**EXHIBIT 10.50****FIFTH AMENDMENT TO LEASE**     **AGREEMENT**, dated as of the 20th day of December, 2006, between **120 BROADWAYHOLDINGS, LLC**, a Delaware limited liability company, having an office at 7 World Trade Center,250 Greenwich Street, New York, New York 10007 (**“Landlord”**), and **TOWER GROUP, INC.**, aDelaware corporation, having an office at 120 Broadway, New York, New York 10271 (**“Tenant”**).**STATEMENT OF FACTS**     By Lease dated as of February 19, 1997 (the “**Original Lease**”), by and between Broadpine RealtyHolding Company, Inc. (“**BRHC**”) (as predecessor-in-interest to Landlord) and Tower Insurance Companyof New York (“**TICNY**”), BRHC leased to TICNY and TICNY hired from BRHC certain premises in thebuilding known as 120 Broadway, New York, New York (the **“Building”**), consisting of a portion of thefourteenth (14th) floor of the Building, for a term ending on May 31, 2008. ByModification of Indenture of Lease dated as of May (no day), 1998 (the “**First Amendment**”), TICNYleased the balance of the rentable area of the fourteenth (14th) floor (the **“Fourteenth FloorPremises”**) in the Building. By the Second Amendment to Lease dated as of January 15, 2003 (the“**Second Amendment**”), TICNY leased a portion of the seventeenth (17th) floor (the“**Seventeenth Floor Premises**”) of the Building. By the Third Amendment to Lease dated as ofSeptember 1, 2005 (the “**Third Amendment**”), TICNY leased a portion of the thirtieth(30th) floor and the entire thirty-first (31st) floor of the Building,surrendered the Fourteenth Floor Premises and the Seventeenth Floor Premises, and extended the termof the Lease to June 30, 2021. By Assignment of Lease dated as of June 30, 2006 (the “**AssignmentAgreement**”), TICNY assigned all of its right, title and interest as tenant under the Lease to TowerGroup, Inc. By the Fourth Amendment to Lease dated as of July 25, 2006 (the **“Fourth Amendment”**),Tenant leased an additional portion on the 30th floor of the Building     The Original Lease, the First Amendment, the Second Amendment, the Third Amendment, theAssignment Agreement, the Fifth Amendment and any and all other amendments and modificationsthereof shall hereinafter be collectively referred to as the “**Lease**”. Landlord and Tenant nowdesire to further amend the Lease upon the terms hereinafter contained.     **NOW, THEREFORE,**in consideration of the Lease and the mutual covenants herein contained,Landlord and Tenant hereby agree as follows:
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1. **DEFINED TERMS**:     Unless the context otherwise clearly indicates a contrary intent or unless specificallyotherwise provided herein, each term used in this Agreement which is defined in the Lease shall bedeemed to have the meaning ascribed to such term in the Lease.2. **FIFTH PREMISES**:     A. For the purposes of this Agreement, the term “**Fifth Premises**” shall mean that certainportion of the twenty-ninth (29th) floor of the Building as approximately indicated byhatched markings on the rental plan annexed hereto as Exhibit “A” and made a part hereof; and     B. Effective throughout the period (the “**Fifth Premises Term**”) commencing on January 1, 2007(the “**Fifth Premises Commencement Date**”) and ending on December 31, 2011 (the “**Fifth PremisesExpiration Date**”), both dates inclusive:          (i) the Lease shall be amended by adding the Fifth Premises to the Demised Premises; and          (ii) Landlord leases to Tenant and Tenant hires from Landlord the Fifth Premises, and Tenant’suse and occupy of the Fifth Premises and its obligations with respect thereto shall be inaccordance with the terms, provisions, conditions and agreements contained in the Lease, except asotherwise expressly provided in this Agreement.3. **DELIVERY OF POSSESSION OF FIFTH PREMISES****:**     If Landlord is unable to give possession of the entire Fifth Premises to Tenant on the FifthPremises Commencement Date because of any reason beyond Landlord’s reasonable control, (i) Landlordshall not be subject to any liability for failure to give possession on said date, (ii) thevalidity of this Agreement and the Lease shall not be impaired under such circumstances, (iii) thesame shall not be construed in any way to extend the Fifth Premises Term or the Term of the Lease,and (iv) the Fifth Premises Commencement Date shall be deemed extended until the date on whichLandlord shall have tendered delivery of possession thereof to Tenant. The provisions of thisParagraph are intended to constitute “an express provision to the contrary” within the meaning ofSection 223-a of the New York Real Property Law.4. **AS-IS POSSESSION; TENANT’S FIFTH PREMISES WORK**:     A. Tenant acknowledges that it has fully inspected the Fifth Premises and agrees to acceptpossession thereof in its then “as-is” condition on the Fifth Premises Commencement Date, it beingunderstood and agreed that Landlord shall not be obligated to make any improvements, alteration orrepairs to the Fifth Premises, except that Landlord agrees to place the existing air conditioningunit servicing the Fifth Premises in good working order on the Fifth PremisesCommencement Date. Tenant, at Tenant’s expense, shall cause its architect, TPG Architecture,LLP
