EXHIBIT
10.5
TAX ALLOCATION
AGREEMENT
This Agreement, dated July 1, 2002,
is made for 2002 and future calendar years between AmTrust
Financial Services, Inc. (“AmTrust”), a Delaware
corporation, and Rochdale Insurance Company
(“Rochdale”), a New York corporation.
WITNESSETH
WHEREAS, AmTrust and Rochdale are
affiliates;
WHEREAS, AmTrust and Rochdale are
part of a consolidated tax filing group (the “Group”)
in accordance with the relevant Internal Revenue Service
regulations; and
WHEREAS, AmTrust is the agent of
Rochdale for the purpose of filing the consolidated tax return on
behalf of the Group; and
WHEREAS, AmTrust and Rochdale wish
to set forth their obligations to each other as members of the
Group in accordance with New York’s insurance laws and
regulations.
NOW, THEREFORE, AmTrust and Rochdale
agree as follows:
A.
Determination of Tax Liability
Rochdale’s liability for
federal income tax payments or entitlement to federal income tax
refunds shall be based on the amount of its tax liability or
entitlement to a refund calculated on a separate return
basis.
B. Tax
Payments
Rochdale shall remit to AmTrust any
amounts determined to be due in accordance with Section A of this
Agreement at such time that the Group is legally
obligate
