EX-10.5

Exhibit 10.5

DATED 20 December 2022

FIDELIS INSURANCE IRELAND DAC

and

PINE WALK EUROPE S.R.L.

BINDER AGREEMENT

relating to

PROJECT COOPER

- i -

- ii -

THISAGREEMENTismadeon20December2022

BETWEEN

(1)FIDELIS INSURANCEIRELANDDAC,adesignatedactivitycompany incorporated inIreland(registerednumber617908),whoseregisteredofficeisatc/oMatheson,70Sir John Rogerson’s Quay, Dublin 2, Ireland (“Underwriter”); and

(2)PINEWALKEUROPES.R.L.,aprivatelimitedcompanyincorporatedinBelgium (enterprise number 0752.659.028), whose registered office is at Place Marcel Broodthaers 8, 1060 Saint-Gilles, Belgium (“Coverholder”).

INTRODUCTION

(A)TheboardofdirectorsofFIHLhasdeterminedthatitisinthebestinterestsofFIHL’s members as a whole to effect the Reorganisation.

(B)In accordance with the Reorganisation, FIHL’s (re)insurance carriers (including the Underwriter) will continue to be authorised and regulated to conduct insurance business in each of the United Kingdom, the European Economic Area and Bermuda. MGU HoldcohasestablishedaMGU(includingtheCoverholder)ineachofthesejurisdictions, and each MGU has obtained authorisation from the applicable Regulatory Authority to underwrite business on behalf of the corresponding (re)insurance carrier pursuant to the terms of the Binder Agreements.

(C)The Binder Agreements are subject to the terms of a Framework Agreement (the “Framework Agreement”) entered into between FIHL and MGU Holdco, which sets out an overarching framework for the operation of the Binder Agreements, and will enablethemtocoordinatehowtheirrespectivesubsidiarieswillexercisetheirrespective rights and obligations under the Binder Agreements.

(D)The Underwriter is an insurer that is established in Ireland and is authorised and regulatedbytheCBI.TheCoverholderisaMGUthatisestablishedinBelgiumandis authorised and regulated by the Belgian FSMA.

(E)ThePartieshaveagreedthattheUnderwritershalldelegateauthoritytotheCoverholder in respect of various activities relating to its business, and that the Coverholder shall perform the Services for and on behalf of the Underwriter, pursuant to the term of this Binder Agreement (this “Agreement”) and the Framework Agreement.

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AGREEMENT

1.Definitionsandinterpretation

Definitions

1.1CapitalisedtermsthatarenotdefinedinthisAgreementshallhavethemeaninggivento them in the Framework Agreement.

1.2InthisAgreement,unlessthecontextrequiresotherwise,thecapitalisedtermssetout below have the following meanings:

“Agreement”hasthemeaninggiventoitinRecital(E);

“Authorised Individual” means any individual listed in Schedule 2 (Authorised IndividualsList)orinthelatestversionofanyUpdatedAuthorisedIndividualsListin respect of their respective area of authority or responsibility;

“Bank”hasthemeaninggiventoitinClause34.1(c);

“Belgian FSMA” means the Belgian Financial Services and Markets Authority (AutoriteitvoorFinancieleDienstenenMarkten/AutoritedesServicesetMarches Financiers);

“Claim Limit” the sum of USD 10,000,000;

“CommencementDate”means1January2023;

“Confidential Information” has the meaning given to it in Clause 39.1;

“DataProtectionCommission”meanstheIrishDataProtectionCommission;

“Framework Agreement” has the meaning given to it in Recital (C);

“Insurance Distribution Directive” means the Insurance Distribution Directive, Directive(EU)2016/97oftheEuropeanParliamentandoftheEuropeanCouncilof 20 January 2016 which was transposed into Irish law by the European Union (Insurance Distribution) Regulations 2018;

“Manufacturer”meansafirmwhichmanufacturescontractsofinsuranceforsaleto customers;

“NormalBusinessHours”hasthemeaninggiventoitinClause43.3;

“Products”meanstheproductsthattheCoverholderunderwritesforandonbehalfof the Underwriter under this Agreement;

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“Regulatory Authority” means the CBI, the Belgian FSMA, the Data Protection Commissionandanygovernmental,regulatoryauthorityorothercompetentauthority that regulates and / or supervises a Party from time to time in respect of its activities;

“ReceivingParty”hasthemeaninggiventoitinClause39.1;

“Risk Transfer Basis” means that, where the Coverholder holds: (i) any premiums from Product holders that are due to be paid to the Underwriter, such premiums shall be treated as having been paid over to the Underwriter when they are received by the Coverholder;and(ii)any returnpremiumsorclaimspayment,suchsumsshallonlybe treated as having been paid to the applicable Product holders or other beneficiaries under a Product when they are actually paid to such persons;

“UMCC”meanstheFidelisUnderwritingandMarketingConferenceCall,whichwill be attendedby representatives of theMGUGroup, and in whichall newunderwriting risks and renewals that may be effected pursuant to the Binder Agreements are presented and discussed;

“UnderwritingGuidelines”meanstheunderwritingguidelinessetoutinSchedule4 (Underwriting Guidelines) and any subsequent underwriting guidelines that may be agreed between the Parties from time to time; and

“UpdatedAuthorisedIndividualsList”hasthemeaninggiventoitinClause3.3.

Interpretation

1.3Referencestothe“Parties”aretothepartiestothisAgreement,andeachisa“Party”.

1.4Clauses1.3to1.6(inc.) oftheFrameworkAgreementshallapply mutatismutandistothe extent that they are applicable to this Agreement.

COVERHOLDERAUTHORITY

2.Period

This Agreement shall commence on the Commencement Date and shall, unless otherwiseterminatedinaccordancewithClause45,remaininforceinaccordancewith the ‘Term of each Binder Agreement’ provisions contained in clauses 2.2 to 2.6 (inc.) of the Framework Agreement, which shall be incorporated by reference into this Agreement.

3.AuthorisedIndividuals

3.1Subject to Clause 3.2, the Coverholder shall ensure that only Authorised Individuals performanyactsinrelationtothisAgreement,andthateachAuthorisedIndividualshall only act within their respective area of authority or responsibility.

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3.2Each Authorised Individual may delegate all or part of the performance of their respectiveareaofauthorityorresponsibilitytoanotheremployeewithintheCoverholder, provided that: (i) such employee is: (a) in the reasonable opinion of the delegating AuthorisedIndividual,fitandpropertoperformtherole,and (b) appropriatelymonitored at all times by the delegating Authorised Individual; and (ii) the delegating Authorised Individual remains responsible at all times for their respective area of authority or responsibility.

3.3The Coverholder shall procure that its Chief Executive Officer shall provide the UnderwriterwithanupdatedversionofSchedule2(AuthorisedIndividualsList),which hasbeensignedbytheChiefExecutiveOfficer(the“Updated Authorised Individuals List”), as soon as practicable after it becomes apparent that any Authorised Individual has ceased, or shall cease, to undertake their respective duties, or any other details contained within Schedule 2 (Authorised Individuals List) have either temporarily or permanently changed. The Coverholder’s obligation under this Clause 3.3 shall also apply in respect of occurrences of leave, holiday or sickness, where such leave, holiday or sickness is likely to materially impair the Coverholder’s performance of its duties under this Agreement unless an alternative person is appointed to perform the relevant duties(inwhichcase,suchalternativepersonshall belistedasanAuthorised Individual in the Updated Authorised Individuals List).

4.Grantofauthority

4.1TheUnderwriterherebyauthorisestheCoverholdertoperformtheServicesforandon behalf of the Underwriter in accordance with the terms of this Agreement.