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to prepare a final set of plans (the “**Plans**”) for the construction and finishing of the FifthPremises. The Plans shall (i) comply with all Legal Requirements, (ii) contain completeinformation (including engineering required) and be in sufficient detail so as to be accepted forfiling by the New York City Building Department, and (iii) show the proposed locations of allmechanical, electrical and plumbing equipment, partitions, ceilings, entrances, doors, lighting,fixtures, receptacles and switches, and other installations to be installed in the Fifth Premises.The Plans shall be submitted by Tenant to Landlord for Landlord’s approval. Any revisions to thePlans required by Landlord shall be performed by Tenant within five (5) business days after demandby Landlord. Landlord agrees to respond to any written request for approval of a complete set ofTenant’s Plans within ten (10) business days after Landlord’s receipt thereof. Tenant shallincorporate into Tenant’s Plans those changes, revisions and/or additions reasonably required byLandlord, and shall resubmit the revised Tenant’s Plans to Landlord for Landlord’s approval.Landlord agrees to respond to any written request for approval of revised Plans within five (5)business days after Landlord’s receipt thereof. The cost of preparing (and revising, if necessary)Tenant’s Plans shall be borne entirely by Tenant. Tenant shall reimburse Landlord, as additionalrent, for any actual out-of-pocket fees and expenses incurred by Landlord in connection withLandlord’s review of Tenant’s Plans and any revisions thereto by bona fide third parties.Landlord’s approval of any plans or specifications shall not be deemed to constitute and shall notrelieve Tenant from Tenant’s full responsibility for the feasibility, compliance with laws andtechnical competency thereof. Notwithstanding any provision of this Agreement to the contrary, anyrequests for revisions to the Plans or other notices to be given hereunder pursuant to this Articlemay be given to Landlord’s or Tenant’s designated representative (as the case may be) either (i)delivered personally, or (ii) sent by certified mail, return receipt requested, or overnightcourier, with receipt acknowledged.     B. In accordance with the Plans, Tenant shall, at Tenant’s sole cost and expense and as partof Tenant’s “Alterations” (as defined in Section 1.01 of the Lease), perform all of the workspecified in the Plans (the “**Fifth Premises Work**”) in the entire Fifth Premises necessary forTenant’s occupancy thereof, subject to the provisions of the Lease and this Agreement. Tenantagrees with respect to its activities and work that it will conform to all of Landlord’s reasonablelabor regulations of which it receives written notice and shall not knowingly do or permit anythingto be done that might create any work stoppage, picketing or other labor disruption or dispute.Tenant agrees that it will, prior to the commencement of any work in the Fifth Premises, deliver toLandlord all certificates of insurance required to be supplied to Landlord by Tenant pursuant tothe terms of the Lease and this Agreement.     C. In consideration of Tenant performing all of the Fifth Premises Work and for Tenantcompleting all of the Fifth Premises Work necessary for its occupancy thereof, in accordance withall of the terms, covenants and conditions of the Lease and this Agreement, Landlord agrees that ifTenant, within a period of twenty-four (24) months from the Fifth Premises Commencement Date, shallhave fully satisfied all of the following conditions (collectively, the **“L/C Conditions"**): (i)Tenant shall have submitted to Landlord a reasonably detailed itemization of the leaseholdimprovements installed by Tenant in the entire Fifth Premises, (ii) Tenant shall havesubmitted to Landlord final lien waivers and a lien search conducted after the date of thecompletion of the Fifth
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Premises Work demonstrating that there has not been filed with respect tothe land and/or the Building and/or the Fifth Premises or any part thereof or upon Tenant’sleasehold interest therein any vendor’s, mechanic’s, laborer’s, materialman’s or other lien arisingout of the Fifth Premises Work which has not been discharged of record, and (iii) the FifthPremises Work shall have been uniformly performed and completed in the entire Fifth Premises, and(iv) Tenant shall not then be in default (after notice and the expiration of any applicable cureperiod in this Lease) with respect to any of the “material” terms, covenants or conditions to beperformed or observed by Tenant under the Lease or this Agreement (which for purposes of thisArticle is deemed to mean Tenant’s obligation to pay Minimum Rent and additional rent), thenLandlord shall reimburse or cause to be reimbursed to Tenant an amount (the **“Landlord’s F/PContribution”**) equal to the lesser of (a) the actual cost of the Fifth Premises Work improvementsperformed by Tenant in the entire Fifth Premises and “Tenant’s Reimbursable Costs” (as hereinafterdefined)**,**or (b) TWO HUNDRED FIFTEEN THOUSAND FIVE HUNDRED EIGHTY AND 00/100 ($215,580.00) DOLLARS(said amount herein being referred to as the **“Maximum Contribution Amount”**) and that all costs andexpenses in excess of said sum shall be borne solely by Tenant.     