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 regulat