Unassociated Document


    
      Execution
Copy

    

     

     

     

    AMENDED
AND RESTATED

     

    QUOTA
SHARE REINSURANCE AGREEMENT

     

    BETWEEN

     

    AMTRUST
INTERNATIONAL INSURANCE, LTD

    HAMILTON,
BERMUDA

     

    (hereinafter
referred to as the “Company”)

     

    AND

     

    MAIDEN
INSURANCE COMPANY, LTD

    HAMILTON,
BERMUDA

     

    (hereinafter
referred to as the “Reinsurer”)

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE I - BUSINESS
REINSURED

     

    The
Reinsurer, subject to the terms and conditions hereunder and the exclusions set
forth herein, agrees to indemnify the Company, as specified in Article V below,
for its Ultimate Net Loss which accrues during the term of this Agreement under
any and all binders, policies, or contracts of insurance issued by Affiliates
(including as a member or reinsurer of any assigned risk or similar plans) and
reinsured by the Company (individually, a “Policy” and, collectively,
“Policies”) pursuant to an Underlying Reinsurance Agreement to the extent
covering the lines of insurance specified in Schedule A hereto,
but not including any Ultimate Net Loss with respect to any risk under any
Policy if the applicable ceding Affiliate’s retention with respect to such risk
shall be greater than $5,000,000) (all hereinafter referred to as “Covered
Business”).  The Company hereby agrees that, if it reinsures binders,
policies, or contracts of insurance issued by Affiliates that cover lines of
insurance other than those specified in Schedule A hereto (“Additional
Business”) or Policies issued by an Affiliate with respect to which the
Affiliate’s retention is greater than $5,000,000 (“Excess Retention Business”),
it shall offer to the Reinsurer the opportunity to reinsure, on a retrocession
basis, all such Additional Business and Excess Retention Business pursuant to
this Agreement.  If the Reinsurer elects in its sole discretion to so
reinsure any Additional Business or Excess Retention Business, such Additional Business
and Excess Retention Business shall be considered “Covered Business” for all
purposes, and shall be subject to all of the terms and conditions, of this
Agreement, other than (a) the date and time of as of which the reinsurance of
such Additional Business or Excess Retention Business shall be effective for
purposes of this Agreement and (b) the ceding commission allowed in respect of
such Additional Business or Excess Retention Business (only if it would not
otherwise constitute Covered Business but for the excess retention), which terms
and conditions described in clauses (a) and (b) shall be mutually agreed upon by
the Reinsurer and the Company.

     

    ARTICLE II -
COMMENCEMENT

     

    This
Agreement shall commence effective as of 12:01 a.m., Eastern Standard Time, July
1, 2007 (the “Effective Time”) and shall remain in force thereafter, subject to
the terms and conditions for termination stipulated in Article XXI – TERM AND
TERMINATION.

     

    ARTICLE III -
TERRITORY

     

    This
Agreement shall follow the territorial limits of the Covered
Business.

     

    ARTICLE IV -
DEFINITIONS

     

    
      	
              A.

            	
              “Affiliate”
      means Rochdale, Wesco, Technology, IGI, AIU, Associated Industries
      Insurance Company (“AIIC”), Milwaukee Casualty Insurance Co. (“MCIC”),
      Trinity Universal Insurance Company of Kansas, Inc. (“TUK”), Security
      National Insurance Company (“SNIC”) and Trinity Lloyd’s Insurance Company
      (“TLIC”) and each other insurance company more than fifty percent (50%) of
      the voting securities of which are directly or indirectly controlled by
      AmTrust Financial Services, Inc. (“AmTrust”), for so long as AmTrust
      continues to so directly or indirectly control such
  entity.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              B.

            	
              “Affiliate
      Subject Premium” means, for each Affiliate, the gross written premium, as
      defined in the subject Underlying Reinsurance Agreement, charged by such
      Affiliate for Covered Business, less the cost of inuring reinsurance net of ceding commission
      (and, in the case of IGI, less commissions paid by IGI in respect of
      Policies issued by IGI), but without deduction for any Federal Excise Tax
      payable by such Affiliate as a result reinsuring Subject Business to the
      Company.

            


    

     

    
      	
              C.

            	
              “Extra
      Contractual Obligations” means any punitive, exemplary, compensatory or
      consequential damages, other than Loss in Excess of Policy Limits, paid or
      payable by the Company as a result of an action against it, or, to the
      extent reinsured pursuant to an Underlying Reinsurance Agreement, against
      an Affiliate, by an Affiliate's insured, an assignee of an Affiliate's
      insured or a third party claimant, by reason of alleged or actual
      negligence, fraud or bad faith on the part of the Company or any Affiliate
      in handling a claim under a Policy (whether or not paid) subject to this
      Agreement, but in each case excluding fraudulent or criminal acts by a
      director or executive officer of the Company or an Affiliate or criminal
      acts by the Company or an
Affiliate.

            


    

     

    
      	
              D.

            	
              “Loss
      Adjustment Expenses” means court costs, post-judgment interest, and
      allocated investigation, adjustment and legal expenses of the Company
      related to and charged to a specific claim file, but shall not include
      general overhead expenses of the Company or salaries, per diem and other
      remuneration of the Company’s
employees.

            


    

     

    
      	
              E.

            	
              “Loss
      in Excess of Policy Limits” means an amount that the Company would have
      been contractually obligated to pay had it not been for the limit of the
      original Policy, as a result of an action against it, or, to the extent
      reinsured pursuant to an Underlying Reinsurance Agreement, against an
      Affiliate, by an Affiliate's insured, an assignee of an Affiliate's
      insured or a third party claimant, by reason of alleged or actual
      negligence, fraud or bad faith in rejecting an offer of settlement or in
      the preparation of the defense or in trial of any action against its
      insured or in the preparation or prosecution of an appeal consequent upon
      such action, but in each case excluding fraudulent or criminal acts by a
      director or executive officer of the Company or an Affiliate or criminal
      acts by the Company or an
Affiliate.

            


    

     

    
      	
              F.

            	
              Intentionally
      Omitted.

            


    

     

    
      	
              G.

            	
              “Subject
      Premium” means, for each Affiliate, the percentage of the premium ceded to
      the Company under the Underlying Reinsurance Agreement to which such
      Affiliate is a party equal to forty percent (40%) of the Affiliate Subject
      Premium, in respect of Covered Business in accordance with the terms of
      the Underlying Reinsurance Agreements, to the extent the Affiliates shall
      have collected such premiums, and whether or not such Affiliates shall
      have remitted such premiums to the
Company.

            


    

     

    
      	
              H.

            	
              “Ultimate
      Net Loss” means the sum actually paid or to be paid by the Company to
      Affiliates in settlement of losses for which the Company is liable in
      accordance with the terms of an Underlying Reinsurance Agreement, after
      making deductions for all inuring reinsurance (whether inuring to the
      benefit of the Company or to an Affiliate), whether or not collectible by
      an Affiliate or by the Company, and all Recoveries, and shall include
      payments to Affiliates for Loss Adjustment Expenses, Extra Contractual
      Obligations and Loss in Excess of Policy Limits (subject to the
      limitations specified in Article XXII
hereof).