D. Upon Tenant’s request, Landlord’s F/P Contribution as provided in Paragraph 4.C. hereofshall be paid out from time to time but not more frequently than monthly (in contradistinction toupon completion and receipt by Landlord of paid bills for all of the Fifth Premises Work) as theFifth Premises Work progresses, which request by Tenant shall be accompanied by the following (suchrequest, together with all of the following documentation, shall herein be referred to as the**“Progress Payment Installment Requisition”**):               (1) a certificate signed by Tenant or Tenant’s architect, dated not more than ten (10) daysprior to such request, setting forth the following:          (i) that, to the best knowledge of Tenant’s architect, the sum then requestedwas justly due to persons who have rendered services or furnished materials for thework therein specified, and giving a brief description of such services andmaterials and the several amounts to be paid to each of said persons in respectthereof, and certifying that the Fifth Premises Work represented by the aforesaidinvoices has been satisfactorily completed in accordance with the final plans;          (ii) that, to the best knowledge of Tenant’s architect, no part of suchexpenditure is being made the basis, in any previous or then pending prior request,for the receipt of Landlord’s F/P Contribution or has been made out of the proceedsof Landlord’s F/P Contribution received by Tenant, and that the sum then requesteddoes not exceed the value of the services and materials described in thecertificate; and          (iii) that, to the best knowledge of Tenant’s architect, except for the amount,if any, stated pursuant to the foregoing subparagraph 4.D.1.(i) in such
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certificateto be due for services or materials, there is no outstanding indebtedness known tothe persons signing such certificate, which is then due for labor, wages, materials,supplies or services in connection with such work which, if unpaid, mightimmediately become the basis of a vendor’s, mechanic’s, laborer’s or material man’sstatutory or similar lien upon such work or upon the land and or the Building or theFifth Premises or any part thereof or upon Tenant’s leasehold interest;               (2) a current lien search demonstrating that there has not been filed with respect to the landand Building and/or the Fifth Premises or any part thereof or upon Tenant’s leasehold interesttherein any lien which has not been discharged of record; and               (3) waivers of lien for the work performed up to and including the date of such request fromall contractors, subcontractors and materialmen involved in the performance of the Fifth PremisesWork and the materials furnished in connection therewith.          Subject to the provisions of Paragraph 4.C. hereof, upon compliance with the foregoingprovisions of this Paragraph 4.D. and provided Tenant shall not then be in default (after noticeand the expiration of any applicable cure period in this Lease) with respect to any of the monetaryterms to be performed or observed by Tenant under the Lease or this Agreement, Landlord shall payor cause to be paid to Tenant or, at Tenant’s written instruction, directly to the persons named(pursuant to the foregoing subparagraph 4.D.a.(i)) in such certificate, the respective amountsstated therein to be due to them provided, however, that Landlord’s F/P Contribution shall notexceed the sum of TWO HUNDRED FIFTEEN THOUSAND FIVE HUNDRED EIGHTY AND 00/100 ($215,580.00) DOLLARSand that all costs and expenses in excess of said sum shall be borne solely by Tenant. The amountof each installment of Landlord’s F/P Contribution payable pursuant to any Progress InstallmentRequisition shall be an amount equal to the lesser of(x) the amount requested by Tenant in theProgress Payment Installment Requisition in question, or (y) the amount equal to the productobtained by multiplying the Maximum Contribution Amount by a fraction, the numerator of which isthe actual costs paid by Tenant for the completed portions of Fifth Premises Work referenced in theProgress Payment Installment Requisition in question, and the denominator of which is equal to thetotal estimated cost of the Fifth Premises Work, which estimate shall be made and certified byTenant’s architect in good faith based upon the final plans for the Fifth Premises Work.Notwithstanding anything to the contrary contained herein, Landlords’ payment of the final fifteen(15%) percent of the Landlord’s F/P Contribution shall be subject to Tenant’s full satisfaction ofthe L/C Conditions. For purposes of this Article, the “**Tenant’s Reimbursable Costs**” shall mean theaggregate of the reasonable, out-of-pocket third party expenses incurred by Tenant solely inconnection with Tenant’s performance of Tenant’s Fifth Premises Work in the Fifth Premises for thefollowing items: (i) architectural fees; (ii) engineering fees; and (iii) filing fees. In noevent shall theaggregate amount of the Landlord’s F/P Contribution utilized to pay for Tenant’s ReimbursableCosts exceed fifteen (15%) percent of the total Landlord’s F/P Contribution.
