THIRD AMENDMENT TO ASSET MANAGEMENT AGREEMENT

THIS THIRD AMENDMENT (the “Amendment”) effective as of September 1, 2009, to the Asset Management Agreement dated as of July 3, 2007 (the “Agreement”), by and between AII Insurance Management Limited (“AIM”), a Bermuda corporation, and Maiden Insurance Company Ltd. (“MIC”), a Bermuda joint stock company, Maiden Holdings, Ltd. (“MHL”), a Bermuda joint stock company, Maiden Holdings North America, Ltd. (MHNA”), a Delaware corporation, Maiden Reinsurance Company (“MRC”), a Missouri corporation, and Maiden Specialty Insurance Company, a North Carolina corporation (“MSIC”) (MIC, MHL, MHNA, MRC and MSIC are hereinafter referred to collectively as the “Company”), is made by and between AIM and the Company.

WHEREAS, MIC and MHNA are direct subsidiaries of MHL, and MRC and MSIC are direct subsidiaries of MHNA;

WHEREAS, MHL, MIC, MHNA, MRC and MSIC wish to retain AIM to provide investment management services upon the terms and conditions set forth in the Agreement and AIM wishes to provide said services;

WHEREAS, AIM and the Company wish to amend certain provisions of the Agreement in the manner set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1.1	Definitions.  Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

1.2	Headings.  The headings contained in this Amendment are for the reference purposes only and shall not affect the meaning or interpretation of this Amendment.

2.1	Maiden Specialty Insurance Company is added as a party and included within the definition of Company.

2.2	Appendix A is hereby replaced with Appendix A-1, effective as of September 1, 2009.

 

 

3.1	Confirmation of the Agreement.  Except as amended by this Amendment, the Agreement remains in full force and effect without further modification or amendment.

3.2	Counterparts.   This Amendment may be executed in one or more counterparts, and such counterparts together shall constitute one and the same agreement.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

Maiden Insurance Company Ltd.				Maiden Reinsurance Company
By:	/s/ Michael Tait			By:	/s/ Paul Hawk
Name:  Michael Tait				Name:  Paul Hawk
Title:  Chief Financial Officer				Title:  Treasurer
Maiden Holdings, Ltd.				Maiden Holdings North America, Ltd.
By:	/s/ John Marshaleck			By:	/s/ John Marshaleck
Name:  John Marshaleck				Name: John Marshaleck
Title:  Chief Financial Officer				Title:  President
Maiden Specialty Insurance Company
By:	/s/ Paul Hawk
Name:  Paul Hawk
Title:  Treasurer

 

  

AII Insurance Management Limited
By:	/s/ Michael Bott
Name:  Michael Bott
Title:  President