EX-10.34





EXHIBIT 10.34


Combined Amendment No. 1




To




Amended and Restated

Brokerage Business

Quota Share Reinsurance Agreement




Between

Tower Insurance Company of New York, Tower National Insurance Company

and CastlePoint Reinsurance Company, Ltd.



This is Combined Amendment Number 1 (this “Combined Amendment”), to the Amended and Restated
Brokerage Business Quota Share Reinsurance Agreement (“Agreement”), dated August 30, 2006, by and
among Tower Insurance Company of New York and Tower National Insurance Company (collectively the
“Company”) and CastlePoint Reinsurance Company, Ltd. (“Reinsurer”), effective as of April 1, 2006.
This Combined Amendment incorporates the terms of Amendments Number 1, 2, 3, and 4 to the Agreement
into a single document that targets the specific changes to the Agreement as of the dates set forth
below.




1. RECITALS





	 	a.	 	The parties entered into the Agreement effective as of April 1, 2006, whereby the
Reinsurer agreed to reinsure Brokerage Business written by the Company subject to the
terms and conditions as set forth in the Agreement.
	 
	 	b.	 	The parties now desire to further amend the Agreement in accordance with paragraph B
of Article XXIV of the Agreement.




Now therefore, in consideration of the foregoing, of the mutual covenants and undertakings as set
forth below, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:




2. AMENDMENT




     a. Effective April 1, 2007, the parties to the Agreement shall be:




“TOWER INSURANCE COMPANY OF NEW YORK and TOWER NATIONAL INSURANCE COMPANY (referred to as
the “Company”); and CASTLEPOINT REINSURANCE COMPANY, LTD. and CASTLEPOINT INSURANCE COMPANY
(referred to as the “Reinsurer”).”



     b. Effective April 10, 2007 (the date of the acquisition of the Preserver Companies by Tower
Group, Inc,) the parties to the Agreement shall be:




“TOWER INSURANCE COMPANY OF NEW YORK, TOWER NATIONAL INSURANCE COMPANY, PRESERVER INSURANCE
COMPANY, NORTH EAST INSURANCE COMPANY, and MOUNTAIN VALLEY INDEMNITY COMPANY (referred to
as the “Company”); and CASTLEPOINT REINSURANCE



 









 







COMPANY, LTD. and CASTLEPOINT INSURANCE COMPANY (referred to as the “Reinsurer”).”



     c. (i) Effective January 1, 2007, the first sentence of paragraph A, ARTICLE III,
COMMENCEMENT AND TERMINATION shall, read:




“This Agreement is effective 12:01 a.m., Eastern Standard Time, April 1, 2006 (the
Effective Date”) and shall have a term of four (4) years.”



          (ii) Effective July 1, 2007, the following new paragraph H shall be added to ARTICLE III
COMMENCEMENT AND TERMINATION:





“H. This Agreement may be amended, modified or assigned only if in writing and signed by
all parties to this Agreement. No Assignments, Amendments, Modification and Termination
shall be effective as to Preserver Insurance Company unless such is (i) filed with the New
Jersey Department of Banking and Insurance (“NJDOBI”) at least thirty (30) days prior to
the proposed effective date, (ii) not disapproved by the NJDOBI, (iii) made in writing, and
(iv) signed by the parties hereto. All amendments to this Agreement shall be submitted to
the New York Insurance Department for prior approval pursuant to Section 1505(d)(2) of the
New York Insurance Law.”



     d. Effective April 1, 2006, ARTICLE V, EXCLUSIONS, paragraph K is revised to read as
follows:




“K. Pollution loss or liability excluded by the provisions of the applicable ISO
Pollution Exclusionary language drafted by the Company in use at the time the policy
involved is written or renewed and where available per filed rule and not precluded by
regulatory constraint. Further, the Reinsurers agree that this exclusion shall not apply
in any case where the Company has included such language in an original policy and/or as an
endorsement to an original policy but has sustained a loss as a result of such exclusionary
language being declared invalid or inapplicable by a court of law.”