            


    

     

    
      
        
        

      

      
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              I.

            	
              "Underlying
      Reinsurance Agreement" means each of (a) that certain AmTrust Intercompany
      Reinsurance Agreement, effective June 1, 2006, by and among Technology
      Insurance Company, Inc. ("Technology"), Rochdale Insurance Company
      ("Rochdale"), Wesco Insurance Company ("Wesco") and the Company, (b) that
      certain 70% Whole Account Quota Share Reinsurance Agreement, effective as
      of July 1, 2006, by and between IGI Insurance Company Limited ("IGI") and
      the Company, (c) that certain Quota Share Reinsurance Agreement, effective
      as of May 1, 2007, by and between AmTrust International Underwriters, Ltd.
      ("AIU") and the Company, and (d) any other reinsurance agreement entered
      into from time to time after the date hereof by and between an Affiliate,
      as ceding company, including without limitation AIIC, and the Company, as
      reinsurer.

            


    

     

    ARTICLE V - LIABILITY OF THE
REINSURER

     

    
      	
              A.

            	
              Commencing
      as of the Effective Time, except as otherwise provided on Schedule A, as
      now stated and as amended from time to time with respect to Additional
      Business and Excess Retention Business, the Company hereby agrees to cede
      to the Reinsurer, and the Reinsurer agrees to accept and reinsure, the
      Ultimate Net Loss of the Company equal to forty percent (40%) of the
      Affiliate Ultimate Net Loss with respect to Covered Business ceded to the
      Company by each Affiliate, subject to all other terms and conditions set
      forth in this Agreement.   For purposes of this Agreement,
      "Affiliate Ultimate Net Loss" means the sum actually paid or to be paid by
      such Affiliate in settlement of losses for which it is liable in respect
      of the Covered Business, after making deductions for all inuring
      reinsurance (other than reinsurance with any direct or indirect subsidiary
      of AmTrust), whether collectible or not, and all
      Recoveries.  Without limiting the generality of the foregoing,
      the Reinsurer shall be liable for its proportionate share of any
      experience-related premium rebates or credits to policyholders under
      Policies of workers compensation insurance, and shall benefit
      proportionately to the extent any such policyholder pays any additional
      premiums as a result of the experience under such
  Policies.

            


    

     

    
      	
              B.

            	
              If
      an Affiliate Change in Control or Affiliate Run-Off Event occurs with
      respect to any Affiliate, the Reinsurer shall be entitled to elect not to
      reinsure Covered Business related to Policies issued or renewed by such
      Affiliate (“Applicable Covered Business”) effective as of such Affiliate
      Change in Control or Affiliate Run-Off Event (the “Election Effective
      Date”).  Such election shall be in writing (an “Affiliate
      Run-Off Notice”), and shall be given not later than thirty (30) days
      following the date on which the Reinsurer has actual knowledge that the
      Affiliate Change in Control or the Affiliate Run-Off event (as applicable)
      shall have occurred.  Subject to the immediately following
      sentence, if the Reinsurer makes such an election, all reinsurance
      hereunder of Applicable Covered Business that is in force as of the
      Election Effective Date shall remain in full force and effect until the
      applicable expiration date, anniversary date, or prior termination date of
      the Policies attributable to the Applicable Covered Business (the “Run-Off
      Policies”).  The Company shall be entitled to notify the
      Reinsurer, within thirty (30) days following delivery to it of the
      Affiliate Run-Off Notice, that the Reinsurer shall not be liable for any
      Ultimate Net Loss arising out of the Run-Off Policies to the extent such
      Ultimate Net Loss occurs, accrues or arises on or after the Election
      Effective Date and, if the Company makes such election, the Reinsurer
      shall, within thirty (30) days following the date of such election, return
      to the Company the unearned premium attributable to the Run-Off Policies
      in force as of the Election Effective Date, less the unearned portion of
      the ceding commission paid thereon.

            


    

     

    
      
        
        

      

      
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              C.

            	
              For
      purposes of this Agreement:

            


    

     

    
      	
               
      

            	
              1.

            	
              an
      “Affiliate Change of Control” will be deemed to occur with respect to an
      Affiliate when either (a) an individual person, corporation or other
      entity, or a group of commonly controlled persons, corporations or
      entities, acquires, including through merger, directly or indirectly, more
      than fifty percent (50%) of the voting securities of such Affiliate or
      obtains the power to vote (directly or through proxies) more than fifty
      percent (50%) of the voting securities of such Affiliate, except if such
      individual person, corporation or other entity is under common control
      with the Affiliate, or (b) AmTrust no longer directly or indirectly
      controls the power to vote more than fifty percent (50%) of the voting
      securities of such Affiliate; provided that
      in no event shall the acquisition, including through merger, of more than
      fifty percent (50%) of the voting securities of AmTrust or of the power to
      vote (directly or through proxies) more than fifty percent (50%) of the
      voting securities of AmTrust, or the merger, combination or amalgamation
      of AmTrust into any person, or similar transaction pursuant to which
      AmTrust shall not be the surviving entity, be deemed a "Affiliate Change
      of Control".

            


    

     

    
      	
               
      

            	
              2.

            	
              An
      “Affiliate Run-off Event” shall be deemed to have occurred as to an
      Affiliate if:

            


    

     

    (a)           such
Affiliate ceases writing new or renewal business and elects to run off its
existing business or an insurance or other regulatory authority orders such
party to cease writing new or renewal business; or

     

    (b)           such
Affiliate becomes insolvent, or has been placed into liquidation or receivership
(whether voluntary or involuntary), or there have been instituted against it
proceedings for the appointment of a receiver, liquidator, rehabilitator,
conservator, or trustee in bankruptcy or other agent known by whatever name, to
take possession of its assets or control of its operations; or

     

    
      	
              D.

            	
              No
      more frequently than quarterly the Company shall, and shall cause each
      ceding Affiliate under an Underlying Reinsurance Agreement to, provide to
      the Reinsurer and its representatives reasonable access, on reasonable
      advance notice and during business hours, to its claims files with respect
      to Covered Business.  The Reinsurer shall have the right, but
      not the obligation, to consult with the Company and such Affiliate
      regarding the handling of any disputed or contested
  claim.

            


    

     

    
      
        
        

      

      
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    ARTICLE VI - PREMIUM AND CEDING
COMMISSION

     

    
      	
              A.

            	
              As
      consideration for entering into this Agreement, the Company shall transfer
      to the Reinsurer, not later than October 30, 2007, the portion of premium
      attributable to Covered Business ceded to the Company by each Affiliate
      equal to the Subject Premium that is unearned as of the Effective Time
      (the "Initial Premium").  The Reinsurer shall be entitled to
      verify the accuracy of the amount of Initial Premium so transferred and
      shall be entitled to dispute such amount if it has reason to believe in
      good faith that the Company improperly or inaccurately calculated such
      amount.

            


    

     

    
      	
              B.

            	
              Subject
      to and in accordance with the terms of Article VII, in addition to the
      payment of the Initial Premium, during the term of this Agreement, the
      Company shall cede to the Reinsurer the Subject
      Premium.  .

            


    

     

    
      	
              C.

