VIA FACSIMILE
 th
 Re: Stock Purchase Agreement (the Agreement), dated as of August 27,
2008, by and among CastlePoint Reinsurance Company, Ltd. (Purchaser),
HIG, Inc. (the Company) and Brookfield US Corporation (Seller)
  Section 3.3
 Section 12.4
 1.
    
    Section 3.1 of the Agreement is hereby amended to delete the reference to
$27,000,000 and insert in lieu thereof $31,500,000. Section 3.2 of the Agreement
is hereby amended to delete the reference to Twenty-Seven Million Dollars ($27,000,000) and
insert in lieu thereof $31,500,000. The term Closing Date in Section 3.2 and
Section 3.3 of the Agreement shall mean December 31, 2008 (and shall not mean the date
on which the Closing actually occurs); provided, however, that the first
reference to Closing Date in Section 3.3(a) shall mean the date on which the Closing occurs.
 2.
    
    Section 4.3(a) of the Agreement is hereby amended to delete the reference to
February 27, 2009 and insert in lieu thereof March 27, 2009.
 3.
    
    Attached hereto as Schedule 1 to this letter agreement is a pro forma balance sheet
on which certain line items are marked with an asterisk. The amounts set forth next to each
line item designated with an asterisk on Schedule 1 hereto shall be the amounts set
forth on the Closing Date Balance Sheet for each such line item and such amounts shall not be




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disputed by either party in connection with determining the Final Closing Book Value. For
the avoidance of doubt and notwithstanding anything in this letter agreement or the
Agreement to the contrary, for purposes of determining the Final Closing Book Value, the
parties agree that any net income or loss for the period from January 1, 2009 through the
Closing Date, including (for greater clarity) any change in assets or liabilities resulting
from the earning or incurring of such net income or loss, shall not be taken into account.
The parties agree and acknowledge that the amounts set forth next to each line item not
designated with an asterisk on Schedule 1 hereto can and may differ in the Estimated
Closing Book Value, the Closing Date Balance Sheet and the Notice of Balance Sheet
Disagreement in accordance with the terms of the Agreement.
 4.
    
    The Company shall cause the Insurance Subsidiaries to request that the applicable insurance
regulatory authorities extend their respective filing deadlines with respect to the annual
audited statutory statements for the year ended December 31, 2008, for each of the Insurance
Subsidiaries (the 2008 SAP Statements) to March 15, 2009, and Purchaser hereby
consents to the making of such requests by the Insurance Subsidiaries. Purchaser further
agrees that the financial statements (including the 2008 SAP Statements) required to be
provided by the Company to Purchaser pursuant to Section 8.13 of the Agreement for the
fiscal year and quarter ended December 31, 2008, shall not be required to be provided to
Purchaser until two (2) Business Days following the filing of the 2008 SAP Statements with the
applicable regulatory authorities.
 5.
    
    Without limiting paragraph 3 above and except as required by applicable Law, prior to the
Closing (provided that the Closing occurs before the filing of the 2008 SAP Statements),
Seller agrees (i) to continue to set loss and loss adjustment expense reserves (including
incurred but not reported loss reserves) in the Ordinary Course of Business and (ii) without
the written consent of Purchaser, not to release any loss or loss adjustment expense reserves
(including incurred but not reported loss reserves) other than to pay claims in the Ordinary
Course of Business. In accordance with the foregoing and for purposes of greater clarity,
Purchaser hereby agrees and acknowledges that Seller, the Company and the Insurance
Subsidiaries shall, in connection with the filing of the 2008 SAP Statements (if the Closing
has not yet occurred), (X) set loss and loss adjustment expense reserves (including incurred
but not reported loss reserves) and (Y) release any loss or loss adjustment expense reserves
(including incurred but not reported loss reserves), as they determine to be appropriate;
provided, that any such setting or releasing of any loss and loss adjustment expense
reserves (including incurred but not reported loss reserves) shall be in accordance with the
terms of the Agreement, SAP and applicable Law.
 6.
    
    Upon execution of this letter agreement, Seller and the Company shall cause Hermitage to
satisfy the investment requirements under Section 1402 of the New York Insurance Law to enable
Hermitage to complete the amendment of its charter to duplicate the powers of the subsidiaries
of Tower Group, Inc.
 7.
    
    Provided that the Closing occurs prior to the filing of the 2008 SAP Statements, at the
Closing the Company shall set its loss and loss adjustment expense reserves as directed




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by
Purchaser and confirmed by Purchasers outside actuary. The parties agree and acknowledge
that such setting of the loss and loss adjustment expense reserves by the Company shall have
no effect on the Purchase Price.
 Schedule
1
 Schedule 1
    Section 12.4
 PURCHASER:
CASTLEPOINT REINSURANCE COMPANY, LTD.By:
    /s/ Joel S. WeinerName:
    Joel S. WeinerTitle:
    Senior Vice President and
Chief Financial Officer 
 COMPANY:




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By:
    /s/ Aleks NovakovizName:
    Aleks NovakovizTitle:
    VPSELLER:
BROOKFIELD US CORPORATIONBy:
    /s/ Aleks NovakovizName:
    Aleks NovakovizTitle:
    VP cc:
    
    Roger A. Brown, Esq.
Senior Counsel, Tower Group, Inc.
D. Gilbert Friedlander, Esq.Weil, Gotshal & Manges LLP
Elliot S. Orol, Esq.
General Counsel, Tower Group, Inc.
John M. Schwolsky, Esq.Dewey & LeBoeuf LLP