##### 



EXHIBIT 10.58
   /s/ Francis M. Colalucci
    
    10/5/2007Tower Insurance Company of New York
    
    Date/s/ Joel S. Weiner
    
    10/5/2007CastlePoint Insurance Company
    
    Date
 1




---



##### 



AGGREGATE EXCESS OF LOSS
AGREEMENT
 (Hereinafter referred to as the Agreement)
 Between
 CASTLEPOINT INSURANCE COMPANY
 (Hereinafter referred to as the Company)
 And
 TOWER INSURANCE COMPANY OF NEW YORK
New York, New York
 (Hereinafter referred to as the Reinsurer)
 ARTICLE 1  BUSINESS COVERED
  ARTICLE 2  COMMENCEMENT AND TERMINATION
     2




---



##### 



ARTICLE 3  TERRITORY
  ARTICLE 4  EXCLUSIONS
  1.
    
    Nuclear Incident, in accordance with the following clauses attached hereto:
 
 2.
    
    War Risks, in accordance with the War Risks Exclusion Clause appearing in the original
Policies;3.
    
    Insolvency, in accordance with the Insolvency Funds Exclusion Clause attached hereto;4.
    
    Liability assumed by the Company as a member of any pool, association or syndicate, in
accordance with the Pools, Associations and Syndicates Exclusion Clause attached hereto;5.
    
    Earthquake, when written as such;6.
    
    Liability arising out of ownership, maintenance or use of any aircraft or flight operations;
 3




---



##### 



7.
    
    Professional Liability, when written as such, however not to exclude when written as part of
a package policy or when written in conjunction with other policies issued by the Company;8.
    
    Insolvency Risks and Financial Guarantee;9.
    
    Asbestos liabilities of any nature;10.
    
    Pollution liabilities of any nature;11.
    
    Assumed reinsurance with the exception of inter-affiliate reinsurance.
 ARTICLE 5  COVERAGE
  ARTICLE 6  NET RETAINED LINES
  ARTICLE 7  REINSURANCE PREMIUM
  ARTICLE 8  ACCOUNTS AND LOSS SETTLEMENTS
  1.
    
    Net Earned Premium;2.
    
    Ultimate Net Loss and Loss Adjustment Expenses paid;3.
    
    Ultimate Net Loss and Loss Adjustment Expenses outstanding (including IBNR).
   4




---



##### 



ARTICLE 9  CURRENCY
   ARTICLE 10  TAXES
  ARTICLE 11  RESERVES
   1.
    
    Clean, irrevocable, and unconditional evergreen letter(s) of credit (Letter(s)
of Credit) meeting the requirements of New York Regulation 133; and/or2.
    
    A trust account meeting the requirements of New York Regulation 114.
  5




---



##### 



1.
    
    The amount of the ceded unearned premium reserve for which the Reinsurer is
responsible to the Company;2.
    
    The amount of Losses and Loss Adjustment Expenses and other amounts paid by the
Company for which the Reinsurer is responsible to the Company but has not yet paid;3.
    
    The amount of ceded reserves for Losses and Loss Adjustment Expenses
(including, ceded reserves for losses incurred but not reported) for which the
Reinsurer is responsible to the Company; and4.
    
    The amount of return and refund premiums paid by the Company for which the
Reinsurer is responsible to the Company but has not yet paid.
  1.
    
    Each Letter of Credit will be issued for a term of at least one year and will
include an evergreen clause, which automatically extends the term for at least one
additional year at each expiration date unless written notice of non-renewal is given
to the Company not less than 30 days prior to said expiration date.2.
    
    The Letter of Credit must be issued or confirmed by a bank which is authorized
to issue letters of credit, which is either a member of the Federal Reserve System or
is a New York State chartered bank, and which in all other respects satisfies the
definition of a Qualified Bank under Section 79.1(e) of New York Insurance Regulation
133. If the Letter of Credit is issued by a bank authorized to issue letters of credit
but which is not such a Qualified Bank, then the Letter of Credit must be confirmed
by such a bank and the Letter of Credit must meet all of the conditions set forth in
Section 79.4 of New York Insurance Regulation 133.3.
    
    The Reinsurer and the Company agree that the Company may draw upon the
Letter(s) of Credit at any time, notwithstanding any other provisions in the Agreement,
provided such assets are applied and utilized by the Company or any successor of the
Company by operation of law, including, without limitation, any liquidator,
rehabilitator, receiver or conservator of the Company, without diminution because of
the insolvency of the Company or the Reinsurer, only for the following purposes:
 (i)
    
    to reimburse the Company for the Reinsurers share of premiums
returned to the owners of policies reinsured under this Agreement on account of
cancellations of such policies;(ii)
    
    to reimburse the Company for the Reinsurers share of
surrenders and benefits or losses paid by the Company under the terms and
provisions of the policies reinsured under this Agreement;(iii)
    
    to fund an account with the Company in an amount at least
equal to the deduction, for reinsurance ceded, from the Companys liabilities
for policies ceded under this Agreement. Such amount shall include, but not be
limited to, amounts for policy reserves for claims and losses incurred
(including losses incurred but not reported), loss adjustment expenses, and
unearned premiums; and
 6




---



##### 



(iv)
    
    to pay any other amounts the Company claims are due under this
Agreement.
 4.
    
    The Company shall immediately return to the Reinsurer any amounts drawn down on
the Letter of Credit that are subsequently determined not to be due.5.
    
    The issuing bank shall have no responsibility whatsoever in connection with the
propriety of withdrawals made by the Company of the disposition of funds withdrawn,
except to ensure that withdrawals are made only upon the order of properly authorized
representatives of the Company.
  1.
    
    It is agreed that the Reinsurer shall enter into a trust agreement (the Trust
Agreement) in a form acceptable to the Company and establish a trust account (the
Trust Account) for the sole benefit of the Company with a trustee (the Trustee),
which shall be at the time the Trust is established, and shall continue to be, either a
member of the Federal Reserve System or a New York state chartered bank and which shall
not be a parent, subsidiary or affiliate of the Reinsurer or the Company.2.
    
    The Reinsurer agrees to deposit and maintain in said Trust Account assets to be
held in trust by the Trustee for the benefit of the Company as security for the payment
of the Reinsurers Obligations to the Company under the Agreement. Such assets shall
be maintained in the Trust Account by the Reinsurer as long as the Reinsurer continues
to remain liable for such Obligations.3.
    
    The Reinsurer agrees that the assets deposited into the Trust Account shall be
valued according to their current fair market value and shall consist only of currency
of the United States of America, certificates of deposit issued by a United States bank
and payable in United States legal tender, and investments of the types specified in
paragraphs (1), (2), (3), (8) and (10) of Section 1404(a) of the New York Insurance
Law, provided such investments are issued by an institution that is not the parent,
subsidiary or affiliate of either the Grantor or the Beneficiary (Authorized
Investments).4.
    
    The Reinsurer, prior to depositing assets with the Trustee, shall execute all
assignments and endorsements in blank, and shall transfer legal title to the Trustee of
all shares, obligations or any other assets requiring assignments, in order that the
Company, or the Trustee upon direction of the Company, may whenever necessary negotiate
any such assets without consent or signature from the Reinsurer or any other entity.5.
    
    All settlements of account under the Trust Agreement between the Company and
Reinsurer shall be made in cash or its equivalent.6.
    
    The Reinsurer and the Company agree that the assets in the Trust Account may be
withdrawn by the Company at any time, notwithstanding any other provisions in the
Agreement, provided such assets are applied and utilized by the Company or any
successor of the Company by operation of law, including, without limitation, any
liquidator, rehabilitator, receiver or conservator of the Company, without diminution
because of the insolvency of the Company or the Reinsurer, only for the following
purposes:
 7




---



##### 



(i)
    
    to reimburse the Company for the Reinsurers share of any
Losses and Loss Adjustment Expenses paid by the Company but not received from
the Reinsurer or for unearned premiums due to the Company but not otherwise
paid by the Reinsurer under the Agreement; or(ii)
    
    to make payment to the Reinsurer of any amounts held in the
Trust Account that exceed 102% of the Reinsurers Obligations (less the balance
of credit available under any Letter(s) of Credit) hereunder; or(iii)
    
    where the Company has received notification of termination of
the Trust Account, and where the Reinsurers entire Obligations under the
Agreement remain unliquidated and undischarged ten (10) days prior to such
termination, to withdraw amounts equal to such Obligations (less the balance of
credit available under any Letter(s) of Credit) and deposit such amounts in a
separate account, in the name of the Company, in any United States bank or
trust company, apart from its general assets, in trust for such uses and
purposes specified in sub-paragraphs (i) and (ii) above as may remain executory
after such withdrawal and for any period after such termination.
 7.
    
    The Reinsurer shall have the right to seek the Companys approval to withdraw
all or any part of the assets from the Trust Account and transfer such assets to the
Reinsurer, provided that the withdrawal conforms to the following requirements:
 (i)
    
    the Reinsurer shall, at the time of withdrawal, replace the
withdrawn assets with other Authorized Investments having a market value equal
to the market value of the assets withdrawn,(ii)
    
    after such withdrawal and transfer, the market value of the
Trust Account is no less than 102% of the Reinsurers Obligations (less the
balance of credit available under any Letter(s) of Credit).
 In the event that the Reinsurer seeks the Companys approval hereunder, the Company
shall not unreasonably or arbitrarily withhold its approval.
 8.
    
    In the event that the Company withdraws assets from the Trust Account for the
purposes set forth in Paragraph (6)(i) above in excess of actual amounts required to
meet the Reinsurers Obligations to the Company (less the balance of credit available
under any Letter(s) of Credit), or in excess of amounts determined to be due and under
Paragraph (6)(iii) above, the Company will return such excess to the Reinsurer.9.
    
    The Company will prepare and forward at annual intervals or more frequently as
determined by the Company, but not more frequently than quarterly to the Reinsurer a
statement for the purposes of this Article, showing the Reinsurers share of
Obligations as set forth above. If the Reinsurers share thereof exceeds the then
existing balance of the security provided, the Reinsurer will, within fifteen (15) days
of receipt of the Companys statement, but never later than December 31 of any year,
increase the amount of the letter of credit, or Trust Account to the required amount of
the Reinsurers share of Obligations set forth in the Companys statement, but never
later than December 31 of any year. If the then existing balance of the security
provided exceeds an amount equal to 100% of the Reinsurers share thereof, the Company
will release the excess thereof to the Reinsurer upon the Reinsurers written request.
 8




---



##### 



ARTICLE 12  OFFSET
  ARTICLE 13  ERRORS AND OMISSIONS
  ARTICLE 14  ACCESS TO RECORDS
  ARTICLE 15  INSOLVENCY
   9




---



##### 



ARTICLE 16  CONFIDENTIALITY
  ARTICLE 17  ARBITRATION
     10




---



##### 



ARTICLE 18  SERVICE OF SUIT
     ARTICLE 19  GOVERNING LAW
  ARTICLE 20  MISCELLANEOUS
  11




---



##### 



12




---



##### 



By:(Signature)(Print Name)Title:
 
  By:(Signature)(Print Name)Title:
 13




---



##### 



NUCLEAR INCIDENT EXCLUSION CLAUSE  PHYSICAL DAMAGE  REINSURANCE  USA
   I.
    
    Nuclear reactor power plants including all auxiliary property on the site, orII.
    
    Any other nuclear reactor installation, including laboratories handling
radioactive materials in connection with reactor installations, and critical
facilities as such, orIII.
    
    Installations for fabricating complete fuel elements or for processing
substantial quantities of special nuclear material, and for reprocessing, salvaging,
chemically separating, storing or disposing of spent nuclear fuel or waste materials,
orIV.
    
    Installations other than those listed in paragraph (2) III above using
substantial quantities of radioactive isotopes or other products of nuclear fission.
  (a)
    
    where the Reassured does not have knowledge of such nuclear
reactor power plant or nuclear installation, or(b)
    
    where said insurance contains a provision excluding coverage
for damage to property caused by or resulting from radioactive contamination,
however caused. However on and after 1st January 1960, this
sub-paragraph (b) shall only apply provided the said radioactive contamination
exclusion provision has been approved by the Governmental Authority having
jurisdiction thereof.
 4.
    
    Without in any way restricting the operations of paragraphs (1), (2) and (3)
hereof, this Contract does not cover any loss or liability by radioactive contamination accruing to the
Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive
contamination is a named hazard specifically insured against.
 5.
    
    It is understood and agreed that this Clause shall not extend to risks using
radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the
primary hazard.
  14




---



##### 



(a)
    
    substantial quantities, and(b)
    
    the extent of installation, plant or site
  (a)
    
    all policies issued by the Reassured on or before 31st December
1957 shall be free from the application of the other provisions of this Clause
until expiry date or 31st December 1960 whichever first occurs whereupon all
the provisions of this Clause shall apply.(b)
    
    with respect to any risk located in Canada policies issued by
the Reassured on or before 31st December 1958 shall be free from the
application of the other provisions of this Clause until expiry date or 31st
December 1960 whichever first occurs whereupon all the provisions of this
Clause shall apply.
 15




---



##### 



NUCLEAR INCIDENT EXCLUSION CLAUSE  LIABILITY  REINSURANCE  U.S.A.
 1.
    