            	
              The
      Reinsurer shall allow the Company a 31% commission on all Subject Premium
      ceded hereunder and attributable to Covered Business.  Ceding
      commissions are as described on Schedule B.  The Company and the
      Reinsurer acknowledge and agree that the commission payable hereunder
      shall be subject to appropriate adjustments if Additional Business is
      reinsured hereunder as described in Section B of Article I
      hereof.  The Company shall allow the Reinsurer return commission
      on return premiums at the rate in effect when the return premiums were
      originally ceded to the Reinsurer.  It is expressly agreed that
      the ceding commission allowed the Company includes provision for all
      commissions, taxes, assessments (other than assessments based on losses of
      an Affiliate, as a ceding company under an Underlying Reinsurance
      Agreement) and all other expenses of whatever nature of the Company and
      Affiliates, except loss adjustment
expense.

            


    

     

    ARTICLE VII - ACCOUNTS, REPORTS AND
REMITTANCES

     

    Within
thirty (30) days following the end of each calendar quarter, the Company shall
report to the Reinsurer:

     

    
      	
              A.

            	
              Affiliate
      Subject Premium, by Affiliate and by line of Covered Business, for the
      quarter

            


    

     

    
      	
              B.

            	
              Ceded
      Subject Premium, by Affiliate and by line of Covered Business, for the
      quarter;

            


    

     

    
      	
              C.

            	
              Ceding
      commission thereon;

            


    

     

    
      	
              D.

            	
              Ceded
      Ultimate Net Loss in respect of Covered Business, by Affiliate and by line
      of Covered Business, as of the end of the
  quarter;

            


    

     

    
      	
              E.

            	
              Reinsurer’s
      share of Recoveries made by Company during the quarter, as determined in
      accordance with Article VIII hereof;
and

            


    

     

    
      	
              F.

            	
              The
      balance due to or from the Reinsurer as determined by subtracting the sum
      of (C) and (D) from the sum of (B) and
(E).

            


    

     

    
      
        
        

      

      
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    The
Company shall provide, and shall cause all Affiliates to provide, to the
Reinsurer all information respecting premiums and losses, including reserves, as
reasonably requested by the Reinsurer, including without limitation such
information as is reasonably necessary to enable the Reinsurer to maintain and
adjust the balance of the collateral to be provided pursuant to the terms of
Article XXIII of this Agreement.

     

    If the
amount calculated pursuant to paragraph F above is negative, the Reinsurer shall
remit to the Company the absolute value of such amount within fifteen (15) days
following the Company’s submission of the quarterly report to the
Reinsurer.  If the amount calculated pursuant to paragraph F above is
positive, the Company shall remit such amount to the Reinsurer simultaneously
with the Company’s submission of the quarterly report to the
Reinsurer.

     

    ARTICLE VIII -
RECOVERIES

     

    The
Company shall pay to or credit the Reinsurer with the Reinsurer’s portion of any
recovery connected with an Ultimate Net Loss obtained from salvage, subrogation
or other insurance (collectively, "Recoveries"), and such amount shall be paid
or credited to the Reinsurer when obtained irrespective of the termination of
this Agreement.  Expenses allocated to the Company by Affiliates in
connection with obtaining Recoveries shall be apportioned between the Company
and the Reinsurer in the proportion that the benefit to each party from such
Recoveries bears to the total amount of the Recovery.

     

    ARTICLE IX - OFFSET

     

    The
Company or the Reinsurer may offset any balance, whether on account of premium,
commission, claims or losses, Loss Adjustment Expenses, Recoveries or any other
amount due from one such party to the other such party under this
Agreement.  The right of offset shall not be affected by the
insolvency of the Company or the Reinsurer.

     

    ARTICLE X –PREMIUM
TAXES

     

    The
Company shall be liable for all taxes on premiums paid to it with respect to the
business reinsured pursuant to the Agreement.

     

    ARTICLE XI - EXCISE
TAXES

     

    The
Company shall be liable for the U.S. federal insurance excise tax ("FET") (as
imposed under section 4371 of the Internal Revenue Code) to the extent premium
paid by it to the Reinsurer under this Agreement is subject to the
FET.  The Company acknowledges and agrees that the net amount of
Subject Premium due to the Reinsurer hereunder (being the Reinsurer’s
proportionate share of Subject Premium less the ceding commission described in
Article VI hereof) shall not be reduced as a result of or in order to pay such
Federal Excise Tax, if any.

     

    
      
        
        

      

      
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    ARTICLE XII - ERRORS AND
OMISSIONS

     

    The
Reinsurer shall not be relieved of liability because of an error or accidental
omission by the Company in reporting any claim, loss, or any business reinsured
under this agreement, provided that the error or omission is rectified promptly
after discovery. The Reinsurer shall be obligated only for the return of the
premium paid for business reported but not reinsured under this
Agreement.

     

    ARTICLE XIII -
AMENDMENTS

     

    The terms
and conditions contained in this Agreement may be changed, altered or amended as
the parties may agree, provided such change, alteration or amendment is
evidenced by Addendum to this Agreement executed by the Company and the
Reinsurer.

     

    ARTICLE XIV - ACCESS TO
RECORDS

     

    The
Company shall comply with the Reinsurer’s reasonable request for any information
relating to this Agreement. Additionally, the Reinsurer, or its authorised
representatives, shall have the right to inspect at any reasonable time at the
offices of the Company and the Affiliates (or that of service providers), and
shall be permitted to make and retain copies of, all papers, books, accounts,
documents, claims files and other records of the Company and the Affiliates
relating to this Agreement, and in connection therewith the Company shall make
available to the Reinsurer responsible representatives of the Company and the
Affiliates upon reasonable prior notice.  The Reinsurer’s right of
inspection shall continue to exist after the termination of this
Agreement.

     

    ARTICLE XV – INTENTIONALLY
OMITTED

     

    ARTICLE XVI -
ARBITRATION

     

    
      	
              A.

            	
              As
      a condition precedent to any right of action hereunder, any dispute
      arising out of the interpretation, performance or breach of this
      Agreement, including the formation or validity thereof (each, a
      "Dispute"), shall be submitted for decision to a panel of three
      arbitrators.  Notice requesting arbitration shall be in writing
      and sent certified or registered mail, return receipt
      requested.

            


    

     

    
      	
              B.

            	
              Each
      party shall choose one arbitrator and the two arbitrators shall, before
      instituting the hearing, choose an impartial third arbitrator who shall
      preside at the hearing.  If either party fails to appoint its
      arbitrator within thirty (30) days after being requested to do so by the
      other party, which request shall be made by certified or registered mail,
      the latter may appoint the second arbitrator and then notify the other
      party by certified or registered mail of its
  appointment.

            


    

     

    
      	
              C.

            	
              If
      the first two arbitrators are unable to agree upon the third arbitrator
      within thirty (30) days of their appointment, each arbitrator shall name
      three candidates within ten days thereafter, two of whom shall be declined
      by the other arbitrator within fifteen days after receiving their names,
      and within five days the choice shall be made between the two remaining
      candidates by drawing lots.  All arbitrators shall be
      disinterested active or former executive officers of insurance or
      reinsurance companies or Underwriters at
  Lloyd’s.

            


    

     

    
      
        
        

      

      
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              D.

            	
              Within
      thirty (30) days after notice of appointment of all arbitrators, the panel
      shall meet and determine timely periods for briefs, discovery procedures
      and schedules for hearings. The panel shall be relieved of all judicial
      formality and shall not be bound by the strict rules of procedure and
      evidence.  Unless the panel agrees otherwise, arbitration shall
      take place in New York, New York, but the venue may be changed when deemed
      by the panel to be in the best interest of the arbitration
      proceeding.  Insofar as the arbitration panel looks to
      substantive law, it shall consider the law of the New York.  The
      decision of any two arbitrators when rendered in writing shall be final
      and binding.  The panel is empowered to grant interim relief as
      it may deem appropriate.

            


    

     

    
      	
              E.

            	
              The
      panel shall make its decision considering the custom and practice of the
      applicable insurance and reinsurance business as promptly as possible
      following the termination of hearings.  Judgment upon the award
      may be entered in any court having jurisdiction thereof.  Except
      as provided above, arbitration shall be based, insofar as applicable, upon
      the then most current version of the Procedures for the Resolution of U.S.
      Insurance and Reinsurance Disputes provided by ARIAS
  US.

            


    

     

    
      	
              F.

            	
              Each
      party shall bear the expense of its own arbitrator and shall jointly and
      equally bear with the other party the cost of the third arbitrator. In the
      event that both arbitrators are chosen by one party, the fees of all
      arbitrators shall be equally divided between the parties.  The
      panel shall allocate the remaining costs of the
    arbitration.

            


    

     

    ARTICLE XVII - APPLICABLE
LAW

     

    This
Agreement shall be governed by the laws of the State of New York, without regard
to any conflicts of law principles thereof that would call for the application
of the laws of any other jurisdiction.

     

    ARTICLE XVIII - NO THIRD-PARTY
BENEFICIARIES

     

    The
acceptance of risks under this Agreement will create no right or legal relation
between the Reinsurer and any third party or person having an interest of any
kind in the Policies or the Underlying Reinsurance Agreements retroceded under
this Agreement, including without limitation any Affiliate.

     

    ARTICLE XIX - FOLLOW THE
FORTUNES

     

    The
Reinsurer’s liability shall attach simultaneously to that of the Company and all
reinsurance for which the Reinsurer shall be liable by virtue of this Agreement
shall be subject in all respects to the same risks, terms, rates, conditions,
interpretations, assessments, waivers, and the same modifications, alterations
and cancellations, as the Policies to which this Agreement relates.

     

    
      
        
        

      

      
        - 8
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    ARTICLE XX -
CURRENCY

     

    All
premium and loss payments hereunder shall be in the currency designated in the
applicable Underlying Reinsurance Agreement.

     

    ARTICLE XXI - TERM AND
TERMINATION

     

    
      	
              A.

            	
              This
      Agreement shall remain in effect until three years following the Effective
      Time, and shall automatically renew for successive three-year periods
      thereafter, unless the Reinsurer or Company elects to terminate this
      Agreement effective as of the expiration of any such three-year
      period.  If the Reinsurer or Company elects to so terminate this
      Agreement, it shall give written notice to the other party hereto not less
      than nine months prior to the expiration of any such three-year
      period.

            


    

     

    
      	
              B.

            	
              Notwithstanding
      the provisions of Section A of this Article XXI, the Reinsurer may
      terminate this Agreement in the event of any of the following (clauses 1
      through 5 below, collectively, the “Company Termination Events”) by
      written notice to the Company no later than thirty (30) days (or in the
      case of a Company Termination Event described in subsection B(1) below,
      ten (10) days) following actual knowledge of the applicable Company
      Termination Event by the Reinsurer:

            


    

     

    1.           the
Company is thirty (30) or more days in arrears on payment due to the Reinsurer
under this Agreement, and has not cured such breach within thirty (30) days
following written notice thereof from the Reinsurer (unless the amount not so
paid is the subject of a good faith dispute) (a “Company Payment
Default”);

     

    2.           the
Company has ceased writing new or renewal business and has elected to run off
its existing business or an insurance or other regulatory authority has ordered
such party to cease writing new or renewal business;

     

    3.           the
Company has become insolvent, or has been placed into liquidation or
receivership (whether voluntary or involuntary), or there have been instituted
against it proceedings for the appointment of a receiver, liquidator,
rehabilitator, conservator, or trustee in bankruptcy or other agent known by
whatever name, to take possession of its assets or control of its
operations;

     

    4.           a
Company Change of Control has occurred.  For purposes of this
Agreement, a “Company Change of Control” will be deemed to occur with respect to
the Company when either (a) an individual person, corporation or other entity,
or a group of commonly controlled persons, corporations or entities, acquires,
including through merger, directly or indirectly, more than fifty percent (50%)
of the voting securities of the Company or obtains the power to vote (directly
or through proxies) more than fifty percent (50%) of the voting securities of
the Company, except if such individual person, corporation or other entity is
under common control with such Company, or (b) AmTrust no longer directly or
indirectly controls the power to vote more than fifty percent (50%) of the
voting securities of the Company; provided that in no
event shall the acquisition, including through merger, of more than fifty
percent (50%) of the voting securities of AmTrust or of the power to vote
(directly or through proxies) more than fifty percent (50%) of the voting
securities of AmTrust, or the merger, combination or amalgamation of AmTrust
into any person, or similar transaction pursuant to which AmTrust shall not be
the surviving entity, be deemed a "Company Change of Control"; or

     

    
      
        
        

      

      
        - 9
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    5.           the
combined shareholders' equity of the Company and the Affiliates is reduced to
50% or less of the amount of such shareholders’ equity at either the inception
of this Agreement or at the latest renewal or anniversary date of this
Agreement.

     

    Termination
as a result of a Company Payment Default shall be effective upon not less than
ten (10) days prior written notice from the Reinsurer to the Company, and
termination as a result of any other Company Termination Event shall be
effective upon not less than thirty (30) days prior written notice from the
Reinsurer to the Company.  For greater certainty, the Reinsurer may
not terminate this Agreement as a result of a Company Termination Event unless
such event is continuing on the date it delivers its notice of termination to
the Company.

     

    
      	
              C.

            	
              Notwithstanding
      the provisions of Section A of this Article XXI, the Company may terminate
      this Agreement, in the event of any of the following (clauses 1 through 6
      below, collectively, the “Reinsurer Termination Events”) by written notice
      to the Reinsurer no later than thirty (30) days (or in the case of a
      Reinsurer Termination Event described in subsection B(1) below, ten (10)
      days) following actual knowledge of the applicable Reinsurer Termination
      Event by the Company:

            


    

     

    1.           the
Reinsurer is thirty (30) or more days in arrears on payment due to the Company
under this Agreement or its obligations under Article XXIII and the Reinsurer
has not cured such breach within thirty (30) days following written notice
thereof from the Company (unless the amount not so paid is the subject of a good
faith dispute) (a “Reinsurer Payment Default”);

     

    2.           the
Reinsurer has ceased writing new or renewal business and has elected to run off
its existing business or an insurance or other regulatory authority has ordered
the party to cease writing new or renewal business;

     

    3.           the
Reinsurer has become insolvent, or has been placed into liquidation or
receivership (whether voluntary or involuntary), or there have been instituted
against it proceedings for the appointment of a receiver, liquidator,
rehabilitator, conservator, or trustee in bankruptcy or other agent known by
whatever name, to take possession of its assets or control of its
operations;

     

    4.           a
Reinsurer Change of Control has occurred.  For purposes of this
Agreement, a “Reinsurer Change of Control” will be deemed to occur when either
(a) an individual person, corporation or other entity, or a group of commonly
controlled persons, corporations or entities, acquires, including through
merger, directly or indirectly, more than fifty percent (50%) of the voting
securities of the Reinsurer or obtains the power to vote (directly or through
proxies) more than fifty percent (50%) of the voting securities of the
Reinsurer, except if such individual person, corporation or other entity is
under common control with the Reinsurer or (b) Maiden Holdings, Ltd. no longer
directly or indirectly controls the power to vote more than fifty percent (50%)
of the voting securities of the Reinsurer;

     

    
      
        
        

      

      
        - 10
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    5.           the
Reinsurer's shareholders' equity is reduced to 50% or less of the amount of its
shareholders’ equity at either the inception of this Agreement or at the latest
renewal or anniversary date of this Agreement; or

     

    6.           the
Reinsurer fails to maintain an A.M. Best rating of A- or better.

     

    Termination
as a result of a Reinsurer Payment Default shall be effective upon not less than
ten (10) days prior written notice from the Company to the Reinsurer, and
termination as a result of any other Reinsurer Termination Event shall be
effective upon not less than thirty (30) days prior written notice from the
Company to the Reinsurer.  For greater certainty, the Company may not
terminate this Agreement as a result of a Reinsurer Termination Event unless
such event is continuing on the date the applicable Company delivers its notice
of termination to the Reinsurer.

     

    
      	
              D.

            	
              Following
      the effective date of the termination of this Agreement as described in
      Sections A, B or C of this Article XXI, all reinsurance hereunder of
      Covered Business shall remain in force until the expiration date,
      anniversary date, or prior termination date of all Policies included
      therein, unless, not later than thirty (30) days following such effective
      date of termination of this Agreement, the Company shall elect that the
      Reinsurer shall not be liable for any Ultimate Net Loss that occurs,
      accrues or arises on or after the effective date of
      termination.  If the Company shall make such election, within
      thirty (30) days following the date of such election, the Reinsurer shall
      return to the Company the unearned premium applicable to such Policies in
      force at the time and date of termination, less the unearned portion of
      the ceding commission paid thereon.

            


    

     

    ARTICLE XXII – EXTRA CONTRACTUAL
OBLIGATIONS AND LOSS IN EXCESS OF POLICY LIMITS

     

    
      	
              A.

            	
              The
      Reinsurer shall indemnify the Company for the Reinsurer’s quota share
      portion of Extra-Contractual Obligations and Loss in Excess of Policy
      Limits.

            


    

     

    
      	
              B.

            	
              The
      Reinsurer shall receive the benefit of its proportionate share of
      recoveries from any other form of insurance or reinsurance that protects
      the Company or any Affiliate against any loss or liability covered under
      this Article XVII, which shall be deducted from the total amount of any
      Extra-Contractual Obligation and/or Loss in Excess of Policy Limits in
      determining the amount of Extra-Contractual Obligation and/or Loss in
      Excess of Policy Limits that shall be indemnified under this Article
      XXII.

            


    

     

    
      	
              C.

            	
              The
      Company shall be indemnified in accordance with this Article XXII to the
      extent that indemnification of the Company or subject Affiliate is
      permitted by applicable law.

            


    

     

    
      
        
        

      

      
        - 11
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    ARTICLE XXIII – UNAUTHORIZED
REINSURANCE

     

    
      	
              A.

            	
              If
      the Company is unauthorized or otherwise unqualified in any state or other
      United States jurisdiction, and if, without security in a form acceptable
      to the insurance regulatory authorities having jurisdiction over an
      Affiliate, a financial penalty to such Affiliate, arising from the
      inability to make a reduction to liabilities for the reinsurance ceded to
      the Company or the recording of a liability for unauthorized
      reinsurance, would
      result on any statutory statement or report such Affiliate is required to
      make or file with such insurance regulatory authorities or a court of law
      in the event of insolvency, the Reinsurer will timely fund or provide for
      the Reinsurer’s share of security for the Obligations (as defined below)
      under the Underlying Reinsurance Agreement with such Affiliate
      by:

            


    

     

    1.           lending
assets to the Company on terms and conditions that shall be mutually acceptable
to the Company and the Reinsurer (a “Loan”), provided, however, that the terms
and conditions of the Loan shall be consistent with the terms and conditions set
forth in Exhibit B to that certain First Amendment, dated as of September 17,
2007, to the Master Agreement, dated as of July 3, 2007, by and between AmTrust
and Maiden Holdings, Ltd.;

     

    2.           transferring
to the Company assets (the "Reinsurer Trust Assets") for deposit into one or
more trust accounts established or to be established by Company for the sole
benefit of such Affiliate (each, a “Trust Account”) with a trustee (the
“Trustee”), which Trustee shall be at the time a Trust Account is established,
and shall continue to be, a member of the Federal Reserve System and shall not
be a parent, subsidiary or affiliate of the Reinsurer, Company or such
Affiliate, pursuant to a trust agreement meeting the applicable requirements of
the jurisdictions having regulatory authority over each applicable Affiliate
(each a “Trust Agreement”);

     

    3.           delivering
one or more clean, unconditional and irrevocable letters of credit to such
Affiliate (each, a "Letter of Credit") in form and substance satisfying the
requirements of the jurisdictions having regulatory authority over such
Affiliate; and/or

     

    4.           requesting
that the Company cause such Affiliate to withhold Subject Premium in lieu of
remitting Affiliate Subject Premium to the Company (the "Subject Withheld
Funds", together with any other Affiliate Subject Premium that shall be withheld
under an Underlying Reinsurance Agreement, the “Withheld Funds”) in accordance
with the terms of the Underlying Reinsurance Agreement with such
Affiliate.

     

    For the
avoidance of doubt, the Reinsurer shall be permitted to elect any or a
combination of the above forms of security, provided that the aggregate value of
the security funded or provided by the Reinsurer equals the Reinsurer's
proportionate share of the Obligations.  The Company and the Reinsurer
acknowledge and agree that, as of the date of execution of this Agreement, the
Reinsurer intends to satisfy this obligation in the form of a Loan.

     

    
      
        
        

      

      
        - 12
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              B.

            	
              The
      “Obligations” referred to herein means, as to each Affiliate, the then
      current (as of the end of each calendar quarter) sum
  of:

            


    

     

    1.           The
amount of ceded Ultimate Net Loss for which the Company is responsible to such
Affiliate but has not yet paid;

     

    2.           The
amount of ceded reserves for Ultimate Net Loss (including without limitation
ceded reserves for claims reported but not resolved and losses incurred but not
reported) for which the Company is responsible to such Affiliate;
and

     

    3.           The
amount of ceded reserves for unearned Affiliate Subject Premiums attributable to
such Affiliate.

     

    
      	
              C.