4.2The Coverholder may bind any Products and any amendments to them using an automatedelectroniconlinesystem,wheretheuseofsuchsystemhasbeenagreedin writing by the Underwriter.

4.3TheCoverholdershallcomplywithanydirection,conditionorrequirement,including anyvaliddirectiontoterminategiveninaccordancewiththetermsofthisAgreement, given by the Underwriter or by any Regulatory Authority with jurisdiction over the Underwriter or the Coverholder.

4.4TheCoverholdershallonlybindProductsunderthisAgreementinaccordancewith:

(a)theUnderwritingGuidelines,whichmaybeamendedorupdatedbywritten agreement between the Parties from time to time; and

(b)theProductGuides,assetoutinschedule8(ProductGuides)oftheFramework Agreement, as may be replaced by FIHL and MGU Holdco from time to time.

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4.5InrespectofeveryProductboundunderthisAgreement,theCoverholdershall:

(a)issuecontractdocumentation,endorsementsorsuchotherdocumentsevidencing cover as set out in more detail in this Agreement;

(b)collectandprocesspremiumsandreturnpremiumsontheUnderwriter’sbehalf promptlyorwhereapplicableinaccordancewithsuchterms asagreed with the Underwriter; and

(c)assetoutinparagraph1ofSchedule1(OperationofthisAgreement),handle claims and/or settle claims in accordance with this Agreement.

4.6It shall be the responsibility of the Coverholder to notify a prospective holder of, or a beneficiaryunder,aProduct,ortheiragent,ofanycapacityinwhichitactsasagentfor the Underwriter.

4.7NothinginthisAgreementshallgranttheCoverholderauthoritybeyondthatspecifically granted by this Agreement nor shall the Coverholder act as or hold itself out as having authority on behalf of the Underwriter where such authority does not arise or no longer arises under this Agreement.

4.8NothinginthisAgreementshallbeconstruedascreatingtherelationshipofemployer and employee between the Underwriter and the Coverholder.

4.9TheCoverholdershallnottakeanystep(s)orundertakeanyact(s)oromittodoanything in relation to the Services, including failing to act fairly to holders of, or beneficiaries under, a Product, which is likely to be detrimental to the reputation of the Underwriter.

AGENCYANDREVIEWPROVISIONS

5.JointReferralForum

5.1ThePartiesacknowledgeandagreethattheirrespectiveappointeestotheJointReferral Forum shall be as set out in paragraph 2 of Schedule 1 (Operation of this Agreement) and, if necessary, each Party shall replace any appointee as soon as reasonably practicable.

5.2ThePartiesacknowledgeandagreethattheJointReferralForumcanactontheirbehalf and, where applicable bind the Parties, in the following circumstances:

(a)if the minimum term of this Agreement does not roll into a Subsequent Underwriting Year, in determining how the Parties will facilitate the transfer of renewals of the business that the Coverholder has underwritten away from the Underwritertoathirdpartycapitalproviderinanorderlymannerattheexpiryof the remaining term and in linewith Applicable Lawpursuant to clause 2.5 ofthe Framework Agreement;

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(b)inrespectofanydiscussionsrelatingtocertaincoursesofactionthateitherParty shouldtakeintheevent ofaJRFNotificationunderclause5.6oftheFramework Agreement, including being bound by the outcome of such discussions;

(c)providing the Coverholder with approval in writing for and on behalf of the UnderwritertounderwriteanybusinessinexcessoftheUnderwritingParameters in any Underwriting Year pursuant to clause 9.6 of the Framework Agreement;

(d)producing a written remediation plan that sets out how FIHL will, with reasonable assistance from the MGU Group (such assistance not extending to capitalorotherfinancialsupport):(1)mitigatetheriskof,orreverse,theRatings Downgrade or Negative Outlook; and (2) raise additional capital, or reallocate capital between LOBs and its insurance subsidiaries in the event of a Negative Outlook or a Ratings Downgrade; and

(e)inaccordancewiththeMid-YearChangeProcedureoraDisputeResolution Procedure.

6.FIHLandMGUHoldco

The Parties acknowledge and agree that FIHL and MGU Holdco may negotiate the terms of any Subsequent AnnualPlanfor and on their behalf underclause 9.3 of the FrameworkAgreement,savethatsuchSubsequentAnnualPlanshallonlycomeinto force if it is actually approved by the Parties at their sole discretion.

7.Sub-delegationofauthority

ThePartiesagreethattheprovisionsofclause20(Sub-Delegation)oftheFramework Agreement shall be incorporated by reference into this Agreement.

8.UnderwritingandMarketingConferenceCall

8.1TheCoverholdershall,priortoenteringintoorrenewinganypotentialunderwritingrisks or sub-contracting or sub-delegation arrangements with third party MGUs, present such proposed arrangements to the UMCC.

8.2ThePartiesshallusereasonableendeavourstoprocurethattheUMCC isatalltimes properly staffed by an appropriate range of suitably skilled and experienced senior executives.

8.3If the Coverholder becomes aware at any point that the UMCC is not, or there is a reasonableprospectthattheUMCCwillnotbe,properlystaffedbyanappropriaterange ofsuitablyskilledandexperiencedseniorexecutivesfromtheMGUGroup asdescribed in Clause 8.2, it shall usereasonable efforts to ensurethat theUMCC becomes properly staffed, and shall periodically inform the Underwriter of its progress.

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ANNUALPLANANDMID-YEARCHANGEPROCEDURE

9.GroupAnnualPlanandGroupUnderwritingStrategy

The Parties shall, where required by either FIHL or MGU Holdco, participate in the formulationoftheGroupUnderwritingStrategyandGroupAnnualPlanin respectof each Underwriting Year.

10.AnnualPlan

10.1TheAnnualPlaninrespectofthefirstUnderwritingYearofthisAgreementshallbeas set out in Schedule 3 (First Annual Plan).

10.2Save where Clause 6 applies, the Parties shall negotiate and agree the terms of any Subsequent Annual Plan pursuant to the provisions of clause 9 (Negotiation and AgreementofSubsequentAnnualPlans)oftheFrameworkAgreement,whichshallbe incorporated by reference into this Agreement.

10.3The Underwriter may notify the Coverholder in writing of any material deterioration in the Technical Ratio for any LOB in relation to the detailed plan for ensuring that the performance of the LOB will fall within the Technical Ratio in the Subsequent UnderwritingYearinaccordancewithclause9.11oftheFrameworkAgreement,which shall be incorporated by reference into this Agreement.

11.Mid-YearChangeProcedure

The Parties shall follow the mid-year change procedures set out in clause 10 (Mid-Year Change Procedure) of the Framework Agreement in respect of any material or non-material change to the AnnualPlan (including any Mid-YearRe-Allocation)that is intended to be made outside of the procedure set out in clause 9 (Negotiation and AgreementofSubsequentAnnualPlans)oftheFrameworkAgreement,andclause10 (Mid-YearChangeProcedure)ofthe Framework Agreementshallbeincorporatedby reference into this Agreement.

12.MaintenanceofCapital

12.1The Underwriter shall prepare and provide to the Coverholder, as soon as reasonably practicable following the date upon which any Subsequent Annual Plan is agreed, ForecastProjectionsforboththecorrespondingSubsequentUnderwritingYearandfor the two following Subsequent Underwriting Years (on the basis that the Subsequent Annual Plan remains the same in such Subsequent Underwriting Years).

12.2TheUnderwritershall takeall necessarystepsto ensurethat,at alltimesduringtheterm ofthisAgreement,itmaintainssufficientcapital(includingasufficientcapitalbuffer)to both meet its obligationsunder theCurrent Annual Plan, and to ensurethat it adheresto all Rating Agency Requirements (where applicable, in accordance with the figures pertaining to the applicable Underwriting Year set out in the Forecast Projections). The

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Underwriter shall ensure that its adherence to the obligations contained in this Clause 12.2shalltakeprecedenceoveranydividendpolicythatitmayhaveinplace.

