Exhibit 10.10


 


FIRST AMENDMENT TO THE AMENDED AND RESTATED

JAMES RIVER GROUP HOLDINGS, LTD. EQUITY INCENTIVE PLAN


 


WHEREAS, James River Group Holdings, Ltd. (formerly
known as Franklin Holdings (Bermuda), Ltd.) (the “Company”) maintains an equity incentive plan known as the James River
Group Holdings, Ltd. Equity Incentive Plan (the “Plan”);


 


WHEREAS, the Company reserved the right to amend
the Plan in Article XII thereof; and


 


WHEREAS, the Company desires to amend the Plan
in certain respects, and the Board of Directors of the Company and the shareholders of the Company have approved such amendment
to the Plan;


 


NOW, THEREFORE, effective on the date the initial
public offering of the common shares of the Company is consummated and immediately prior thereto, the Plan is amended as follows:


 


1.   Section 4.1 of the Plan is amended to add
the following language to the end thereof:


 


Effective as of the IPO Date, the number of Shares that
may be issued under the Plan or be subject to Awards is reduced from 80,630 Shares to the number of Shares underlying Granted Options.
No further Awards shall be granted under the Plan, except for the Bonus described in Section 4.4. Notwithstanding anything herein
to the contrary, any Granted Options shall continue in full force and effect, subject to all terms and conditions of the Plan and
any Award Agreement, without modification to the underlying terms of such Awards except for any adjustment due to share splits
and other recapitalization transactions.


 


2.   Article IV of the Plan is amended to add
a new Section 4.4 to the end thereof as follows:


 


Section 4.4      Bonus.
  As of the IPO Date, each Participant as of such date shall be eligible for a Bonus equal to the Plan Payout Amount,
less applicable tax and other withholdings, payable and subject to forfeiture in accordance with the following. A Participant’s
Bonus shall be payable in two installments, with the first installment equal to one-third of the Plan Payout Amount payable in
December 2015 and the second installment equal to two-thirds of the Plan Payout Amount payable in December 2016; provided that
a Participant shall only be entitled to such payment if the Participant has neither competed with the Company, nor solicited its
employees (in each case as determined by the Board in its sole discretion) to leave their employment at any time prior to each
payment date. The provisions on Change in Control as described in Article XI of the Plan shall not apply to a Bonus. The Bonus
shall not be deemed to be the grant of Shares, and a Participant shall not have any of the rights of a shareholder by virtue of
the grant or any payment of the Bonus. Notwithstanding anything in the Plan to the contrary, the Board’s determination of
individuals who are Participants for purposes of eligibility for a Bonus shall be made in the Board’s sole discretion.


 


3.   Section 13.1 of the Plan is amended to delete
the definition of “Award” and replace it with the definition of “Award” below and to add the following
definitions, inserted alphabetical order, thereto:


 




    	 



    	 



    

  


“Award” means a
grant of a Bonus, Restricted Stock, Options, Stock Appreciation Rights, Deferred Stock Units, Dividend Equivalents, other share
awards, or an offer and sale of the same, in each case pursuant to the terms of the Plan.


 


“Bonus” means an
amount granted to a Participant under Section 4.4 and otherwise subject to the terms and conditions of the Plan.


 


“Granted Options”
means the Options that have been granted and remain outstanding as of the IPO Date, which include granted Options less forfeitures
and lapses, whether vested or unvested, as determined by the Board.


 


“Granted Option Value”
means, with respect to a Participant, an amount equal to the difference between the weighted average exercise price (as determined
by the Board) of a Participant’s Granted Options and the public offering price established for the Offered Shares in the
Offering multiplied by such Participant’s number of Granted Options. In no event shall the Granted Option Value with respect
to a Participant be less than zero.


 


“IPO Date” means
the date immediately prior to the date that the initial public offering of the common shares of James River Group Holdings, Ltd.
is consummated.


 


“Offered Shares”
means up to $250,000,000 of common shares par value $.01 per share of the Company (after giving effect to the recapitalization
and conversion of the Class A Common Shares of the Company), plus shares included in any over-allotment option.


 


“Offering” means
the underwritten initial public offering of the Offered Shares.


 


“Plan Payout Amount”
means, with respect to a Participant, an amount determined by the Board equal to (x) the Granted Option Value multiplied by (y)
the original number of Shares available for grant under the Plan (i.e., 80,630 Shares) divided by (z) the total number of Granted
Options to all Participants as of the IPO Date less the Participant’s Granted Option Value.


 


This Amendment is hereby adopted this 24  day of November, 2014
and effective as set forth above.


 


JAMES RIVER GROUP HOLDINGS, LTD.


 


	/s/ Gregg Davis	 
	Name: 	Gregg Davis	 
	Title: 	CFO