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     E. The provisions of Article 2 of the Lease shall not apply to the Fifth Premises.The provisions of Article *5*of the Lease shall apply to the Fifth Premises, except that:(i) at Tenant’s sole cost and expense, the Fifth Premises Work shall be performed by AmbassadorConstruction Co. and only by contractors, subcontractors and mechanics designated on the list ofcurrently approved contractors, subcontractors and mechanics which is annexed hereto as Exhibit“B”, which are deemed approved only for the performance of the Fifth Premises Work and not for anyother future Alterations; (ii) Tenant shall utilize only Landlord’s designated subcontractors forthe performance of life safety systems (including without limitation Class E system worksubcontractors), security subcontractors (if the Fifth Premises Work shall affect any Buildingsecurity system) and HVAC subcontractors; (iii) Tenant shall utilize the “expediter” designated byLandlord in connection with the Fifth Premises Work, which Landlord hereby designates to be CharlesRizzo & Associates; and (iv) Section 5.01.C of the Lease shall not apply to this Fifth Amendment.In the event of any conflict between the terms of this Fifth Amendment and the terms of Article 5of the Original Lease, the terms of this Fifth Amendment shall control.     F. Tenant may non-exclusively use the Building freight elevator on a first come, first servedbasis, which use shall be scheduled in advance with Landlord and be subject to availability and theuse in common with the other tenants of the Building and Landlord, its employees, agents andcontractors; and exclusively by appointment (subject to availability).     G. If required by applicable law, Tenant’s Fifth Premises Work shall include the furnishingand installation of a sprinkler system in the entire Fifth Premises (the “**Tenant’s SprinklerInstallation**”), including without limitation the furnishing and installation of all equipmentnecessary to connect such sprinkler system in the Fifth Premises to the main sprinkler loopexisting on the floor of the Fifth Premises. The following provisions of this Paragraph shallapply with respect to Tenant’s Sprinkler Installation: (i) such sprinkler system must comply withall applicable laws, orders, rules and regulations; (ii) the type, brand, location and manner ofinstallation of such sprinkler system shall be subject to Landlord’s prior reasonable approval;(iii) Tenant shall make all repairs and replacements, as and when necessary, to such sprinklersystem (including, without limitation, the main sprinkler loop from the flow control assembly onthe thirtieth (30th) floor) and any replacements thereof; and (iv) notwithstandinganything contained in this Agreement or the Lease to the contrary, such sprinkler system, or anyreplacement thereof and any installments in connection therewith, whether made by Tenant orLandlord, shall upon expiration or sooner termination of the Lease be deemed the property ofLandlord.     H. Notwithstanding anything in this Article to the contrary, in the event the actual aggregatecost of the Fifth Premises Work for which Landlord has disbursed Landlord’s F/P Contribution ashereinabove provided (the **“Actual Disbursement"**) has been finally determined to be less than theTWO HUNDRED FIFTEEN THOUSAND FIVE HUNDRED EIGHTY AND
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00/100 ($215,580.00) DOLLARS, then, provided Tenant is not in default under the Lease beyond theexpiration of applicable notice and cure periods, the difference between the Actual Disbursementand said sum of TWO HUNDRED FIFTEEN THOUSAND FIVE HUNDRED EIGHTY AND 00/100 ($215,580.00) DOLLARSshall be credited against the Fifth Premises Minimum Rent payable by Tenant after the expiration ofthe Free F/P Minimum Rent Period set forth in Article 5 of this Agreement.5. **FIFTH PREMISES MINIMUM RENT; FREE F/P MINIMUM RENT PERIOD; SECURITY DEPOSIT**:     A. Effective throughout the Fifth Premises Term, the annual Minimum Rent payable pursuant tothe Lease shall be increased by THREE HUNDRED FORTY-FOUR THOUSAND NINE HUNDRED TWENTY EIGHT AND00/100 ($344,928.00) DOLLARS per annum ($28,744.00 per month) to be paid in connection with theFifth Premises (which amount shall herein be referred to as the **“Fifth Premises Minimum Rent”**); allof which shall be payable in equal monthly installments in advance on the first day of each andevery calendar month during the Fifth Premises Term. If the Fifth Premises Commencement Dateoccurs on a day other than the first day of a calendar month, the Fifth Premises Minimum Rent forsuch partial calendar month shall be prorated on the basis of the number of days of the FifthPremises Term within such calendar month, and the balance of the first month’s Fifth PremisesMinimum Rent theretofore paid shall be credited against the next monthly installment of the FifthPremises Minimum Rent.     