12.3ThePartiesacknowledge that,asattheCommencementDate, FIHLhasbeenplacedon Negative Outlook by S&P as a result of the proposed Reorganisation. Accordingly, the Parties Agree that Clauses 12.4 to 12.9 (inc.) shall not apply in relation to S&P for the durationofthiscurrentratingNegativeOutlook,andshallonlyapplyinrelationtoS&P to any further Negative Outlooks by S&P that may separately occurat any point during the term of this Agreement.

12.4SubjecttoClause12.5,thefollowingprovisionsshallapplyduringanInitialNegative Outlook Period:

(a)ifaRequestingCustomereither:(i) wishestowithdrawitsexistingbusinessfrom the Underwriter during the applicable term; or (ii) is unwilling to place new (re)insurance business with the Underwriter, in each case due to the Negative Outlook, subject to MGU Holdco promptly notifying FIHL of such Requesting Customers, the Coverholder may place such business with one or more third party capital providers (provided the Negative Outlook has not been reversed before that time) pursuant to clause 12.7(a) of the Framework Agreement; and

(b)clause13(ExclusivityandRightsofFirstOffer/RightsofFirstRefusal)ofthe Framework Agreement shall be suspended in respect of any existing or new business that the Coverholder has been requested to place with a third party capital provider by a Requesting Customer under Clause 12.4(a).

12.5Clause 12.3 shall cease to apply upon the first day of any of the following events to occur:(i)FIHLreversestheNegativeOutlook;(ii)theInitialNegativeOutlookPeriod expires, at which point Clause 12.6 shall apply; or (iii) FIHL undergoes a Ratings Downgrade, at which point Clause 12.8 shall apply.

12.6Subject to Clause 12.8, if a Ratings Downgrade Notification relates to a Negative Outlook,andsuchNegativeOutlooksubsistsbeyondtheexpiryoftheInitialNegative Outlook Period, the following provisions shall apply:

(a)subjecttoMGUHoldcopromptlynotifyingFIHLofanyRequestingCustomers, the Coverholder may continue to place existing or new business relating to such Requesting Customers with one or more third party capital providers(providedtheNegativeOutlookhasnotbeenreversedbythattime) pursuant to clause 12.9(a) of the Framework Agreement; and

(b)clause 13 (Exclusivity and Rights of First Offer / Rights of First Refusal) of the FrameworkAgreementshallbesuspendedinrespectofanysuchexistingornew business.

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12.7Clause12.6shallceasetoapplyuponthefirstofanyofthefollowingeventstooccur: (i)FIHLreversestheNegativeOutlook;or(ii)FIHLundergoesaRatingsDowngrade,at which point Clause 12.8 shall apply.

12.8SubjecttoClause12.9,intheeventofaRatingsDowngrade,thefollowingprovisions shall apply:

(a)the Coverholder may immediately: (i) subject to MGU Holdco providing prior written notice to FIHL, withdraw any existing business from the Underwriter (irrespective of whether such business is transferred during the term of the applicableproductoratrenewal)andplacesuchbusinesswithoneormorethird party capital providers; and (ii) place any new business with one or more third party capital providers; and

(b)clause 13 (Exclusivity and Rights of First Offer / Rights of First Refusal) of the FrameworkAgreementshallbesuspendedinrespectofanysuchexistingornew business.

12.9Clause12.8shallceasetoapplyifFIHLreversestheRatingsDowngrade.

EXCLUSIVITYANDROFO/ROFR

13.ExclusivityandRightsofFirstOffer/RightsofFirstRefusal

ThePartiesacknowledge andagreethattheprovisionsofclause13(Exclusivity and RightsofFirstOffer/RightsofFirstRefusal)oftheFrameworkAgreementshallbe incorporated by reference into this Agreement.

SCOPEOFAUTHORITY

14.LOBsandcoverages

The Coverholder is only authorised to underwrite business for and on behalf of the UnderwriterthatisconsistentwiththeLOBsandthecoveragessetoutintheCurrent Annual Plan, including any mid-term adjustments or alterations that are made to the Current Annual Plan at any point during the Underwriting Year.

15.Excludedclass(es)ofbusinessandcoverage(s)

TheCoverholdershallnotunderwritebusinessforandonbehalfoftheUnderwriterin respect of any class(es) of business and coverage(s) stated in paragraph 3 of Schedule 1 (Operation of this Agreement).

16.Territoriallimitations

16.1The Coverholder is authorised to bind insurances only for risks located in the territory(ies)inwhichtheUnderwriterhastheappropriatelicencesasstatedinparagraph

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4 of Schedule 1 (Operation of this Agreement) to be updated by the Underwriter following any changes.

16.2TheCoverholderisonlyauthorisedtounderwritebusinessforandonbehalfofthe Underwriter in respect of Product holders established in the territory(ies) stated in paragraph 5 of Schedule 1 (Operation of this Agreement).

16.3SubjecttoApplicableLaw,thebusinessthattheCoverholderunderwritesforandon behalf of the Underwriter is not subject to any territorial limits.

17.Maximumlimitsofliabilityorsumsinsured

The Coverholder is only authorised to underwrite business for and on behalf of the UnderwriteruptothelimitsofliabilityorsumsinsuredsetoutintheCurrentAnnual Plan.

18.PremiumsforProductsbound

All gross premiums for Products that the Coverholder has underwritten for and on behalfoftheUnderwritershallbecalculatedasstatedinaccordancewithparagraph6 of Schedule 1 (Operation of this Agreement).

19.Grosspremiumincomelimit

19.1TheCoverholdershallnotunderwriteanybusinessforandonbehalfoftheCoverholder that is in excess of the applicable Underwriting Parameters.

19.2TheCoverholdershallmonitorthetotalgrosspremiumincomeboundandshallpromptly notify the Underwriter if it becomes apparent that the total gross premium income is likely to exceed eighty-five (85) per cent of either the LOB Premium Limit or the Gross Limit, or if the Coverholder becomes aware that it is likely to exceed any other Underwriting Parameter.

19.3For the purposes of this Clause 19, gross premium income shall be defined as all premiumsandadditionalpremiums,lessreturnpremiums(beforedeductionsofany commission and excluding any Tax or policy or other charges).

20.PeriodofProductsbound

20.1EveryProductboundshallinceptduringtheperiodofthisAgreement.

20.2Each Product bound shall run to its contractual expiry date, unless cancelled or terminatedinaccordancewiththeProduct’scancellationorterminationprovisions.

20.3IntheeventofcancellationorterminationofanyProductbound,theCoverholdershall comply with any Applicable Law relating to the cancellation or termination of such Product and to the return of premium, commission, fees, charges and Taxes.

