Exhibit 10.4

EXECUTION VERSION

Tower Insurance Company of New York

120 Broadway

31st Floor

New York NY 10271

United States

CastlePoint Insurance Company

120 Broadway

31st Floor

New York NY 10271

United States

CastlePoint National Insurance Company

222 South Riverside Plaza

Suite 1600

Chicago

Illinois 60606

United States

Hermitage Insurance Company

120 Broadway

31st Floor

New York NY 10271

United States

21 November 2012

Dear Sirs

AMENDMENT LETTER

We refer to a facility agreement dated 11 November 2011 and amended on 12 March 2012 and 16 July 2012 in relation to a US$125,000,000 letter of credit facility made between Barclays Bank PLC (the “Issuing Bank”) and Tower Insurance Company of New York, CastlePoint Insurance Company, CastlePoint National Insurance Company and Hermitage Insurance Company (each a “Borrower” and together the “Borrowers”) (the “Facility Agreement” which expression shall include the Facility Agreement as from time to time amended, varied, supplemented, novated or replaced).

We are writing to you to set out the amendments which we, the Issuing Bank, and you, the Borrowers, have agreed to make to the Facility Agreement.

Unless otherwise defined in this letter, capitalised terms defined in the Facility Agreement shall have the same meaning when used in this letter. In addition, the principles of construction set out in clause 1.2 of the Facility Agreement shall have effect as if set out in this letter.

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““Borrower A Collateral Control Agreement” means the agreement dated on or about the date of this Agreement between the Custodian, Borrower A and the Issuing Bank relating to the Borrower A Custodian Accounts, as amended or restated from time to time”

““Borrower A Collateral Security Agreement” means the agreement dated on or about the date of this Agreement under which the Security is created (or expressed to be created) by Borrower A over the Borrower A Custodian Accounts and the Borrower A Custody Agreement, as amended or restated from time to time”

““Borrower A Custodian Accounts” means the accounts with account numbers 26-42579 and 26-92042 held in the name of Borrower A with the Custodian under the Borrower A Custody Agreement”

““Borrower A Custody Agreement” means the agreement between Borrower A and the Custodian dated 25 October 2011 under which the Custodian agrees to hold certain assets as custodian on behalf of Borrower A and to establish the Borrower A Custodian Accounts, as amended or restated from time to time”

““Borrower B Collateral Control Agreement” means the agreement dated on or about the date of this Agreement between the Custodian, Borrower B and the Issuing Bank relating to the Borrower B Custodian Accounts, as amended or restated from time to time”

““Borrower B Collateral Security Agreement” means the agreement dated on or about the date of this Agreement under which the Security is created (or expressed to be created) by Borrower B over the Borrower B Custodian Accounts and the Borrower B Custody Agreement, as amended or restated from time to time”

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““Borrower B Custodian Accounts” means the accounts with account numbers 26-42577 and 26-92045 held in the name of Borrower B with the Custodian under the Borrower B Custody Agreement”

““Borrower B Custody Agreement” means the agreement between Borrower B and the Custodian dated 25 October 2011 under which the Custodian agrees to hold certain assets as custodian on behalf of Borrower B and to establish the Borrower B Custodian Accounts, as amended or restated from time to time”

““Borrower C Collateral Control Agreement” means the agreement dated on or about the date of this Agreement between the Custodian, Borrower C and the Issuing Bank relating to the Borrower C Custodian Accounts, as amended or restated from time to time”

““Borrower C Collateral Security Agreement” means the agreement dated on or about the date of this Agreement under which the Security is created (or expressed to be created) by Borrower C over the Borrower C Custodian Accounts and the Borrower C Custody Agreement, as amended or restated from time to time”

““Borrower C Custodian Accounts” means the accounts with account numbers 26-42580 and 26-92043 held in the name of Borrower C with the Custodian under the Borrower C Custody Agreement”

““Borrower C Custody Agreement” means the agreement between Borrower C and the Custodian dated 25 October 2011 under which the Custodian agrees to hold certain assets as custodian on behalf of Borrower C and to establish the Borrower C Custodian Accounts, as amended or restated from time to time”

3

““Borrower D Collateral Control Agreement” means the agreement dated on or about the date of this Agreement between the Custodian, Borrower D and the Issuing Bank relating to the Borrower D Custodian Accounts, as amended or restated from time to time”

““Borrower D Collateral Security Agreement” means the agreement dated on or about the date of this Agreement under which the Security is created (or expressed to be created) by Borrower D over the Borrower D Custodian Accounts and the Borrower D Custody Agreement, as amended or restated from time to time”

““Borrower D Custodian Accounts” means the accounts with account numbers 26-42600 and 26-92044 held in the name of Borrower D with the Custodian under the Borrower D Custody Agreement”

““Borrower D Custody Agreement” means the agreement between Borrower D and the Custodian dated 25 October 2011 under which the Custodian agrees to hold certain assets as custodian on behalf of Borrower D and to establish the Borrower D Custodian Accounts, as amended or restated from time to time”

““Cash Cover” means US$35,000,000 deposited by Borrower A in an interest-bearing account in the name of Borrower A, subject to the following conditions being met:-

““Charge over Account Balances” means the charge over account balances to be entered into on the date specified by the Issuing Bank by Borrower A and the Issuing Bank in respect of a bank account held with the Issuing Bank, in form and substance satisfactory to the Issuing Bank, creating a first ranking security interest over that account.”

