EXHIBIT 10(xxiii) CONFORMED [Letterhead Of INTERCARGO CORPORATION] 140 East American Lane, 20th Floor Schaumburg, Illinois 60173 February 14, 1995 Mr. Alan R. Gruber Chairman & Chief Executive Officer Orion Capital Corporation 600 Fifth Avenue New York, NY 10020-2301 Dear Alan: This letter amends the Letter Agreement dated September 13, 1993 (the "Agreement") between Intercargo Corporation (the "Company") and Orion Capital Corporation ("Orion") with respect to Orion's ownership of shares of the Company's common stock. For purposes of this amendment, the definitions as set forth in the original Agreement shall have the same meanings in this letter. By this letter the Company and Orion agree that the Agreement is amended as follows: 1. The "Percentage Limitation" referred to in Clause (A) of Section 5(a) of the Agreement is increased to "24.9%". 2. Section 4 is amended by adding the following new sentence as the final sentence: "Orion agrees that prior to December 31, 1998, it will not seek, directly or indirectly, to have more than one person designated by it elected to the Board of Directors of the Company, and prior to that date Orion shall be limited to one representative on the Board of Directors." 3. All other terms and conditions of the Agreement remain unchanged. Mr. Alan R. Gruber February 14, 1995 Page 2 This amendment to the Agreement is conditioned upon Orion and Intercargo receiving all required regulatory approvals from the States of Illinois and California. Very truly yours, INTERCARGO CORPORATION By /s/ James R. Zuhlke ---------------------- James R. Zuhlke President and Chief Executive Officer Accepted and agreed on the date written above: ORION CAPITAL CORPORATION By: /s/ Alan R. Gruber ---------------------------------- Alan R. Gruber Chairman and Chief Executive Officer