    This Agreement does not cover any loss or liability accruing to the Cedent as a member of, or
subscriber to, any association of insurers or reinsurers formed for the purpose of covering
nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or
association.2.
    
    Without in any way restricting the operation of paragraph (1) of this Clause it is understood
and agreed that for all purposes of this Agreement all the original policies of the Cedent
(new, renewal and replacement) of the classes specified in Clause II of this paragraph (2)
from the time specified in Clause III of this paragraph (2) shall be deemed to include the
following provision (specified as the Limited Exclusion Provision):
  I.
    
    It is agreed that the policy does not apply under any liability coverage, to(injury, sickness, disease, death or destruction
(bodily injury or property damage
  II.
    
    Family Automobile Policies (liability only), Special Automobile Policies
  III.
    
    The inception dates and thereafter of all original policies as described in II
above, whether new, renewal or replacement, being policies which either(a)
    
    become effective on or after 1st May, 1960, or
 (b)
    
    become effective before that date and contain the Limited Exclusion Provision set out above;
provided this paragraph (2) shall not be applicable to Family Automobile Policies, Special
Automobile Policies or policies or combination policies of a similar nature, issued by the
Cedent on New York risks, until 90 days following approval of the Limited Exclusion Provision
by the Governmental Authority having jurisdiction thereof.3.
    
    Except for those classes of policies specified in Clause II of paragraph (2) and without in
any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed
that for all purposes of this Agreement the original liability policies of the Cedent (new,
renewal and replacement) affording the following coverages:
 
 16




---



##### 



shall be deemed to include, with respect to such coverages, from the time specified in
Clause V of this paragraph (3), the following provision (specified as the Broad Exclusion
Provision):
   I.
    
    Under any Liability Coverage, to(injury, sickness, disease, death or destruction
(bodily injury or property damage
 (a)
    
    with respect to which an insured under the policy is also an
insured under a nuclear energy liability policy issued by Nuclear Energy
Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or
Nuclear Insurance Association of Canada, or would be an insured under any such
policy but for its termination upon exhaustion of its limit of liability; or(b)
    
    resulting from the hazardous properties of nuclear material and
with respect to which (1) any person or organization is required to maintain
financial protection pursuant to the Atomic Energy Act of 1954, or any law
amendatory thereof, or (2) the insured is, or had this policy not been issued
would be, entitled to indemnity from the United States of America, or any
agency thereof, under any agreement entered into by the United States of
America, or any agency thereof, with any person or organization.
 II.
    
    Under any Medical Payments Coverage, or under any Supplementary Payments
Provision relating to(immediate medical or surgical relief,
(first aid,
to expenses incurred with respect to(bodily injury, sickness, disease or death
(bodily injury
  III.
    
    Under any Liability Coverage, to(injury, sickness, disease, death or destruction
(bodily injury or property damage
resulting from the hazardous properties of nuclear material if
 (a)
    
    the nuclear material (1) is at any nuclear facility owned by,
or operated by or on behalf of, an insured or (2) has been discharged or
dispersed therefrom;(b)
    
    the nuclear material is contained in spent fuel or waste at any
time possessed, handled, used, processed, stored, transported or disposed or by
or on behalf of an insured; or
 17




---



##### 



(c)
    
    (the injury, sickness, disease, death or destruction
(the bodily injury or property damage
arises out of the furnishing by an insured of services, materials, parts or
equipment in connection with the planning, construction, maintenance,
operation or use of any nuclear facility, but if such facility is located
within the United States of America, its territories, or possessions or
Canada, this exclusion (c) applies only to
(injury to or destruction of property at such nuclear facility
(property damage to such nuclear facility and any property thereat.
 IV.
    
