FOX PAINE & COMPANY, LLC

Exhibit 10.5

FOX XXXXX & COMPANY, LLC

0000 Xxxxxxx xx xx Xxxxxx, xxxxx 000

Xxxxx Xxxx, Xxxxxxxxxx 00000

April 10, 0000

Xxxxxx Xxxxxxxxx (Xxxxxx) Xxxxxxx

x/x Xxxxxx Xxxxxxx Indemnity Group, Inc.

Three Xxxx Xxxxx Xxxx

Xxxxx 000

Xxxx Xxxxxx, XX 00000

Re: Amendment No. 3 to Management Agreement

Ladies and Gentlemen:

We refer to (i) the Management Agreement (the “Original Agreement”), dated as of September 5, 2003, by and among United America Indemnity, Ltd., formerly Vigilant International, Ltd., an exempted company formed with limited liability under the laws of the Cayman Island (“UAIL”), Fox Xxxxx & Company, LLC, a Delaware limited liability company (“Fox Xxxxx”), as amended by Amendment No. 1 thereto (the “First Amendment”), dated on May 25, 2006, and as further amended by the assignment, assumption and amendment of the Management Agreement, dated March 16, 2011 (the “Second Amendment” and together with the Original Agreement and the First Amendment, the “Management Agreement”).

Global Indemnity (Cayman) Limited (the “Company”) and Fox Xxxxx have agreed to further amend the Management Agreement, as set forth herein. Capitalized terms used herein, but not otherwise defined shall have the meanings ascribed to them in the First Amendment.

The Company and Fox Xxxxx hereby agree that the Management Agreement is amended, as follows, by deleting “Such Annual Service Fee shall continue and be payable until the earlier of (i) such time as the Funds no longer hold an indirect equity investment in the Company and” and inserting the following in lieu thereof “Such Annual Service Fee shall continue and be payable until the earlier of (1) such time as the Funds no longer hold a direct or indirect equity investment in Global Indemnity plc and”.

Except as expressly amended, modified and supplemented herein, all other provisions of the Management Agreement shall remain in full force and effect.

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Please confirm the foregoing is in accordance with your understanding and agreement with Fox Xxxxx by signing a copy of this letter agreement in the space provided below.

Very truly yours,
FOX XXXXX & COMPANY, LLC
By:
		Name:		Xxxx X. Xxx
		Title:		Managing Member

Agreed and accepted:
GLOBAL INDEMNITY (CAYMAN) LIMITED
By:
		Name:		Xxxxxx X. XxXxxxxx
		Title:		Director

Please confirm the foregoing is in accordance with your understanding and agreement with Fax Xxxxx by signing a copy of this letter agreement in the space provided below.

Very truly yours,
FOX XXXXX & COMPANY, LLC
By:
		Name:		Xxxx X. Fax
		Title:		Managing Member

Agreed and accepted:

GLOBAL INDEMNITY (CAYMAN) LIMITED

By:

Name:

Title: