EX-10.74






EXHIBIT 10.74




Amendment No. 2




To




Amended and Restated

Brokerage Business Quota Share Reinsurance Agreement Effective April 1, 2006, as amended

(Hereinafter referred to as the “Agreement”)




Between




TOWER INSURANCE COMPANY OF NEW YORK

TOWER NATIONAL INSURANCE COMPANY

PRESERVER INSURANCE COMPANY

NORTH EAST INSURANCE COMPANY

MOUNTAIN VALLEY INDEMNITY COMPANY

(Hereinafter referred to as the “Company”)




And




CASTLEPOINT REINSURANCE COMPANY LTD.

CASTLEPOINT INSURANCE COMPANY

(Hereinafter referred to as the “Reinsurer”)



WHEREAS, the Reinsurer and the Company are parties to the Original Agreement as amended by Combined
Amendment No. 1 and wish to further amend the Agreement effective October 1, 2008; and



WHERAS, The Reinsurer and the Company wish to terminate the Agreement effective December 31, 2008,
if certain conditions are satisfied.



NOW THEREFORE, the parties hereby agree to as follows:



1. Notwithstanding the terms of Article VI of the Agreement that the quota share participation of
the Reinsurer be a minimum of 25% and a maximum of 50%, for the quarter commencing October 1, 2008
and ending December 31, 2008 only, the quota share participation of CastlePoint Reinsurance Company
shall be 17.5%.



2. The Agreement shall terminate effective 11:59 PM on December 31, 2008 upon the effective date of
the Quota Share Reinsurance Agreement, intended to be effective January 1, 2009, between the
Reinsurer and the companies comprising the Company plus CastlePoint Insurance Company (in its
capacity as a Company and not Reinsurer), Hermitage Insurance Company, and Kodiak Insurance
Company.



3. a. Except as specifically set forth in this Amendment, the Agreement shall remain in
full force and effect without modification thereto.




     b. This Amendment may be executed by the parties hereto in any number of counterparts,
and by each of the parties hereto in separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.



 









 





     c. This Amendment and all actions arising out of or in connection with this Amendment shall be
governed by and construed according to the laws of the State of New York, exclusive of the rules
with respect to conflict of laws.


IN WITNESS WHEREOF, the Company and the Reinsurer have caused this Agreement to be executed.




	 	 	 	 	 
	TOWER INSURANCE COMPANY OF NEW YORK

 	 
	By:  	/s/
Francis M. Colalucci 	 
	 	Name:  	Francis M. Colalucci	 
	 	Title:  	SVP,
Treasurer, CFO	 
	 	Date:  	1/29/09	 
	 
	TOWER NATIONAL INSURANCE COMPANY

 	 
	By:  	/s/
Francis M. Colalucci	 
	 	Name:  	Francis M. Colalucci	 
	 	Title:  	SVP,
Treasurer, CFO	 
	 	Date:  	1/29/09	 
	 
	PRESERVER INSURANCE COMPANY

 	 
	By:  	/s/
Patrick J. Haveron 	 
	 	Name:  	Patrick
J. Haveron	 
	 	Title:  	President	 
	 	Date:  	1/29/09	 
	 
	NORTH EAST INSURANCE COMPANY

 	 
	By:  	/s/
Patrick J. Haveron 	 
	 	Name:  	Patrick
J. Haveron	 
	 	Title:  	CEO	 
	 	Date:  	1/29/09	 
	 
	MOUNTAIN VALLEY INDEMNITY COMPANY

 	 
	By:  	/s/
Patrick J. Haveron 	 
	 	Name:  	Patrick
J. Haveron	 
	 	Title:  	President	 
	 	Date:  	1/29/09	 
	 
	CASTLEPOINT REINSURANCE COMPANY, LTD

 	 
	By:  	/s/
Joel Weiner 	 
	 	Name:  	Joel Weiner	 
	 	Title:  	SVP
& CFO	 
	 	Date:  	1/29/09 	 
	 
	CASTLEPOINT INSURANCE COMPANY

 	 
	By:  	/s/
Robert W. Hedges	 
	 	Name:  	Robert W. Hedges	 
	 	Title:  	Managing
Vice President	 
	 	Date:  	1/29/09