B. Section 3.01 of the Lease, Paragraph 8.D. of the Third Amendment, Paragraph 5.D of theFourth Amendment and any other initial free rent periods shall not apply to the FifthPremises Minimum Rent payable by Tenant for the Fifth Premises.     C. For the purposes of this Agreement, the **“Free F/P Minimum Rent Period”**shall mean the three(3) month period commencing on the Fifth Premises Commencement Date.     D. Effective as of the Fifth Premises Commencement Date and provided Tenant is not then inmonetary default under the terms, covenants and conditions of the Lease and/or this Agreement,Tenant is herewith granted a rent concession during the Free F/P Minimum Rent Period solely withrespect to the Fifth Premises in connection with the Fifth Premises Minimum Rent payable as setforth in Paragraph 5.A. of this Agreement for the Fifth Premises; provided, however, Tenant shallnevertheless be obligated to pay to Landlord all other additional rents and charges payable underthe terms of the Lease and this Agreement (including, without limitation, electricity) during theFree F/P Minimum Rent Period. Except for the rent concession as herein provided during the FreeF/P Minimum Rent Period, Tenant shall use and occupy the Fifth Premises during the Free F/P MinimumRent Period pursuant to all of the other terms, covenants and conditions of the Lease and thisAgreement.     E. Effective as of the date of this Agreement, the “Security Deposit Amount” set forth inSection 1.01 of the Lease as heretofore modified shall be further increased by the amount ofFIFTY-SEVEN THOUSAND FOUR HUNDRED EIGHTY-EIGHT AND 00/100 ($57,488.00) DOLLARS (the **“Fifth PremisesSecurity Amount**”). Upon Tenant’s execution of this Agreement, Tenant shall deposit with Landlordas additional security the Fifth Premises Security Amount. Tenant may
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deliver the Fifth PremisesSecurity Amount to Landlord in the form of a “Letter of Credit” in accordance with the provisionsof Section 33.03 of the Original Lease.6. **ADDITIONAL RENT:**     Effective during the Fifth Premises Term and solely with respect to the Fifth Premises,Section 1.01 of the Lease shall be deemed amended as follows (it being agreed that Section 1.01 ofthe Lease shall remain unmodified with respect to the balance of the Demised Premises): (i) the “Base Operating Amount” shall mean the amount of theOperating Expenses for the 2007 calendar year;  (ii) the “Base Tax Amount” shall mean the amount of Taxes withrespect to the twelve month period ending December 31, 2007 (i.e., the amountdetermined by adding the Taxes for the Tax Year ending June 30, 2006 plus theTaxes for the Tax Year ending June 30, 2007, and dividing such sum by 2);  (iii) the term “Square Feet of Rentable Area” in the Fifth Premisesshall be deemed to be the equivalent of Ten Thousand Seven Hundred Seventy-Nine(10,779) rentable square feet, as agreed to by the parties. This definitionshall not be construed as any kind of representation by Landlord as to the sizeof the Fifth Premises or the Building;  (iv) the term “Tenant’s Operating Share” shall mean .60%;  (v) the term “Tenant’s Tax Share” shall mean .60%;  (vi) Section 20.02 of the Lease shall be amended by adding the followingsentence:    “Where more than one (1) meter measures the amount of usage to the FifthPremises, usage through each meter shall be billed in the aggregate withcoincidental demand in accordance with the provisions of this Article 20.”;  (vii) on the first line of Section 20.03.B(i) of the Lease, theamount of “60,733.75” shall be replaced with the amount “$29,642.25”; and  (viii) on the fifth (5th) line of Section 20.03.B(i) of the Lease, the amount of“$22,085.00” shall be replaced with the amount of “$10,779.00”.