     e. Effective January 1, 2007, ARTICLE VI, REINSURANCE COVERAGE is amended, as follows:




(i) A new paragraph B is added to read as follows:




“Effective January 1, 2007, the Company may, in its sole discretion, change the quota share
participation of the Reinsurer, from time to time, as of any six month anniversary date of
the effective date of this Agreement upon not less than thirty (30) days prior written
notice to the Reinsurer, unless such notice is waived by the Reinsurer, and provided,
however, that the Company and the Reinsurer may agree to change the Reinsurer’s quota share
participation as of any calendar quarter, with all such changes being affixed to the
Agreement; provided further, however, that the quota share participation of
the Reinsurer shall at all times during the term of this Agreement be a minimum of 15% and
a maximum of 50%. Notwithstanding the foregoing, if the Company writes business of the type
that it has historically not written or writes more than 25% of its gross written premiums
outside the state of New York in any 12 month period ending on the anniversary date of this
Agreement, then the Reinsurer has the right to refuse to reinsure such business that the
Company has not historically written and such excess business written outside the State of
New York.”



 









 






(ii) Effective January 1, 2007, existing paragraph B is renumbered as paragraph C.



     f. Effective July 1, 2007, paragraph C of Article XIX INSOLVENCY shall be deleted in
its entirety and replaced as follows:




“C. In the event of the insolvency of the Company, the liquidator, receiver, conservator or
statutory successor of the Company shall give or arrange to give to the Reinsurer, written
notice of the pendency of a claim against the ceding insurer, within a reasonable period of
time after the initiation of the receivership, or after such claim is filed in the
insolvency proceeding. Failure to give such notice shall not excuse the obligation of the
Reinsurer unless it is substantially prejudiced thereby. During the pendency of such
claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the
proceeding where such claim is to be adjudicated any defense or defenses which it may deem
available to the Company or its liquidator, receiver, conservator or statutory successor.
The expense thus incurred by the Reinsurer shall be chargeable subject to court approval
against the insolvent Company as part of the expense of liquidation to the extend of a
proportionate share of the benefit which may accrue to the Company solely as a result of
the defense undertaken by the Reinsurer.”



     g. Effective July 1, 2007, the following new paragraphs L and M shall be added to ARTICLE
XXXIV MISCELLANEOUS, to read as follows:




“L. This Agreement shall at all times be in full compliance with the applicable
provisions of N.J.A.C 11:2-28 of the State of New Jersey and similar credit for reinsurance
provisions of the state of domicile of each Company.”




“M. Each Company agrees to indemnify and hold the other parties, their directors, officers,
and employees harmless against all liability including but not limited to damages, losses,
demands, actions, proceedings, liabilities, judgments, fines, penalties and reasonable
costs and expenses of whatsoever kind including but not limited to fees and disbursements
of counsel, which each party is or may be held liable to pay arising out of any act or
omission of other parties, their directors, officers, employees or other representatives or
resulting from any breach of the obligations of this Agreement.”



3. MISCELLANEOUS




     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 (on behalf of itself and its pooling partners: TOWER NATIONAL INSURANCE COMPANY, 

PRESERVER INSURANCE COMPANY, NORTH EAST INSURANCE COMPANY and MOUNTAIN VALLEY INDEMNITY COMPANY)

 	 
	By:  	/s/
Francis M. Colalucci	 
	 	Name:  	Francis M. Colalucci	 
	 	Title:  	SVP,
CFO & Treasurer	 
	 	Date: 	7/1/08 	 
	 
	CASTLEPOINT REINSURANCE COMPANY, LTD

 	 
	By:  	/s/
Joseph P. Beitz	 
	 	Name:  	Joseph P. Beitz	 
	 	Title:  	President	 
	 	Date:  	6/09/08	 
	 
	CASTLEPOINT INSURANCE COMPANY

 	 
	By:  	/s/
Robert W. Hedges	 
	 	Name:  	Robert W. Hedges	 
	 	Title:  	Managing
Vice President	 
	 	Date:  	06/09/08