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21.AutomaticortacitrenewalofProductsbound

21.1No Product shall be bound that is subject to or is capable of automatic or tacit renewal, unlessotherwise agreedinwritingbytheUnderwriterorwheremandatory byreasonof ApplicableLaw.Whereautomaticortacitrenewalhasbeenspecificallyauthorisedoris mandatory the following provisions shall apply:

(a)theCoverholdershallmaintainadequaterecordstoidentifyandmonitor,such that it is able to comply with any applicable time frames, all Products bound which providefor or by reason ofApplicable Law aresubjectto automatic or tacit renewal or extension of the period;

(b)theCoverholdershallrevieweachProductboundpriortoitsindividualrenewal dateinordertoofferrenewaltermsortodeclinetherenewal.Thisprocessshall be carried out in compliance with any Applicable Law relating to automatic or tacit renewals;

(c)the Coverholder is responsible for and shall issue in a timely fashion the necessaryandpropernoticeofnon-renewalforindividualProductsboundto prevent their automatic or tacit renewal; and

(d)intheeventofnon-renewalorterminationofthisAgreement,theCoverholder shall provide the Underwriter with an initial report containing details of the following as soon as possible:

(i)allProductsinforceattheendoftheperiodofthisAgreementorthe effectivedateofterminationofthisAgreement,whichareormaybe subject to automatic or tacit renewal;

(ii)all Products for which terms have been offered prior to the end of the period of this Agreement or the effective date of termination of this Agreement,whichcould beboundandmaybesubjecttoautomaticor tacit renewal; and

(iii)all Products where an automatic or tacit renewal cannot be or has not been prevented; and the Coverholder shall thereafter provide monthly reportsupdatingtheinformationprovidedintheinitialreportuntilsuch time as the Underwriter confirms that no further monthly reports are required.

22.OutwardsReinsurance

22.1Subject to Clause 22.3, and provided that: (i) the Current Annual Plan is within pre-agreed parameters; and (ii) the reinsurance that the Coverholder is proposing to obtain for and on behalf of the Underwriter is consistent with the Outwards Reinsurance Strategy, the Underwriter delegates authority to the Coverholder to effect the Outwards Reinsurance Strategy in respect of each Underwriting Year by contracting with one or

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morethirdpartyreinsurersforandonbehalfoftheUnderwritertocedeallorpartofany risks that may be insured or guaranteed by the Underwriter under this Agreement.

22.2ThePartiesacknowledgeandagreethatclauses18.3to18.5(inc.)oftheFramework AgreementshallbeincorporatedmutatismutandisbyreferenceintothisAgreement.

22.3TheauthoritythattheCoverholderhastoprocurethirdpartyreinsurancecoverpursuant to this Clause 22 shall be subject to the requirement that the Coverholder obtains prior approval from the Chief Underwriting Officer of the Underwriter (which shall not be unreasonably withheld).

22.4The Underwriter shall procure that its Chief Underwriting Officer shall respond and, if thought fit, approve the third party reinsurance cover proposed by the Coverholder as soonasreasonablypracticablefollowingareasonablereviewoftheproposedthirdparty reinsurance cover, and shall respond within two (2) Business Days of receiving the proposal from the Coverholder where the proposed third party reinsurance cover is consistent with the Outwards Reinsurance Strategy.

22.5The Coverholder shall use reasonable endeavours to sweep and pay premium to the Underwriteras soon as practicable and in advance of any scheduled premium dateunder thetermsofthisAgreement,inrelationtosuchpremiumthatitholdsfortheUnderwriter that equates to the amount that the Underwriter (or FIHL for and on behalf of the Underwriter) is required to pay to third party outwards reinsurers in respect of non-proportional outwards reinsurance where such outwards reinsurance has been procured by any member of the MGU Group.

23.TransformerDeals

The Parties acknowledge and agree that clause 19 (Transformer Deals) of the FrameworkAgreementshallbeincorporatedbyreferenceintothisAgreement.

COVERHOLDERCOMMISSIONSANDEXPENSES

24.CommissionandExpenses

The Underwriter shall pay Commission and Expenses to the Coverholder in accordancewithclause16(CommissionandPayments)intheFrameworkAgreement, and all of the terms of clause 16 (Commission and Payments) in the Framework Agreement be incorporated by reference into this Agreement.

25.Refundofunearnedcommission(s)

TheCoverholdershallrefundtotheUnderwritercommission(s)onallcancelledor terminated Products and return premiums, at the same rates at which such commission(s) was(were) originally allowed to the Coverholder.

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DOCUMENTATIONFORPRODUCTSBOUND

26.Productdocumentation

Wordings,Conditions,Clauses,Endorsements,WarrantiesandExclusionsApplicableto Products Bound

26.1TheUnderwriterdelegatesauthoritytotheCoverholdertopreparethewordingsforany Products sold under this Agreement, and any other documentation relating to such Products, in accordance with the terms of clause 15 (Product Wordings) of the FrameworkAgreement,whichshallbeincorporatedbyreferenceintothisAgreement.

26.2The Parties acknowledge and agree that they both fall within the definition of Manufacturer in respect of any Products that fall within the scope of the Insurance Distribution Directive. Accordingly, the Parties agree that, in respect of such Products, theCoverholdershallhavesoleresponsibilityfortheperformanceofeachactivitylisted in Article 25(1) of the Insurance Distribution Directive.

RequirementtoIssueProductDocumentation

26.3InrespectofeveryProductbound,theCoverholdershallimmediatelyissuetotheholder of the Product or their agent either:

(a)appropriateconfirmationofcoverwhichmakesreferencetotheagreedtermsof the Product; or, where practical

(b)contractdocumentation(howsoevercalled,including“certificate”,“combined certificate” or “policy”).

26.4WheretheCoverholderhasnotalreadyissuedcontractdocumentationpursuanttoClause 26.3(b), the Coverholder shall issue contract documentation to the holder of the Product or their agent no later than thirty (30) calendar days from the inception date of the contract, or the date on which the Product is bound (if such date is after inception), or within such shorter period as may be required by any Applicable Law.

26.5In respectofeverychangemadetoeachProductbound,theCoverholdershall issuean endorsementwithinthirty(30)calendardaysorsuchshorterperiodasmayberequired by any Applicable Law.

FormatandContentofProductDocumentation

26.6All Product documentation (and any endorsements issued) shall comply with all ApplicableLaw,containalltheagreedtermsoftheProduct(ortheendorsement) between the Product holder and the Underwriter and shall contain:

(a)thefullnameandaddressoftheCoverholder;

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(b)auniquecontractnumberstatedintheschedule.(Endorsementsshallincludethe same unique contract number as for the contract to which it relates and shall be uniquely and consecutively numbered for the contract concerned);

(c)thefulltextofeachwording,condition,clause,endorsement,warranty,exclusion and any other document(s) forming part of the individual contract;

(d)thelawandjurisdictionapplicabletotheProduct;

(e)thetermoftheProduct;

(f)thelimitsofliabilityorsumsinsured;

(g)thedeductible(s)orexcess(es)ifapplicable;

(h)theamountofthepremium;

(i)aSeveralLiabilityNotice/Clauseinareasonablysatisfactoryform;

(j)astatementtotheeffectthatintheeventofaclaimtheProductholdershould send their notification to the Coverholder using the address claims@fidelisinsurance.com, or any replacement email address as may be agreed between the Parties from time to time;

(k)asuitablecomplaintsnoticeasagreedwiththeUnderwriter;

(l)astatementtotheeffectthatallenquiries(otherthanclaims)shouldbeaddressed to the Coverholder;

(m)astatementtotheeffectthattheCoverholderactsasagentfortheUnderwriterin performing its duties under this Agreement; and

(n)the signature, whether electronic or otherwise, of one or more of the applicable AuthorisedIndividualsidentifiedinSchedule2(AuthorisedIndividualsList)or, where applicable,thelatest versionofanyUpdatedAuthorised IndividualsList.

Retention,securityandprovisionofdocuments

26.7SubjecttoClause42.5,theCoverholdershallretainacopyofalldocumentsissuedand provide copies to the Underwriter upon request.

26.8All stocks of contract documentation, endorsements and other documents evidencing coverandanyelectronicmethodofstoringand/orproducingdocumentationshallbekept secure at all times. If requested by the Underwriter, the Coverholder shall promptly return or destroy all unused documents relating to this Agreement and ensure that any electronic storage and/or production of such documents by the Coverholder thereafter ceases.