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7. **SURRENDER OF POSSESSION OF FIFTH PREMISES****:**     On or before the Fifth Premises Expiration Date, Tenant shall surrender the Fifth Premises toLandlord broom clean and otherwise in accordance with the Lease provisions pertaining to thesurrender of possession of the Demised Premises on the Expiration Date, and if Tenant shall fail toso surrender possession to Landlord, Landlord shall have the rights and remedies set forth in theLease with respect to a holding over in the Demised Premises, including, without limitation, underArticle 25 of the Lease. Notwithstanding Tenant’s surrender of the Fifth Premises on the FifthPremises Expiration Date, Tenant’s obligations to pay Fifth Premises Minimum Rent and AdditionalRent and all other obligations of Tenant under the Lease which shall have accrued with respect totthe Fifth Premises prior to the Fifth Premises Expiration Date shall survive the Fifth PremisesExpiration Date.8. **ASSIGNMENT OF LEASE; SUBLETTING:**     A. Tenant intends to simultaneously herewith sublease the Fifth Premises to TICNY (the**“Sublease”**). Tenant hereby represents to Landlord that as of the date of this Agreement, TICNY isa wholly owned subsidiary of Tenant, and as such constitutes a “Related Corporation” under theOriginal Lease. Accordingly, the Sublease of the Fifth Premises, in accordance with the provisionsof Paragraph 40.H.1. of the Original Lease, did not require the consent of Landlord.     B. Article 15 of the Third Amendment shall apply to the entire Demised Premises and is amendedsuch that reference to the “New Premises” shall be deemed to be reference to the “DemisedPremises”.9. **SHAFT SPACE; ROOF SPACE:**     Article 12 of the Third Amendment shall apply to the Fifth Premises and the phrase “NewPremises” as contained therein shall be replaced with “Fifth Premises” for purposes of this FifthAmendment.10. **FIFTH PREMISES RENEWAL TERM**     A. Subject to the provisions hereinafter set forth, Tenant named herein shall have the option(the **“Fifth Premises Renewal Option”**) to extend the Fifth Premises Term for one (1) additionalperiod (the **“Fifth Premises Renewal Term”**), which Fifth Premises Renewal Term shallcommence on the date immediately succeeding the Fifth Premises Expiration Date and end on theExpiration Date of the term of the Lease, provided that (a) the lease shall not have beenpreviously terminated, (b) Tenant and Related Corporations shall occupy at least fifty-one (51%)percent of the Demised Premises and substantially the entire Fifth Premises, for the conduct of itsbusiness at the Demised Premises, and (c) Tenant shall not be in material default (includingmonetary default) under
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this lease beyond the giving of any applicable notice and the expiration ofany applicable cure period (x) on the date Tenant gives Landlord written notice (the “ FifthPremises Renewal Notice”) of Tenant’s election to exercise the Fifth Premises Renewal Option, or,at the option of Landlord, (y) on the Fifth Premises Expiration Date. The Fifth Premises RenewalOption may be exercised with respect to the entire Fifth Premises only and shall be exercisable byTenant delivering the Fifth Premises Renewal Notice to Landlord at least twelve (12) months, but nomore than twenty-four (24) months prior to the Fifth Premises Expiration Date. Time is of theessence with respect to the giving of the Fifth Premises Renewal Notice.     B. If Tenant exercises the Fifth Premises Renewal Option, the Fifth Premises Renewal Termshall be upon the same terms, covenants and conditions as those contained in the Lease as amendedby the this Amendment, except that (a) the Fifth Premises Minimum Rent payable during such FifthPremises Renewal Term shall be deemed to mean the Fifth Premises Minimum Rent as determinedpursuant to Section C of this Article, and (b) Tenant shall not be entitled to any free rentperiod, Landlord’s Work or Landlord’s Contribution.     C. The Fifth Premises Minimum Rent payable during the Fifth Premises Renewal Term shall bedetermined as follows:          1. The Fifth Premises Minimum Rent for the Fifth Premises for the Fifth Premises Renewal Termshall be an amount equal to one hundred (100%) percent of the annual fair market rental value ofthe Fifth Premises (the **“Fifth Premises Fair Market Rent”**) on the first (1st) day of the RenewalTerm (the “ Fifth Premises Rental Value” for the Fifth Premises Renewal Term).          2. The Fifth Premises Fair Market Rent shall be determined as if the Fifth Premises wereavailable in the then rental market for comparable quality office buildings in downtown Manhattanand assuming Landlord has had a reasonable time to locate a tenant who rents with the knowledge ofthe uses to which the Fifth Premises can be adapted in its as-is condition at the time, and thatneither Landlord nor the prospective tenant is under any compulsion to rent, taking into accountthe fact that (a) Landlord shall not be required to perform any work in or to the Fifth Premises orcontribute to any work to be performed, and (b) Landlord shall not be required to provide for anyfree rent period. During the Fifth Premises Renewal Term, all additional rent and other chargespayable hereunder shall continue to be paid pursuant to the terms of this Amendment.          3. For purposes of determining the Fifth Premises Fair Market Rent, the following procedureshall apply:     (i) the Fifth Premises Fair Market Rent shall be determined on the basis of thehighest and best use (taking into account those uses expressly prohibitedthereunder) of the Fifth Premises assuming that the Fifth Premises are free andclear of all leases and tenancies (including the Lease), and that the Fifth Premisesare
