals (three named byeach arbitrator) by a judge of the United States District Court having jurisdiction over thegeographical area in which the arbitration is to take place, or if that court declines to act, thestate court having general jurisdiction in such area.     17.3 All arbitrators shall be active or retired disinterested officials of insurance orreinsurance companies not under the control or management of either party to this Agreement andwill not have personal or financial interests in the result of the arbitration.     17.4 Within thirty (30) days after notice of appointment of all arbitrators, the panel shallmeet and determine timely periods for briefs, discovery procedures, and schedules for hearings.
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**Exhibit 10.24**     17.5 The panel shall be relieved of all judicial formality and shall not be bound by thestrict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall takeplace in New York, New York. Insofar as the arbitration panel looks to substantive law, it shallconsider the law of the State of New York. The decision of any two arbitrators when rendered inwriting shall be final and binding. The panel is empowered to grant interim relief as it may deemappropriate.     17.6 The panel shall interpret this Agreement as an honorable engagement rather than merely alegal obligation and shall make its decision considering the custom and practice of the applicableinsurance and reinsurance businesses within sixty (60) days following the termination of thehearing unless the parties consent to an extension. Judgment upon the award may be entered in anycourt having jurisdiction thereof.     17.7 Punitive damages will not be awarded. The arbitrators may, however, at their discretionaward such other costs and expenses as they deem appropriate, including but not limited toattorneys’ fees, the cost of arbitration, and arbitrators’ fees, to the extent permitted by law.     17.8 It is understood and agreed that in the event of any breach or threatened breach, Companymay apply to a court of competent jurisdiction for, and shall be entitled to, injunctive relieffrom such court, without the requirement of posting a bond or proof of damages, designed to cureexisting breaches and to prevent a future occurrence or threatened future occurrence of likebreaches on the part of Manager. It is further understood and agreed that the remedies andrecourses herein provided shall be in addition to, and not in lieu of, any other remedy or recoursewhich is available to Company either at law or in equity in the absence of this paragraph includingwithout limitation the right to damages.**18. Miscellaneous.**     18.1 This Agreement may be revised by mutual agreement of Manager and Company and suchrevision shall be evidenced by a written agreement duly executed by authorized representatives ofManager and Company, which specifies the effective date thereof.     18.2 Manager shall not have authority to represent Company on any exclusive basis with respectto any policy form, line, or class or subclass of business, unless otherwise authorized in writingby Company.     18.3 Manager shall not commit Company to any expenses or obligations not specifically providedfor herein without the prior written permission of Company.     18.4 Company shall have the right to oversee and supervise the operation of this Agreement,including but not limited to the right at all reasonable times to have access to and to copy atCompany’s expense Manager’s books and records as they relate to this Agreement, which rights shallsurvive the termination or expiration of this Agreement. The director or commissioner of insuranceof any state where Manager issues Policies on behalf of Company shall have at all reasonable timesthe right of access to all books, records, and bank account of Manager in a form usable by suchofficial.
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**Exhibit 10.24**     18.5 During the term of this Agreement, Manager shall obtain and maintain in full force andeffect, at its expense, fidelity insurance with a minimum policy limit of $1,000,000, errors andomissions insurance with a minimum policy limit of $2,000,000, directors and officers insurancewith a minimum policy limit of $2,000,000, and general liability insurance with a minimum policylimit of $1,000,000 and on such terms as are reasonably acceptable to Company. Manager shallfurnish Company with copies of the certificates of insurance for such insurance, and shall notcancel or amend any such insurance without Company’s prior written consent.     18.6 Manager shall provide to Company, copies of its quarterly financial reports and annualaudited financial reports.     18.7 If Manager fails in any respect to fulfill its duties and responsibilities under thisAgreement, then the expense incurred by Company in order to fulfill Manager’s duties andresponsibilities under this Agreement will be fully reimbursed by Manager.     18.8 This Agreement may not be directly or indirectly assigned by either party in whole or inpart, nor may Manager appoint a sub managing general Manager.     18.9 Any provision of this Agreement which conflicts with applicable law or regulation will beamended to the minimum extent necessary to effectuate compliance with such law or regulation.     18.10 Manager is an independent contractor, not an employee of Company, and nothing in thisAgreement shall be construed to create an employer/employee relationship between Company andManager.     18.11 This Agreement shall be construed in accordance with the laws of the State of New York.     18.12 Neither Company nor Manager shall disclose material details of this Agreement and thePolicies without the prior consent of the other party. However, this restriction will not apply todisclosures made by Company or Manager to its agents, producers, shareholders, policyholders,auditors, accountants, arbitrators, legal counsel, or other third parties as required in theordinary course of business, nor to disclosures required by arbitration panels, governmentalagencies, regulatory authorities, or courts of law.     18.13 Failure of either party to enforce compliance with any term or condition of thisAgreement shall not constitute a waiver of such term or condition. No waiver of any breach ordefault hereunder shall be valid unless in writing and signed by the party giving such waiver, andno such waiver shall be deemed a waiver of any subsequent breach or default of the same or similarnature.     18.14 Manager acknowledges and agrees that it will benefit from this Agreement and that abreach by it of the covenants contained herein would cause Company irreparable damages that couldnot adequately be compensated for only by monetary compensation. Manager shall notify Company inwriting via electronic, certified or registered mail, within five (5) days if there is a change inownership of ten percent (10%) or more of the outstanding voting stock of
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**Exhibit 10.24**Manager, sale or transfer of all Manager’s assets, merger of Manager, or change of anyprincipal officer or director of Manager including, but not limited to, resignation.     18.15 Any notice or other communications required or permitted hereunder shall be sufficientlygiven if sent by electronic, certified or registered mail, postage prepaid, if to Company,addressed to Tower Insurance Company of New York, 120 Broadway, 31st Floor, New York, New York,10271, Attention: Stephen Kibblehouse, General Counsel, and if to Company addressed to CastlePointManagement Corp., 120 Broadway, 17th Floor, New York, NY 10271, Attention: General Counsel or suchother address as notified by either party to the other.     18.16 Notwithstanding any other provisions of this Agreement, the business and affairs ofCompany shall be managed by its board of directors, and, to the extent delegated by the board, byits appropriately authorized officers. The board of directors and officers of Manager shall nothave any management prerogatives with respect to the business affairs and operations of theCompany.     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date firstwritten above, subject to the satisfaction of New York Insurance Law § 1505, including anyconditions such regulators may impose on the terms of this Agreement subsequent to the date hereof.**CASTLEPOINT MANAGEMENT CORP.**By: /s/ Joel Weiner