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DISPUTERESOLUTION

27.DisputeResolution

27.1ThePartiesacknowledgeandagreethatalldisputesunderthisAgreement shallbesettled in accordance with clause 17.1 of the Framework Agreement, which shall be incorporated by reference into this Agreement.

27.2ThePartiesagreethat,ifanyactualorpotentialdisputeunderthisAgreementbecomesa Centralised Dispute, the Parties shall not determine such dispute themselves (or, as applicable, shall immediately cease any Dispute Resolution Procedure that they have commenced in respect of such dispute) and agree to be bound by, and act consistently with, the outcome of any Dispute Resolution Procedure undertaken by FIHL and MGU Holdco to determine such Centralised Dispute.

CLAIMSANDCOMPLAINTS

28.Procedureforthehandlingandsettlementofclaimsandpursuitofrecoveries

28.1The Underwriter agrees to grant the Coverholder authority to handle and/or settle any claims that may arise in respect of a Product, and to pursue recoveries on its behalf in accordancewiththefollowingprocedures,whichshallapplyunlessreplaced,amended or supplemented by the Underwriter in accordance with Clause 28.3:

(a)theCoverholdershallhaveauthorityto adjust,agreeandsettleclaimswherethe totalvalueoftheclaimdoesnotexceedtheClaimLimitandshallreviewclaims estimates for these claims;

(b)theCoverholdershallhavenoauthoritytoagreeorsettleanyclaimorpart thereof on an ‘ex gratia’ or ‘without prejudice’ basis or any similar basis;

(c)theCoverholdershallpromptlynotifytheUnderwriterforinstructionsonall claims which exceed or are likely to exceed the Claim Limit;

(d)theCoverholdershallrefertotheUnderwriteranyclaimthattheCoverholder considersshould bedenied,orwhichmanifestlyfalls outsidethetermsofthe Product, or if the Coverholder is in any doubt as to whether the claim is recoverable under the terms of the Product;

(e)theCoverholdershallnotifytheUnderwriterpromptlyofanyclaimorrecovery which gives rise to or is likely to give rise to any litigation;

(f)the Coverholder may instruct adjusters, surveyors, lawyers or any other third partiestoassistinthehandlingofanyclaim,includinginthepursuitofrecovery, provided that if any one claim is likely to result in an aggregate cost of at least USD600,000,theCoverholdershallreferthemattertotheUnderwriterandshall

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only issue any such instructions in relation to the claim if it has received prior written consent to do so from the Underwriter; and

(g)theCoverholdershallcomplywithsuchservicelevelsandstandardsasmaybe requiredby the Underwriterin handling and/orsettling claims and/or pursuing recoveries.

28.2The Underwriter may at any time withdraw or vary the Coverholder’s authority in respectofanyparticularclaim.Insuchcircumstances,theUnderwritershallbeentitled to make any decisions or take any action with regard to the claim that the Underwriter considers to be appropriate.

28.3The Underwriter may at any time give sixty (60) calendar days’ written notice, or any shorter period of time where the Underwriter reasonably believes that such changes are required under Applicable Law, to the Coverholder to vary, suspend or withdraw the Coverholder’s authority to handle and/or settle claims and pursue recoveries and the CoverholderagreestocomplywithanyinstructionsfromtheUnderwriterwithregardto claims handling. The Coverholder’s authority to handle and/or settle claims and pursue recoveriesshall cease or bevaried in accordance with theterms ofthewritten notice. In such circumstances the Underwriter shall be entitled to make any decisions ortakeanyactionwithregardtotheclaimswhichtheUnderwriterconsiders appropriate.

28.4Nothing in this Clause 28 (or in any procedures as stated in paragraph 1 of Schedule 1 (Operation of this Agreement)) shall in any way supersede, amend or replace any requirementsunderApplicableLawthatapplytotheCoverholderwhenithandlesand/or settles claims.

29.Complaintsorproceedings

29.1TheCoverholdershallpromptlynotifytheUnderwriterinwritingofallcomplaintsmade in relation to Products bound under this Agreement.

29.2TheCoverholdershall implementandmaintain suchproceduresasmayberequiredby theUnderwritertoensurethatcomplaintscanbedealtwithinapromptandreasonable way in compliance with Applicable Law.

29.3In all cases, the Coverholder shall promptly notify the Underwriter in writing upon becomingawareofanymatterarisingoutoftheoperationoforinconnectionwiththis Agreement which:

(a)islikelytoadverselyaffectthereputationoftheUnderwriter;

(b)mayaffectanylegalorregulatoryauthorisationsoranyauthorisationswhichthe Underwriter has to conduct insurance business;

(c)mayresultinlitigationorotherlegalorregulatoryproceedingsoractionbeing commenced against the Underwriter or the Coverholder; or

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(d)mayhaveamaterialimpactonitsabilitytocarryoutitsobligationsunderthis AgreementeffectivelyandincompliancewithApplicableLaws,includingfor theavoidanceofdoubtfinancialdifficulty,catastrophiceventsandsignificant incidents.

29.4Where the Coverholder is aware of any legal or regulatory proceedings or actions commencedagainsttheUnderwriterortheCoverholderarisingoutoftheoperationofor in connection with this Agreement, the Coverholder shall provide the Underwriter with full details of the same.

REPORTING,RECORDSANDAGGREGATEEXPOSURES

30.Riskswrittenbordereau(x)/reportingandaggregateexposures

30.1TheCoverholdershall:

(a)recordalldetailsofProductsboundunderthisAgreement;and

(b)sendormake availabletotheUnderwriterinamannerorformatagreedbythem the risks written details and any adjustments thereto within thirty (30) calendar days of the end of each calendar quarter falling within the term of this Agreement. If there is no activity during a particular reporting interval the Coverholder shall provide a statement to that effect.15

30.2TheCoverholdershall:

(a)recordandmonitortheaggregateexposuresasdefinedinparagraph7of Schedule 1 (Operation of this Agreement); and

(b)sendormakeavailabletotheUnderwriterdetailsoftheaggregateexposures,

withinthirty(30)calendardaysoftheendofeachcalendarquarterfallingwithinthe term of this Agreement.

30.3TheCoverholdershallpreparestatisticalinformationasstatedinparagraph8ofSchedule 1 (Operation of this Agreement) in respect of each calendar quarter falling within the term of this Agreement until every Product bound has expired or has otherwise been cancelledorterminated andwhereapplicableuntil allclaimshavebeenpaidorotherwise resolved. The Coverholder shall send or make available to the Underwriter such information within thirty (30) calendar days of the end of each calendar quarter falling within the term of this Agreement.

31.Accountingbordereau(x)/reportingandsettlements

31.1Allpremiums,paidclaims,outstandingclaimsandexpensesrelatingtoProductsbound under this Agreement shall be allocated and declared to this Agreement.

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31.2TheCoverholdershallreportallearnedandunearnedpaidpremiumstotheUnderwriter by:

(a)preparingpremiumbordereauxinamannerorformat(s)agreedbythe Underwriter; or

(b)makingtheaccountinginformationavailabletotheUnderwriterinanalternative manner agreed in advance by the Underwriter.

The Coverholder shall report the accounting information on a monthly basis by the applicableMonthlyCalculationsPresentationDateuntileveryProductboundunder this Agreement has expired or has otherwise been cancelled or terminated.

31.3TheCoverholdershallreportpaidclaims,outstandingclaimsandlossreservestothe Underwriter by:

(a)preparingclaimsandlossreservesbordereauxin amannerorformat(s)agreedby the Underwriter; or

(b)makingtheclaimsandlossreservesinformationavailabletoUnderwriterinan alternative manner agreed in advance by the Underwriter.