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occupied by one (1) tenant, and taking into account the Tenant’s Operating Shareand the Tenant’s Tax Share for the Fifth Premises.     (ii) Landlord shall give Tenant written notice (the **“Fifth Premises RentNotice”**) within one hundred twenty (120) days prior to the Fifth Premises ExpirationDate, which shall set forth Landlord’s determination of the Fifth Premises FairMarket Rent (**“Landlord’s FP Determination”**).     (iii) Tenant shall give Landlord written notice (**“Tenant’s FP Option Notice”**),within thirty (30) days after Tenant’s receipt of the Fifth Premises Rent Notice, ofwhether Tenant accepts or disputes Landlord’s FP Determination. If Tenant inTenant’s FP Option Notice accepts Landlord’s FP Determination or if Tenant fails orrefuses to give Tenant’s FP Option Notice as aforesaid, Tenant shall be deemed tohave accepted Landlord’s FP Determination for the Fifth Premises Renewal Term inaccordance with the terms of this Article. If Tenant in Tenant’s FP Option Noticedisputes Landlord’s FP Determination, Tenant shall deliver to Landlord, withinthirty (30) days after Tenant’s delivery of the Tenant’s FP Option Notice, Tenant’sdetermination of the Fifth Premises Fair Market Rent (**“Tenant’s FP Determination”**),as determined by an independent real estate appraiser (**“Tenant’s Appraiser”**),together with a copy of the appraisal prepared by Tenant’s Appraiser.     (iv) Landlord shall give Tenant written notice (**“Landlord’s R/O Notice”**),within thirty (30) days after Landlord’s receipt of Tenant’s FP Determination, ofwhether Landlord accepts or disputes Tenant’s FP Determination. If Landlord inLandlord’s R/O Notice accepts Tenant’s FP Determination or if Landlord fails orrefuses to give Landlord’s R/O Notice as aforesaid, Landlord shall be deemed to haveaccepted Tenant’s FP Determination. If Landlord in Landlord’s R/O Notice disputesTenant’s FP Determination, Landlord shall appoint an independent real estateappraiser (**“Landlord’s Appraiser”**). If within thirty (30) days after Tenant’sreceipt of Landlord’s R/O Notice in dispute, Landlord’s Appraiser and Tenant’sAppraiser shall mutually agree upon the determination (the “Mutual Determination”)of the Fifth Premises Fair Market Rent, their determination shall be final andbinding upon the parties. If Landlord’s Appraiser and Tenant’s Appraiser shall beunable to reach a Mutual Determination within said thirty (30) day period, both ofthe Appraisers shall jointly select a third independent real estate appraiser (the**“Third Appraiser”**) whose fee shall be borne equally by Landlord and Tenant. In theevent that Landlord’s Appraiser and Tenant’s Appraiser shall be unable tojointly agree on the designation of the Third Appraiser within five (5) days afterthey are requested to do so by either party, then the parties agree to allow theAmerican Arbitration Association, or any successor organization, to designate theThird
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Appraiser in accordance with the rules, regulations and/or procedures thenobtaining of the American Arbitration Association or any successor organization.     (v) The Third Appraiser shall conduct such hearings and investigations as hemay deem appropriate and shall, within thirty (30) days after the date ofdesignation of the Third Appraiser, choose either Landlord’s or Tenant’s FPDetermination, and such choice by the Third Appraiser shall be conclusive andbinding upon Landlord and Tenant. Each party shall pay its own counsel fees andexpenses, if any, in connection with any arbitration under this Section, includingthe expenses and fees of any Appraiser selected by it in accordance with provisionsof this Article. Any Appraiser appointed pursuant to this Article shall be alicensed, independent real estate appraiser with at least ten (10) years’ experiencein leasing and valuation of properties which are similar in character to thebuilding and a member of the American Institute of Appraisers of the NationalAssociation of Real Estate Boards and a member of the Society of Real EstateAppraisers. The Appraisers shall not have the power to add to, modify or change anyof the provisions of this lease.     (vi) It is expressly understood that any determination of the Fifth PremisesFair Market Rent pursuant to this Article shall be based on the criteria stated inthis Section.          4. After a determination has been made of the Fifth Premises Rental Value for the FifthPremises Renewal Term, the parties shall execute and deliver to each other an instrument settingforth the Fifth Premises Rental Value as hereinabove determined.          5. If the final determination of the Fifth Premises Rental Value shall not be made on orbefore the first (1st) day of the Fifth Premises Renewal Term in accordance with the provisions ofthis Article, pending such final determination Tenant shall continue to pay, as the Fifth PremisesMinimum Rent for the Fifth Premises Renewal Term, an amount equal to Fifth Premises Minimum Rentand additional rent payable immediately prior to the commencement of the Fifth Premises RenewalTerm. If, based upon the final determination hereunder of the Fifth Premises Rental Value, thepayments made by Tenant on account of the Fifth Premises Minimum Rent for such portion of the FifthPremises Renewal Term were (i) less than the Fifth Premises Rental Value payable for the FifthPremises Renewal Term, Tenant shall pay to Landlord the amount of such deficiency within ten (10)days after demand therefore or (ii) greater than the Rental Value payable for the Renewal Term,Landlord promptly shall refund to Tenant the amount of such excess.          6. If Tenant exercises its Fifth Premises Renewal Option hereunder, Article 16 of the ThirdAmendment to Lease (**“Tenant’s Cancellation Option”**) shall also apply to the Fifth Premises.