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““Collateral Security Documents” means the Collateral Security Agreements, the Collateral Control Agreements and the Custody Agreements.”

““Collateral Assets” means the Eligible Collateral held in the Borrower A Custodian Accounts, the Borrower B Custodian Accounts, the Borrower C Custodian Accounts and the Borrower D Custodian Accounts”

““Commitment” means US$260,000,000 to the extent not cancelled, reduced or transferred under this Agreement.”

“Custodian Accounts” means each of the Borrower A Custodian Accounts, the Borrower B Custodian Accounts, the Borrower C Custodian Accounts and the Borrower D Custodian Accounts.

““New LOC Facility Agreement” means the US$25,000,000 letter of credit facility agreement between Tower Group, Inc. as guarantor, CastlePoint Reinsurance Company, Ltd., as borrower and the Issuing Bank, dated 16 July 2012, as amended or restated from time to time”

““Process Agent Letter” means the letter dated on or around the date of this Agreement between Borrower A, Borrower B, Borrower C, Borrower D and Law Debenture Corporate Services Limited appointing Law Debenture Corporate Services Limited as its agent for service of process pursuant to this Agreement and pursuant to the Security Documents, and any other letter between any Borrower and Law Debenture Corporate Services Limited in respect of any other documents”

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““Termination Date” means 31 December 2016”

“The aggregate amount of Utilisations outstanding under this Agreement and Utilisations (as that term is defined in the New LOC Facility Agreement) outstanding under the New LOC Facility Agreement must not exceed US$260,000,000 at any time.”

“It is and will at all times be the sole and absolute legal and beneficial owner of its Custodian Accounts free from all Security except for the Security under the Collateral Security Documents and subject to the terms of its Custody Agreement.”

“(d) The Charge over Account Balances creates in favour of the Issuing Bank the Security which it is expressed to create and will create first priority security interests in the Cash Cover and Borrower A has and will at all times ensure that it has a minimum amount of $35,000,000 credited to the account the subject of the Charge over Account Balances.”

“Each Borrower shall be entitled to withdraw Eligible Collateral from its Custodian Accounts in accordance with the terms of the Collateral Control Agreements.”

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(paragraphs 2.1.1 to 2.1.33 collectively, the “Amendments”).

The Amendments set out in paragraph 2 above shall take effect on the date (the “Effective Date”) that the Issuing Bank has received all the documents and other evidence listed in the Schedule (Conditions Precedent) hereto in form and substance satisfactory to it.

If the Effective Date has not occurred on or before the date falling 10 Business Days after the date of this letter, then the provisions of this letter shall cease to have effect.

Each Borrower, severally and not jointly, represents and warrants to the Issuing Bank that, as at the date of this letter and as at the Effective Date, each of the Repeating Representations are true by reference to the facts and circumstances existing at each such date and as if each reference to “this Agreement” or “the Finance Documents” includes a reference to this letter.

Each Borrower shall, at its own expense, promptly do all acts and things necessary and sign or execute any further documents which the Issuing Bank may require to give effect to this Agreement.

Without prejudice to the rights of the Issuing Bank which have arisen on or before the Effective Date:-

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The Borrowers shall pay to the Issuing Bank on the Effective Date a fee of US$50,000.

The Borrowers shall pay or procure the payment of when due and, within five Business Days of demand, indemnify the Issuing Bank against any cost, loss or liability that the Issuing Bank incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this letter and any other document referred to in this letter including any Finance Document.

A person who is not a party to this letter shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this letter.

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This letter, and any non-contractual obligations arising out of it, will be governed by and construed according to English law.

This letter may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

Please indicate your acceptance of the terms of this letter by executing and returning the enclosed copy.

Yours faithfully
THE ISSUING BANK
Authorised Signatory
For and on behalf of
BARCLAYS BANK PLC
THE BORROWERS
For and on behalf of
TOWER INSURANCE COMPANY OF NEW YORK
By:
Name:
Title:
By:
Name:
Title:

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This letter, and any non-contractual obligations arising out of it, will be governed by and construed according to English law.

This letter may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

Please indicate your acceptance of the terms of this letter by executing and returning the enclosed copy.

Yours faithfully
THE ISSUING BANK
Authorised Signatory
For and on behalf of
BARCLAYS BANK PLC
THE BORROWERS
For and on behalf of
TOWER INSURANCE COMPANY OF NEW YORK
By:
Name:		Steven A. Ciardiello
Title:		MVP - FINANCE
By:
Name:		Vito A. Nigro
Title:		MVP - FINANCE

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For and on behalf of
CASTLEPOINT INSURANCE COMPANY
By:
Name:		Steven A. Ciardiello
Title:		MVP - FINANCE
By:
Name:		Vito A. Nigro
Title:		MVP - FINANCE
For and on behalf of
CASTLEPOINT NATIONAL INSURANCE COMPANY
By:
Name:		Steven A. Ciardiello
Title:		MVP - FINANCE
By:
Name:		Vito A. Nigro
Title:		MVP - FINANCE
For and on behalf of
HERMITAGE INSURANCE COMPANY
By:
Name:		Steven A. Ciardiello
Title:		MVP - FINANCE
By:
Name:		Vito A. Nigro
Title:		MVP - FINANCE

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SCHEDULE

CONDITIONS PRECEDENT

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