Subject to Clause 31.4, the claims and loss reserves information shall be reported withinthirty(30)calendardaysoftheendofeachcalendarquarterfallingwithinthe termofthisAgreementuntil everyProductbound hasexpiredor hasotherwisebeen cancelled or terminated and all such claims have been paid or otherwise resolved.

31.4TheCoverholdershallpromptlyprovidetheUnderwriterwithanymaterialupdatesin respect of any claims made under any Product that may exceed the Claims Limit.

31.5SettlementsshallberemittedtotheUnderwriterwithinthemaximumnumberofdaysof the end of each interval as stated in paragraph 9 of Schedule 1 (Operation of this Agreement).

32.Records,statisticalinformationandaudit/inspection

32.1The Coverholder shall establish and maintain complete records relating to all Products bound,claimshandledandrecoveriespursuedunderthisAgreement.Suchrecordsshall be and shall remain the property of the Underwriter.

32.2TheUnderwriter,externalauditorsorotherrepresentativesappointedbytheUnderwriter shallhavetherightatanytimeduringNormalBusinessHours,withoutanyrestrictionor limitation, to have access to any of the Coverholder’s business premises where the Coverholdercarriesonbusinessthatis thesubject ofthisAgreementtoinspect andaudit any records, statistical information, systems and processes (including electronic systems andprocesses) oftheCoverholderrelatingto Productsboundandto theoperationofthis

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Agreement (including in relation to claims and recoveries) and shall have the right to make copies or extracts of any such records.

32.3The Coverholder undertakes to deal openly and co-operatively with any Regulatory Authority in relation to the operation of this Agreement. The Coverholder shall permit any Regulatory Authority without any restriction or limitation, to have access to any of its business premises wheretheCoverholdercarriesonbusinessthatis thesubjectofthis Agreementtoinspectandaudittherecords,statisticalinformation,accountsandbusiness processes relating to the operation of this Agreement. The Coverholder shall, unless prohibited by Applicable Law, inform the Underwriter promptly in the event that any Regulatory Authority exercises or seeks to exercise any right to inspect or audit the records held by the Coverholder in relation to this Agreement.

32.4Subject to Clause 42.5, the Coverholdershall retain all records, including electronic, relatingtoallProductsbound,claimshandledandrecoveriespursuedforaminimum period of seven (7)years orfor such longer period asmay berequiredby Applicable Law.

32.5The Coverholder shall provide to the Underwriter any information as the Underwriter mayreasonablyrequirefromtimetotimerelatingtoProductsbound,claimsarisingand the operation of this Agreement.

ADVERTISING

33.Advertisingandpromotionalmaterial

The Coverholder must agree with the Underwriter any specific marketing or promotionalmaterialtobeusedinrelationtotheProductstobeboundunderthis Agreement, including on any internet website, portal or similar online system.

BANKACCOUNTS

34.Separatebankaccounts

34.1AllmoniesreceivedbytheCoverholderfromoronbehalfoftheUnderwritershallbe receivedbytheCoverholderin afiduciarycapacityandonaRiskTransferBasisand:

(a)shallbereceivedbytheCoverholderasassetsoftheUnderwriter;

(b)shall on receipt be deposited immediately by the Coverholder into a premium moniesaccountwithassetsstandingtothecreditofthataccountbeingheldina fiduciary capacity solely on behalf of the Underwriter for the purpose of the onwards transmission of those monies (for the purposes set out at Clause 34.1(d)(ii)) and the monies shall not be otherwise held or retained;

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(c)thepremiummoniesaccountreferredatClause34.1(b)shallbeheldatabank(or other institution regulated for taking deposits as may be agreed by the Underwriter) (the “Bank”) which is:

(i)regulated,supervisedandexaminedbytheapplicableRegulatory Authority; and

(ii)subject,whereapplicable,toanynationaldepositinsurancescheme;

(d)thepremiummoniesaccountshallbeoperatedinaccordancewithanyApplicable Law and:

(i)shallbeclearlyidentifiedtotheBankasapremiummoniesaccount;

(ii)may not be used by the Coverholder for any purpose other than for the purpose of settling accounts with the Underwriter or the payment of commissions, premium refunds or claims to clients asenvisagedin this Agreement,oranyothertransactionswhereexpresslyauthorisedbythe Underwriter or in accordance with Clause 34.2. For the avoidance of doubt, and without prejudice to the generality of the foregoing, the Coverholder may not invest these monies in any way without the prior written consent of Underwriter; and

(iii)the assets held in the premium monies account may not be commingled withassetsinrespectoftheCoverholder’sgeneraloroperatingaccount, or assets relating to other insurers;

(e)shall be identified in the Coverholder’s book of account, separately from other funds similarly held by the Coverholder for other insurers and/or the Underwriter, such book of account to be reconciled on a regular basis, not less thanmonthly,withrecords beingretainedforinspectionbytheUnderwriterorits representatives, who shall have the right at any time, without restriction or limitationtoinspectandauditsuchrecords,andtomakecopiesorextractsofany such records; and

(f)the Coverholder shall take all reasonable steps as may be requested by the Underwriter to put the Bank on notice as to the nature of the premium monies account and that the Bank is not to be entitled to any charge, encumbrance or lien,orrightofset-off,combination,compensationorretentionagainstmonies standing to the credit of the premium monies account.

34.2WhererequiredbyApplicableLaw,thisClause34shallalsoprovideauthorityfromthe Underwriter for the Coverholder to retain for its own use and benefit any interest whichshallaccrue,inaccordancewiththetermsofthisAgreement,totheaccount described in Clause 34.1(c).

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COMPLIANCE,REGULATORYANDGENERALREQUIREMENTS

35.Licencesandtaxes

35.1ItistheresponsibilityoftheCoverholderinrespectofperformingitsdutiesunderthis Agreement:

(a)to ensure that it (and where relevant its directors, officers, partners or other individuals named in this Agreement) maintains all necessary licences, authorisations,registrationsandqualificationsinordertoperformitsdutiesunder this Agreement and where necessary to ensure that all Products bound are accepted through a properly licensed intermediary;

(b)toensurethecollectionandforwardingtotheUnderwriterofanyTax(es)due from Productholders and disbursementofany refunds ofsuchTax(es)dueto Product holders; and

(c)where required by Applicable Law, to collect Tax(es) due from Product holders andpayTax(es)totheappropriateTaxationAuthorityandtomakeanynecessary returns and to ensure any disbursements of refunds of such Taxes are made to Product holders.

35.2AllapplicableTax(es)shallbeshownseparatelyonthedocumentationissuedtothe Product holder and not concealed from the Product holder or the Underwriter.

35.3TheCoverholdershallpromptlynotifytheUnderwriterofanyTaxinspectionorauditin relationtothisAgreementoranyProductboundunderthisAgreementandoftheresults of such inspection or audit.

35.4TheCoverholdershallusereasonableendeavourstoensurethatinternalauditactions associated with the provision of Services to the Underwriter are notified to the Coverholder on the agreed basis and completed within agreed timescales and/or extensions.

36.Commission,feesandcharges

Any commission, fees and charges applied by the Coverholder shall not breach any Applicable Law(s). All such commission, fees and charges shall be shown separately onthedocumentationissuedtotheProductholderandnotconcealedfromtheProduct holder or the Underwriter.

37.Indemnityinsurance

37.1TheCoverholdershallmaintain,forthedurationofthisAgreement,indemnityinsurance with at least atotallimitof indemnity ofnot less than USD 60,000,000 applying to each claim and in aggregate USD 60,000,000 per year for all claims in connection with the operation of this Agreement or such other minimum amount as may be specified under

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Applicable Law from time to time, for any liability arising out ofnegligentacts,errorsoromissionsbytheCoverholderincludinganypastorpresent director, officer, partner or employee of the Coverholder.