            	
              With
      respect to the Trust Accounts, the following shall
  apply:

            


    

     

    1.           The
Reinsurer shall transfer Reinsurer Trust Assets to the Company, and the Company
shall immediately upon receipt thereof transfer to the Trustee, for deposit into
the applicable Trust Account, such Reinsurer Trust Assets, to be held in trust
by the Trustee for the benefit of such Affiliate as security for the payment of
the Reinsurer's proportionate share of the Obligations to such
Affiliate.  The Reinsurer Trust Assets shall be maintained in the
Trust Account as long as the Reinsurer continues to remain liable for its
proportionate share of such Obligations; provided however, that all Reinsurer
Trust Assets shall be maintained in a sub-account of the Trust Account separate
and apart from any other assets deposited therein by the Company.  For
each Trust Account in which Reinsurer Trust Asset shall be deposited, the
Company shall authorize and direct the Trustee to timely provide to the
Reinsurer all account statements and other notices to be delivered to the
Company under the related Trust Agreement.

     

    2.           The
Reinsurer agrees that the Reinsurer Trust Assets 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 permitted by
the insurance regulatory authorities with jurisdiction over the applicable
Affiliate in regards to security provided with respect to the obligations of an
unauthorized or unqualified reinsurer (“Authorized Investments”).  The
Company agrees that the Reinsurer Trust Assets will be managed for the Company
by AII Insurance Management, Ltd. (“AIM”) in accordance the terms of and
pursuant to the Asset Management Agreement dated July 3, 2007 entered into by
Reinsurer and AIM (the “Asset Management Agreement”) and, by executing this
Agreement (solely for purposes of this Section C(2)), AIM acknowledges and
agrees to the provisions of this Section C(2).

     

    3.           The
Reinsurer, prior to transferring the Reinsurer Trust Assets to the Company,
shall execute all assignments and endorsements in blank, and shall transfer
legal title to the Company of all shares, obligations or any other assets
requiring assignments, in order to permit the Reinsurer to transfer to the
Trustee such Reinsurer Trust Assets for deposit into the Trust
Account.

     

    4.           All
settlements of account between the Company and an Affiliate with respect to
Reinsurer Trust Assets shall be made in cash or its equivalent.

     

    
      
        
        

      

      
        - 13
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    5.           The
Reinsurer acknowledges that the Reinsurer Trust Assets may be withdrawn by such
Affiliate at any time, notwithstanding any provisions in the Underlying
Reinsurance Agreement to which such Affiliate is a party, provided that such
Affiliate has agreed in such Underlying Reinsurance Agreement that such
withdrawn assets shall be applied and utilized by such Affiliate or any
successor of such Affiliate by operation of law, including, without limitation,
any liquidator, rehabilitator, receiver or conservator of such Affiliate,
without diminution because of the insolvency of such Affiliate or the Company,
only for the following purposes:

     

    
      	
               
      

            	
              (a)

            	
              to
      reimburse such Affiliate for the Company’s share of any Ultimate Net Loss
      paid by such Affiliate but not received from the Company or for unearned
      premiums due to such Affiliate but not otherwise paid by the Company with
      respect to the business reinsured hereunder;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      make payment to the Company of any amounts held in the Trust Accounts
      established for the benefit of such Affiliate that exceed 102% of the
      Company’s Obligations to such Affiliate (less the undrawn balance
      available under any Letter(s) of Credit for the benefit of such Affiliate
      and less the fair market value of the Withheld Funds of such Affiliate);
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      pay any other amounts the Affiliate claims are due under the Underlying
      Reinsurance Agreement or

            


    

     

    
      	
               
      

            	
              (d)

            	
              where
      such Affiliate has received notification of termination of a Trust Account
      in which Reinsurer Trust Assets are held, and where the Obligations under
      the related Underlying Reinsurance Agreement remain unliquidated and
      undischarged ten (10) days prior to such termination, to withdraw amounts
      equal to such Obligations (less the undrawn balance available under any
      Letter(s) of Credit for the benefit of such Affiliate and less the fair
      market value of the Withheld Funds of such Affiliate) and deposit such
      amounts in a separate account, in the name of such Affiliate, in any
      United States bank or trust company, apart from its general assets, in
      trust for such uses and purposes specified in subparagraphs (a) and (b)
      above as may remain executory after such withdrawal and for any period
      after such termination.

            


    

     

    
      	
              D.

            	
              The
      Reinsurer acknowledges that any Letter(s) of Credit provided by it
      pursuant hereto for the benefit of an Affiliate may be drawn upon by such
      Affiliate at any time, notwithstanding any provisions in the Underlying
      Reinsurance Agreement to which such Affiliate is a party, provided that
      such Affiliate has agreed in such Underlying Reinsurance Agreement that
      any amounts drawn shall be applied and utilized by such Affiliate or any
      successor of such Affiliate by operation of law, including, without
      limitation, any liquidator, rehabilitator, receiver or conservator of such
      Affiliate, without diminution because of the insolvency of such Affiliate
      or the Company, only for the following
purposes:

            


    

     

    1.           to
pay or reimburse the Affiliate for the Company's share of any premiums returned
to the owners of Policies on account of cancellations of such
Policies;

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

     

    2.           to
pay or reimburse the Affiliate for the Company's share of Ultimate Net Loss paid
or payable by the Affiliate under the terms and provisions of the
Policies;

     

    3.           to
pay any other amounts the Affiliate claims are due under the Underlying
Reinsurance Agreement; and

     

    4.           to
fund an account with the Affiliate in an amount at least equal to the deduction,
for reinsurance ceded as to such Affiliate's Policies, for the uses and purposes
described in clauses 1, 2 and 3 above.  Such amount shall include, but
not be limited to, amounts for policy reserves, reserves for claims and losses
incurred (including losses incurred but not reported), loss adjustment expenses,
and unearned premiums.

     

    
      	
              E.

            	
              With
      respect to assets to be returned to the Reinsurer, the following shall
      apply:

            


    

     

    1.           The
Company, at the written request of the Reinsurer, shall use commercially
reasonable efforts to seek the applicable Affiliate’s approval to withdraw all
or any part of the Reinsurer Trust Assets from the Trust Account established for
the benefit of such Affiliate and shall transfer such assets to the Reinsurer,
provided that the withdrawal conforms to the following
requirements:

     

    
      	
               
      

            	
              (a)

            	
              the
      Reinsurer shall, at the time of any such withdrawal, deliver to the
      Company, for deposit by the Company into such Trust Account, other
      Authorized Investments having a market value equal to the market value of
      the assets withdrawn from such Trust Account,
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              after
      such withdrawal, transfer, and deposit into such Trust Account, the market
      value of assets in the Trust Accounts established for the benefit of such
      Affiliate is no less than 102% of the Obligations to such Affiliate (less
      the undrawn balance available under any Letter(s) of Credit for the
      benefit of such Affiliate and less the fair market value of the Withheld
      Funds of such Affiliate).

            


    

     

    2.           The
Company, at the request of the Reinsurer, shall use its best efforts to seek
each Affiliate's approval to permit an amendment to, or to surrender and
replace, a Letter of Credit, provided that, after such amendment or surrender
and replacement, the remaining undrawn balance, if any, of such Letter of
Credit, plus the fair market value of assets in Trust Accounts established for
the benefit of such Affiliate, plus the fair market value of the Withheld Funds
of such Affiliate, plus the undrawn balance of any other Letters of Credit for
the benefit of such Affiliate, is not less 102% of the Obligations to such
Affiliate.