    As used in this endorsement:
hazardous properties include radioactive, toxic or explosive properties; nuclear
material means source material, special nuclear material or by-product material;
source material, special nuclear material and by-product material have the
meanings given to them in the Atomic Energy Act of 1954 or in any law amendatory
thereof; spent fuel means any fuel element or fuel component, solid or liquid,
which has been used or exposed to radiation in a nuclear reactor; waste means any
waste material (1) containing by-product material and (2) resulting from the
operation by any person or organization of any nuclear facility included within the
definition of nuclear facility under paragraph (a) or (b) thereof; nuclear
facility means
 (a)
    
    any nuclear reactor,(b)
    
    any equipment or device designed or used for (1) separating the
isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or
(3) handling, processing or packaging waste,(c)
    
    any equipment or device used for the processing, fabricating or
alloying of special nuclear material if at any time the total amount of such
material in the custody of the Insured at the premises where such equipment or
device is located consists of or contains more than 25 grams of plutonium or
uranium 233 or any combination thereof, or more than 250 grams of uranium 235,(d)
    
    any structure, basin, excavation, premises or place prepared or
used for the storage or disposal of waste,and includes the site on which any of the foregoing is located, all
operations conducted on such site and all premises used for such operations;
nuclear reactor means any apparatus designed or used to sustain nuclear
fission in a self-supporting chain reaction or to contain a critical mass of
fissionable material;(with respect to injury to or destruction of
property, the word injury or destruction
(property damage includes all forms of radioactive contamination of
property.(includes all forms of radioactive contamination of property.
 V.
    
    The inception dates and thereafter of all original policies affording coverages
specified in this paragraph (3), whether new, renewal or replacement, being policies
which become effective on or after 1st May, 1960, provided this paragraph (3) shall not
be applicable to
 (i)
    
    Garage and Automobile Policies issued by the Cedent on New York
risks, or
 18




---



##### 



(ii)
    
    Statutory liability insurance required under Chapter 90,
General Laws of Massachusetts, until 90 days following approval of the Board
Exclusion Provision by the Governmental Authority having jurisdiction thereof.
 4.
    
    Without in any way restricting the operation of paragraph (1) of this Clause, it is
understood and agreed that paragraphs (2) and (3) above are not applicable to original
liability policies of the Cedent in Canada and that with respect of such policies this Clause
shall be deemed to include the Nuclear Energy Liability Exclusion Provisions adopted by the
Canadian Underwriters Association or the Independent Insurance Conference of Canada.
 
  19




---



##### 



WAR RISK EXCLUSION CLAUSE (REINSURANCE)
    20




---



##### 



INSOLVENCY FUND EXCLUSION CLAUSE
  21




---



##### 



POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
   (a)
    
    All business derived directly or indirectly from any Pool, Association, or
Syndicate which maintains its own reinsurance facilities.(b)
    
    Any Pool or Scheme (whether voluntary or mandatory) formed after March 1, 1968
for the purpose of insurance property whether on a country-wide basis or in respect of
designated areas. This exclusion shall not apply to so-called Automobile Insurance
Plans or other Pools formed to provide coverage for Automobile Physical Damage.
   
  (a)
    
    Where the Total Insured Value over all interests of the risk in question is
less than $250,000,000.(b)
    
    To interests traditionally underwritten as Inland Marine or stock and/or
contents written on a blanket basis.(c)
    
    To Contingent Business Interruption, except when the Company is aware that the
key location is known at the time to be insured in any Pool, Association, or Syndicate
named above other than as provided for under Section B(a).
 22




---



##### 



(d)
    
    To risks as follows:Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public
Utilities, (other than railroad schedules) and builders risks on the classes of
risks specified in this subsection (d) only. Where this clause attaches to
Catastrophe Excesses, the following Section C is added:
   (1)
    
    The following so-called Coastal Pools:Alabama Insurance Underwriting Association
Florida Windstorm Underwriting Association
Louisiana Insurance Underwriting Association
Mississippi Windstorm Underwriting Association
North Carolina Insurance Underwriting Association
South Carolina Windstorm and Hail Underwriting Association
Texas Catastrophe Property Insurance Association
  (2)
    
    All Fair Plan and Rural Risk Plan business for all perils otherwise
protected hereunder shall not be excluded, except, however, that this reinsurance does
not include any increase in such liability resulting from:
 (i)
    
    The inability of any other participant in such Coastal Pool
and/or Fair Plan and/or Rural Risk Plan to meet its liability.(ii)
    
    Any claim against such Coastal Pool and/or Fair Plan and/or
Rural Risk Plan or any participant therein, including the Company, whether by
way of subrogation or otherwise, brought by or on behalf of any insolvency fund
(as defined in the Insolvency Fund Exclusion Clause incorporated in this
Contract).
 23