37.2TheCoverholdershallprovidetheUnderwriteroritsrepresentativeswithevidence acceptable to the Underwriter confirming such insurance if requested.

37.3TheCoverholdershallinformtheUnderwriterofanychangestotheindemnityinsurance providing coverage in connection with the operation of this Agreement.

38.Businesscontinuity

38.1The Coverholder shall maintain and implement an adequate business continuity and disaster recovery plan an initial copy of which is set out at Schedule 6 (Business Continuity Plan). Theplan shall ensure the Coverholder’sability to continue to perform itsobligationsunderthisAgreement.TheCoverholdershallcarryoutregulartestingand updating of the plan.

38.2TheCoverholdershallnotifytheUnderwriterof:

(a)anymaterialdeficienciesidentifiedintheplan;or

(b)anysignificantchangestheCoverholdermakestotheplan

thatmayhaveaseriousimpactontheCoverholder’sabilitytoperformitsdutiesunder this Agreement.

39.Confidentiality

39.1EachParty(a“ReceivingParty”)undertakesthatitshallnotatanytimedisclosetoany person and shall treat as confidential all information of aconfidential naturereceived or obtained directly or indirectly as a result of entering into or performing this Agreement except as expressly permitted in writing by the other Party or by Clause 39.2. Confidential information shall include (but not be limited to) information of a confidential nature relating to policies and policyholders and the business affairs, strategies, commercial and technical knowledge of the Parties or their respective subsidiaries (“Confidential Information”).

39.2SubjecttoClause42.5,theReceivingPartymaydiscloseConfidentialInformation:

(a)to its affiliates, employees, officers, external auditors, professional advisers, consultants or third party service providers (and, where applicable, its professional indemnity insurers) who need to know such information for the purposes of enabling the Receiving Party to carry out its obligations under this Agreement. The Receiving Party shall use all reasonable endeavours to ensure thatitsemployees,officers,externalauditors,professionaladvisers,consultants or

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third party service providers to whom it discloses Confidential Information comply with this Clause 39.

(b)where required by Applicable Law, court order or any governmental or RegulatoryAuthorityprovidedthat,subjecttoanylegalorregulatoryobligations that apply to the Receiving Party, the Receiving Party shall give noticetotheotherPartythatitproposestodisclosetheConfidentialInformation;

(c)wheretheConfidentialInformationisnowinorcomesintothepublicdomain otherwise than as a result of a breach of this Clause 39; and

(d)wheretheConfidential InformationisalreadyknownbytheReceivingPartyin circumstanceswhenitwasnotboundbyanyformofconfidentialityobligation.

39.3Intheeventofabreach orasuspected breachofitsobligationsunderthisClause39,the ReceivingPartymustnotifytheotherPartypromptlyanduseallreasonableendeavours, at their own cost, to remedy or mitigate the effects of such a breach.

40.Conflictsofinterest

40.1The Coverholder must act in what it believes to be the interests of the Underwriter and ensurethatithasnoactualorpotentialconflictsofinterestswiththeUnderwriterwhich may impair the Coverholder’s performance of its duties under this Agreement.

40.2The Coverholder shall not be treated as contravening Clause 40.1 because of the existenceofaconflictinginterestiftheexistence,natureandextentofthatinteresthas beenfully disclosedtotheUnderwriterand suchinteresthasbeenduly enteredintoin accordance with any relevant terms of this Agreement.

40.3Nothing in this Agreement overrides the Coverholder’s duty to place the interests of its client before all other considerations nor shall this Agreement override requirements in ApplicableLawthatmayapplytotheCoverholder,theUnderwriterortheplacingofany insurance business.

40.4NotwithstandingClause40.1,theUnderwriteragreesthattheCoverholderisunderno obligation to place business under this Agreement.

41.Compliancewiththelawandfinancialcrime

41.1Without prejudice to any of the rights or obligations otherwise specified in this Agreement, the Coverholder shall comply with all Applicable Law for the legal and propersolicitation and handling of all Products bound or intended to be bound, and shall useitsbestendeavoursto ensurethatanyotherpartieswithwhomitdealsincarryingout its duties under this Agreement comply with such Applicable Law where applicable.

41.2TheCoverholdershallnotundertakeanyactivitywhichfacilitatestheevasionofTaxes anywhere in the world or which would constitute a criminal act in the jurisdiction in

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which it is located or doing business, or which would expose the Underwriter to any criminal sanction.

41.3The Coverholder shall conduct its business in accordance with all relevant financial crime and international economic, financial or trade sanctions laws and regulations. In addition, the Coverholder shall not act contrary to any additional requirements concerning:(i)internationaleconomic,financialortradesanctions;(ii)thepreventionof the facilitation of tax evasion; or (iii) financial crime set by the Underwriter other than where compliance with those requirements would be contrary to Applicable Law.

41.4TheCoverholder,onbehalfoftheUnderwriter,shallnotprovidecoverorpayanyclaim or provide benefit hereafter to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose the Coverholder and/or the Underwritertoanysanction,prohibitionorrestrictionunderanyapplicableinternational economic, financial or trade sanctions laws or regulations.

41.5TheCoverholdershallnotaccept,offerorfacilitatepayment,consideration,oranyother benefit, which constitutes an illegal or corrupt practice contrary to any applicable anti-bribery law.

41.6TheCoverholdershallmaintainonanongoingbasisappropriatesystems,proceduresand controls designed to prevent any breach of this Clause 41.

42.Dataprotection

42.1The Coverholder and the Underwriter acknowledge and agree that where the CoverholderortheUnderwriterprocessespersonaldataunderorinconnectionwiththis Agreement it alone determines the purposes and means of processing as a controller.

42.2InrespectofthepersonaldatathattheCoverholder ortheUnderwriterprocessesunderor in connection with this Agreement, it:

(a)shallcomplyatalltimeswithitsobligationsunderthedataprotectionlaw;

(b)shallnotifytheotherPartywithoutunduedelayafter,andinanyeventwithin24 hours of, becoming aware of a personal data breach; and

(c)shallassistandco-operatefullywiththeotherPartytoenableittocomplywith its obligations under the data protection law, including but not limited to in respect of keeping personal data secure, dealing with personal data breaches, complying with the rights of data subjects, carrying out data protection impact assessments and carrying out any related consultations with any supervisory authority.

42.3InrespectofthepersonaldatathattheCoverholderprocessesunderorinconnectionwith this Agreement, the Coverholder shall only process such personal data for the purposes of: (a) providing Products to Product holders and prospective Product holders; and (b)handlingclaimstotheextentallowedinthisAgreement.

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42.4The Coverholder and the Underwriter shall work together to ensure that each of them is able to process that the personal data it processes under or in connection with this Agreement for the purposes contemplated by this Agreement lawfully, fairly and in a transparentmannerandincompliancewiththedataprotectionlaw.Thisshallincludebut not be limited to entering into such other written agreements as may be required from time to time to enable the Coverholder and/or the Underwriter to comply with the data protection law.