     

    3.           If
an Affiliate returns to the Company excess assets withdrawn from the Trust
Account established for such Affiliate, excess amounts drawn on a Letter of
Credit, or an excess portion of the Withheld Funds, the Company shall
immediately return to the Reinsurer its proportionate share of such excess
assets.

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    4.           If,
as of any date of determination, and with respect to any Affiliate, the sum of
(w) the fair market value of the Reinsurer Trust Assets for the benefit of such
Affiliate, (x) the undrawn balance of any Letters of Credit for the benefit of
such Affiliate provided by the Reinsurer pursuant to Section A of this Article
XXIII, (y) the fair market value of any separate account established by such
Affiliate as described in Section C(5)(d) or D(4) of this Article XXIII, and (z)
the Subject Withheld Funds of such Affiliate (the “Aggregate Collateral Value”),
exceeds the Reinsurer’s share of the Obligations to such Affiliate (the excess
Aggregate Collateral Value, the "Excess Collateral Value"), the Company shall,
with respect to such excess collateral, at its option, undertake one or more of
the following:

     

    (a)           a
withdrawal of such Reinsurer Trust Assets and the payment of withdrawn Reinsurer
Trust Assets to the Reinsurer pursuant to Section E(1) of this Article
XXIII,

     

    (b)           payment
to the Reinsurer of an amount in cash;

     

    (c)           payment
to the Company by such Affiliate of Withheld Funds, and the payment to the
Reinsurer of its proportionate share thereof;

     

    (d)           a
payment to the Company by such Affiliate from any separate account or accounts
established by such Affiliate as described in Sections C(5)(d) and D(4) of this
Article XXIII, and the payment to the Reinsurer of its proportionate share
thereof; and/or

     

    (e)           the
amendment or replacement of any of such Letters of Credit, with the consent of
the Reinsurer, not to be unreasonably withheld, to reduce the undrawn balance of
such Letters of Credit after giving effect to such amendment or
replacement;

     

    provided that the
aggregate amount of such payments to the Reinsurer pursuant to (a) through (d)
above plus such reduction in the undrawn balance of the Letters of Credit
pursuant to (e) above shall at least equal the Excess Collateral
Value.  The Aggregate Collateral Value and the Reinsurer’s share of
the Obligations shall be calculated (separately as to each Affiliate) as of the
last day of each calendar quarter during the term of this Agreement, and the
Excess Collateral Value, if any, resulting from such calculations shall be
remitted to the Reinsurer not later than the forty-fifth (45th)
calendar day following the end of such calendar quarter.

     

    5.           In
the event that any Affiliate withdraws Reinsurer Trust Assets from a Trust
Account, draws on a Letter of Credit and/or utilizes Subject Withheld Funds in
excess of the Reinsurer’s proportionate share of the Obligations, in excess of
the amount payable by the Reinsurer to the Company with respect to such
Obligations, or other than for the purposes described in Sections C(5) and D of
this Article XXIII, the Company shall reimburse Reinsurer immediately for the
amount of the excess or the misapplied amount (as the case may be), taking into
account any payments made by the Company to the Reinsurer pursuant to Section
E(4) of this Article XXIII.

     

    6.           If
an Affiliate withdraws Reinsurer Trust Assets from a Trust Account, or draws on
a Letter of Credit, and deposits such assets in a separate account as described
in Sections C(5)(d) and D(4) of this Article XXIII, the Company shall pay to the
Reinsurer, not later than 15 calendar days following the end of each calendar
month during the term of this Agreement, an amount equal to all dividends,
interest and other income earned on the assets held in such account during such
month, except to the extent that such dividends, interest or other income relate
to assets of the Reinsurer for which the Company has made payment to the
Reinsurer pursuant to Paragraph 3 or 4 of this Article XXIII(E) and except to
the extent that the Aggregate Collateral Value at such time is less than the
Reinsurer’s share of the Obligations to such Affiliate; provided that any such
payment shall be net of the Reinsurer’s proportionate share of fees of the
Trustee with respect to Reinsurer Trust Assets and shall be reduced by the
amount of any unpaid fees or expenses then due and payable under the Asset
Management Agreement .

     

    
      
        
        

      

      
        - 16
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              F.

            	
              The
      Company, upon receipt and not less frequently than quarterly, will provide
      to the Reinsurer statements prepared by the Affiliates for the purpose of
      showing the Company’s Obligations in respect of each Affiliate and a
      statement prepared by Company showing the Reinsurer’s proportionate share
      thereof.  If the Reinsurer’s share thereof exceeds the market
      value of the security provided by the Reinsurer to the Company for such
      Affiliate as required by in Section A of this Article XXIII, the Reinsurer
      will, within fifteen (15) days of receipt of the statements, provide
      additional security of such types with respect to the Reinsurer’s
      proportionate share of the Obligations to such
    Affiliate(s).

            


    

     

    
      	
              G.

            	
              If
      the Company  is unauthorized or otherwise unqualified in any
      jurisdiction outside of the United States, and if, without security, a
      financial penalty to an Affiliate domiciled outside of the United States
      would result on any statutory statement or report it is required to make
      or file with the insurance regulatory authority having jurisdiction over
      such Affiliate or a court of law in the event of insolvency, the Reinsurer
      will timely secure the Reinsurer’s share of the Obligations in form and
      substance satisfying the requirements of the insurance regulatory
      authority having jurisdiction over such
  Affiliate.

            


    

     

    ARTICLE XXIV - SERVICE OF
SUIT

     

    Subject
to Article XVI, it is agreed that the Company and Reinsurer have the right to
commence an action in any court of competent jurisdiction in the United States,
to remove an action to a United States District Court, or to seek a transfer or
remand of a case to another court as permitted by the laws of the United States
or of any state in the United States.

     

    It is
further agreed that the Company may serve process upon the Reinsurer by
serving:

     

    A Person
indicated by the Company in a written notice to the Reinsurer within five (5)
days of the date hereof.

     

    The right
of the Company to bring suit as provided herein shall be limited to a suit
brought in its own name and for its own account.

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

     

    ARTICLE XXV -
MISCELLANEOUS

     

    
      	
              A.

            	
              Entire
      Agreement.  This Agreement contains the entire agreement
      between the parties hereto relating to the subject matter hereof and
      supersedes and replaces all oral statements and prior writings with
      respect thereto.

            


    

     

    
      	
              B.

            	
              Assignment.  Neither
      party may assign any of its rights or obligations hereunder without the
      prior written consent of the other
party.

            


    

     

    
      	
              C.

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, and by the
      parties on separate counterparts, but will not be effective until each
      party has executed at least one counterpart.  Each counterpart
      will constitute an original of this Agreement, but all the counterparts
      will together constitute but one and the same instrument.  All
      signatures of the parties to this Agreement may be transmitted by
      facsimile, and such facsimile will, for all purposes, be deemed to be the
      original signature of such Party whose signature it reproduces and will be
      binding upon such Party.

            


    

     

    
      	
              D.