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11. **BROKER:**     Landlord and Tenant each represents and warrants to Landlord that it neither consulted nornegotiated with any broker or finder in connection with this Agreement other than CB Richard Ellis,Inc. and Silverstein Properties, Inc., as agent for Landlord. Landlord and Tenant agree toindemnify and hold the other harmless from and against any damages, costs and expenses suffered byreason of any breach of the foregoing representation. For purposes of this Agreement, the term“Designated Broker” shall be deemed to mean CB Richard Ellis, Inc. and Silverstein Properties, Inc.Landlord agrees to pay the Designated Broker any commission due pursuant to a separate agreement.12. **MISCELLANEOUS****:**     A. Except as otherwise expressly set forth in this Agreement, all of the terms, provisions,covenants and conditions of the Lease shall remain and continue unmodified and in full force andeffect and are hereby ratified and confirmed in all respects.     B. This Agreement shall not be changed, modified or cancelled orally. This Agreement shall bebinding upon the parties hereto, their respective heirs, administrators, successors and, aspermitted, assigns.     C. This Agreement shall in all respects and in all events be governed by and construed inaccordance with the laws of the State of New York (excluding, however, its conflict of lawsprovisions).     D. This Agreement is being tendered to Tenant without obligation on Landlord’s part and in noevent shall it be deemed to be binding upon Landlord or give Tenant any rights unless and untilLandlord shall have executed the same and delivered a copy to Tenant.     **IN WITNESS WHEREOF**, Landlord and Tenant have respectively executed this Fifth Amendment toLease as of the day and year first above written.                   **120 BROADWAY HOLDINGS, LLC**, Landlord    a Delaware limited liability company                     By: 120 BROADWAY SM, LLC,      a Delaware limited liability company, its managing member                       By: 120 BROADWAY JM, LLC,        a Delaware limited liability company, its managing member                         By: 120 BROADWAY ACQUISITION JV, LLC,          a Delaware limited liability company,          its managing member                           By: 120 BROADWAY ASSOCIATES LLC,            a Delaware limited liability company,            its managing member                             By: SILVERSTEIN 120 BROADWAY LLC,  
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                             a Delaware limited liability company,              its managing member                               By: /s/ Larry A. Silverstein                               Name: Larry A. Silverstein              Title: President             **TOWER GROUP, INC.**, Tenant    a Delaware corporation             By: /s/ Michael H. Lee             Name: Michael H. Lee      Title: President                 Tenant’s Federal Employer I.D. Number:___  
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       STATE OF NEW YORK  )      :  ss.:COUNTY OF NEW YORK  )        On the  21st day of  December  in the year 2006, before me,the undersigned, a Notary Public in and for said State, personally appeared  Michael H.Lee, personally known to me or proved to me on the basis of satisfactory evidence to be theindividual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to methat he/she/they executed the same in his/her/their capacity(ies), and that by his/her/theirsignature(s) on the instrument, the individual(s), or the person upon behalf of which theindividual(s) acted, executed the instrument.       Lisa Callender         NOTARY PUBLIC         Lisa Callender    Notary Public, State of New York    No. 01CA6108792    Qualified in Kings County    Commission Expires April 19, 2008  
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**EXHIBIT “A”****FIFTH PREMISES****NOTE: This is a schematic plan and is intended to only show the proposed general layout of theFifth Premises. All measures, distances and dimensions are approximate and not to scale. Thedepictions hereon do not constitute a warranty or representation of any kind.**