            	
              Waiver.  Except
      as otherwise expressly set forth in this Agreement, there shall be no
      waiver of any breach of the terms of this Agreement, nor waiver of any
      right, remedy, power or privilege conferred by this Agreement, except as
      notified in writing by the party waiving to the other party, or as
      otherwise expressly provided for in this
      Agreement.  Notwithstanding this, and for the avoidance of
      doubt:

            


    

     

    1.           any
waiver of a breach of any term of this Agreement or of any default hereunder
shall not be deemed a waiver of any subsequent breach or default and shall in no
way affect the other terms of this Agreement; and

     

    2.           no
failure to exercise and no delay on the part of any party in exercising any
right, remedy, power or privilege of that party under this Agreement and no
course of dealing between the parties shall be construed or operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise thereof or the exercise of any
right, remedy, power or privilege.  The rights and remedies provided
by this Agreement are cumulative and are not exclusive of any rights or remedies
provided by law.

     

    
      	
              E.

            	
              Headings.  The
      headings of the Articles of this Agreement are inserted for convenience
      only, and shall not affect the meaning or construction of any provision of
      this Agreement.

            


    

     

    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        
        

      

    

     

    
      	
              F.

            	
              Notices.  Any
      notice and other communication required or permitted hereunder shall be in
      writing and shall be delivered personally, sent by facsimile transmission
      (and immediately after transmission confirmed by telephone), or sent by
      certified, registered or express mail, postage prepaid; provided, however,
      that the party delivering a communication by facsimile transmission shall
      retain the electronically generated confirmation of delivery, showing the
      telephone number to which the transmission was sent and the date and time
      of the transmission.  Any such notice shall be deemed given when
      so delivered personally or sent by facsimile transmission (and immediately
      after transmission confirmed by telephone), or, if mailed, on the date
      shown on the receipt therefor, as follows (or to such other address or
      facsimile number as the party shall furnish the other party in accordance
      with this paragraph):

            


    

     

    If to the
Company, to:

     

    AmTrust
International Insurance, Ltd.

    Suite 102
Washington Mall

    7 Reid
Street

    Hamilton
HM 11

    Bermuda

    Tel:
441.292.6564

    Fax:
441.292.5796

    


    With a
copy to:

     

    AmTrust
Financial Services, Inc.

    59 Maiden
Lane, 6th
Floor

    New York,
NY 10038

    Tel:
212.220.7120

    Fax:
212.220.7130

    Attention:
General Counsel

    


    If to the
Reinsurer, to:

     

    Maiden
Insurance Company, Ltd.

    7 Reid
Street

    Hamilton
HM 11

    Bermuda

    Attention:  CFO

    Tel:  441-295-5225

    Fax:

     

    With a
copy to:

     

    Conyers
Dill and Pearman

    Clarendon
House

    2 Church
Street

    PO Box HM
666

    Hamilton
HM CX

    Bermuda

    Attention:  Christopher
Garrod, Esq.

    Tel:  (441)
295 1422

    Fax:  (441)
292 4720

     

    [Remainder
of page intentionally left blank]

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF the parties hereto, by their respective duly authorized
officers, have executed this QUOTA SHARE REINSURANCE AGREEMENT, in duplicate, as
of the dates recorded below:

     

    AMTRUST
INTERNATIONAL INSURANCE, LTD.

     

    
    

     

    
      	By:	/s/  Michael
      Bott
	 	 
	Dated:	 


    

     

     

    MAIDEN
INSURANCE COMPANY, LTD.

     

    
      	By:	/s/  Michael
      Tait
	 	 
	Dated:	 


    

    


     

    AII
INSURANCE MANAGEMENT, LTD.

    (solely
for the purposes of Section C(2) of Article XXIII hereof)

     

    
      	By:	/s/  Michael
      Bott 
	 	 
	Dated:	 


    

     

    
      
        
        

      

      
        
          [Quota
Share Reinsurance Agreement]

        

        
          

        

      

      
        
        

      

    

     

    Schedule
A

     

    Lines
of Insurance Covered Under this Agreement

     

    
      	
              A. 

            	
              Covered Business as of
      Effective Time

            


    

    


    All lines
of business classified by the Company as:

     

    
      	
               
      

            	
              1.

            	
              Workers’
      Compensation

            


    

    


    
      	
               
      

            	
              2.

            	
              Extended
      Warranty and Specialty Risk, which includes Mechanical Breakdown,
      Accidental Damage, Theft, Gap and Creditor and Payment Protection, and
      coverages which are substantially similar to those listed herein or any
      current business classified by the Company as Extended Warranty and
      Specialty Risk.

            


    

    


    
      	
               
      

            	
              3.

            	
              Specialty
      Middle-Market Property and Casualty (as reported by AmTrust in its filings
      with the U.S. Securities Exchange Commission) placed through program
      underwriting agents, which includes General Liability, Commercial
      Property, Commercial Automobile Liability, and Auto Physical Damage, and
      other substantially similar commercial property and casualty
      coverages.

            


    

     

    
      	
              B. 

            	
              Additional Business
      and Excess Retention
Business

            


    

    


    
      	
               
      

            	
              1.

            	
              French
      Latent Defects Business.

            


    

    


    This is
Excess Retention Business written by AmTrust International Underwriters, Ltd.
(“AIU”).  This program provides coverage to real estate developers for
the costs of repairing building defects which affect the structural integrity of
the building in such a way that the building cannot be used (“dommages ouvrages”
or “DO”).  French law requires all developers to maintain DO coverage
and decennial liability (“DL”) insurance.  AIU offers policies which
provide maximum coverage limits of ˆ7.5 per unit and ˆ15 million per
policy.

    


    The
Effective Time for the cession and reinsurance of Excess Retention DO policies
is July 1, 2007.

    


    The
ceding commission is 31%.

    


    
      	
               
      

            	
              2.

            	
              Unitrin
      Unearned Premium

            


    

    


    The
Company agrees to cede and Reinsurer agrees to accept and reinsure, the Ultimate
Net Loss equal to 100% of the Affiliate Ultimate Net Loss (net of inuring
reinsurance with respect to unearned premium (“UBI UEP”) assumed by Technology,
MCIC, TUK, SNIC and TLIC from Trinity Universal Insurance Company as of June 1,
2008 and ceded to Company in connection with AmTrust’s acquisition of Unitrin,
Inc.’s Unitrin Business Insurance unit (“UBI”).

     

    The
Effective Time for cession and reinsurance of UBI UEP is June 1,
2008.

    


    The
ceding commission is 34.375%.

     

    
      	
               
      

            	
              3.

            	
              Retail
      Commercial Package Business

            


    

    


    Effective
June 1, 2008, the Company shall cede and the Reinsurer shall accept and reinsure
Retail Commercial Package Business, as defined by the Company.

    


    
      	
               
      

            	
              4.

            	
              The
      ceding commission for Retail Commercial Package Business is
      34.375%.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
B

    


    The
Reinsurer shall allow the Company a 31% commission on all Subject Premium ceded
hereunder and attributable to Covered Business, except that the Reinsurer shall
allow the Company a 34.375% commission on the UBI UEP and Subject Premium
related to Retail Commercial Package Business.