42.5TheactivitiesoftheCoverholderunderorinconnectionwith thisAgreementinrespect of which the Coverholder processes personal data as a processor on behalf of the Underwriter,togetherwiththedataprotectionparticularsforsuchprocessing,arestated in paragraph 10 of Schedule 1 (Operation of this Agreement). In addition to Clauses 42.2, 42.2(c) and 42.4, where, under or in connection with this Agreement, the CoverholderprocessespersonaldataasaprocessoronbehalfoftheUnderwriter,the Coverholder shall:

(a)subject to Clause 42.5(b), only carry out such processing on the Underwriter’s instructionsfromtimetotime,includingwithregardtotransfersofpersonaldata toathirdcountry.TheCoverholdershallimmediatelyinformtheUnderwriterif, in its opinion, an instruction infringes any relevant data protection law;

(b)where it is required by applicable law to carry out processing otherwise than in accordancewithClause42.5(a),informtheUnderwriterofthelegalrequirement before carrying out such processing (unless prohibited from doing so by Applicable Law);

(c)notdisclosethepersonaldatatoanypersonexceptasrequiredorpermittedby this Agreement or with the Underwriter’s prior written consent;

(d)withoutprejudicetoClause39,ensurethatallpersonsauthorisedtoprocessthe personal data are under an appropriate contractual or other legal obligation to keep the personal data confidential;

(e)taking account of the nature of the processing, implement appropriate technical and organisational measures: (a) in a manner that ensures the processing meets therequirementsofthedataprotectionlawandtheprotectionoftherightsofdata subjects; (b) to keep the personal data secure and to protect against the risk of personal data breaches; (c) to assist the Underwriter in ensuring compliance with its obligation to notify data breaches to the supervisory authority and data subjects where necessary; and (d) to assist the Underwriter to comply with its obligationsunderthedataprotectionlawto respondtorequestsfor exercisingthe rights of data subjects;

(f)not process the personal data, or disclose the personal data to any party who carries on business, outside of the European Economic Area except with the Underwriter’s prior written consent and, where such consent is given, the

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Coverholder shall take such actions and enter into such agreements as the Underwritermayrequiretoensurethatsuchprocessingordisclosurecomplies with all relevant data protection law;

(g)not enter into an arrangement with any sub-contractor to process the personal datadirectly orindirectly on behalf ofthe Underwriterwithout the prior written consent of the Underwriter and, where such consent is given, the Coverholder shall enter into a written agreement with the sub-contractor that includes, as a minimum,provisionsinfavouroftheUnderwriterwhichareequivalenttothose in this Clause 42. The Coverholder shall remain fully liable to the Underwriter for any sub-contractors’ processing personal data; and

(h)at the Underwriter’s option, delete or return to the Underwriter all the personal data on termination of this Agreement and delete any existing copies of the personaldataexcepttotheextentthattheCoverholderisrequiredtoretainsuch personal data by Applicable Law.

42.6The Coverholder shall make available to the Underwriter all information necessary to demonstrateitscompliancewithitsobligationsunderthisClause42andtheUnderwriter reserves the right to audit the Coverholder’s compliance with its obligations under this Clause 42 in accordance with Clause 32.

42.7The Coverholder’s obligations under this Clause 42 shall continue throughout this Agreementandforaperiodofseven(7)yearsthereafterorsuchotherperiodasthe Underwriter may require or as may be required pursuant to Applicable Law.

42.8ForthepurposesofthisClause42andSchedule1(OperationofthisAgreement):

“controller”meansthepersonwhich,aloneorjointlywithothers,determinesthe purposes and means of the processing of personal data;

“dataprotectionlaw”meanstheEUGeneralDataProtectionRegulation,Regulation (EU)2016/679,theData ProtectionAct2018,theEUePrivacyDirective2002/58/EC (as implemented into Applicable Law and as amended or replaced from time to time) and all other Applicable Law, regulations and codes of conduct in any relevant jurisdiction relating to the processing of personal data and privacy including the guidance and codes of practice issued by the Data Protection Commission and the European Data Protection Board or any other relevant data protection supervisory authority;

“dataprotectionparticulars”means,inrelationtoanyprocessingofpersonaldataby the Coverholder under or in connection with this Agreement as a processor on behalf of the Underwriter: (a)thesubject matterand duration of the processing; (b)thenature and purpose of the processing; (c) the type of personal data being processed; and (d)thecategoriesofdatasubjects;

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“datasubject”meanstheidentifiedoridentifiablenaturallivingpersonto whomthe personal data relates;

“personaldata”meansanyinformationrelatingtothedatasubject;

“personal data breach” means a breach of security leading to the accidental or unlawfuldestruction,loss,alteration,unauthoriseddisclosureof,oraccessto,personal data transmitted, stored or otherwise processed;

“processor”meansthepersonwhichprocessespersonaldataonbehalfofthe controller; and

“supervisoryauthority”meansanindependentpublicauthoritywithauthorityunder the data protection laws over the processing of personal data.

NOTICES

43.Notices

Serviceofnotices

43.1AnynoticetobegivenunderthisAgreementmustbeinEnglishandinwriting,andmay be served by hand, by first class post or airmail (pre-paid and signed for in each case)orbyemailto theaddress oremailaddress(asapplicable)givenbelow,ortosuchother address or email address as may have been notified by either Party to the other Party for this purpose(whichshallsupersedethepreviousaddressoremailaddress (asapplicable)fromthe date on which notice of the new address is deemed to be served under this Clause 43).

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43.2AnynoticeservedinaccordancewithClause43.1shallbedeemedtohavebeen received:

(a)ifdeliveredbyhand,atthetimeofdelivery;

(b)ifsentbyfirstclasspost,at9.30a.m.onthesecondcalendardayafter(and excluding) the date of posting;

(c)ifsentbyairmail,at9.30a.m.onthefifthcalendardayafter(andexcluding)the date of posting; or

(d)ifsentbyemail,atthetimeoftransmissionbythesender,

providedthatifanoticewouldotherwisebedeemedtohavebeenreceived outside Normal Business Hours, it shall instead be deemed to have been received at the recommencement of such Normal Business Hours.

43.3ForthepurposesofClause43.2,“NormalBusinessHours”means9.00a.m.to5.30 p.m. local time in the place of receipt on any day which is not a Saturday, Sunday or publicholidayinthatlocation.InthecaseofserviceoneitherPartybyemail,theplace of receipt shall bedeemed to be theaddress specified for serviceon that Party by post.

43.4In proving receipt of any notice served in accordance with Clause 43.1, it shall be sufficient to show that the envelope containing the notice was properly addressed and eitherdeliveredtotherelevantaddressbyhandorpostedasapre-paid,signed-forfirst class or airmail letter, or that the email was sent to the correct email address.

43.5ThisClause43shallnotapplytotheserviceofanyproceedingsorotherdocumentsin any legal action.

LIMITATIONOFLIABILITY

44.LimitationofLiability

ThePartiesacknowledgeandagreethattheirrespectiveliabilitytoeachothershallbe as set out in clause 23 (Limitation of Liability) of the Framework Agreement, which shall be incorporated by reference into this Agreement.

TERMINATIONANDNON-RENEWAL

45.Termination

EitherPartymayterminatethisAgreementinaccordancewiththeprovisionsofclause 24 (Termination) of the Framework Agreement, which shall be incorporated by reference into this Agreement.

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46.Effectofterminationornon-renewal

46.1The Parties agree that clause 25 (Effect of Termination) of the Framework Agreement shall be incorporated by reference into this Agreement, and the Exit Plan referred to in clause25.3oftheFrameworkAgreementshallbethedocumentcontainedinSchedule5 (Exit Plan) of this Agreement.

46.2OncethisAgreementhasterminated(inaccordancewithClause45orbyreasonofnon-renewal of this Agreement) the Coverholder:

(a)except as stated in Clause 46.4 shall have no authority to offer terms, bind Products, renew, cancel, extend, amend or alter in any way Products already boundwithoutthepriorwrittenconsentoftheUnderwriter.Suchwrittenconsent shall only be effective where it is not in contravention of Applicable Law; and

(b)shall ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materialsareprovidedaspaperstocksbytheUnderwriter,theCoverholdershall deliverallsuchdocumentsitpossessesinconnectionwiththisAgreementtothe Underwriter or its appointed representative.

46.3TheUnderwriter’s rightstoreceivemoniesdueinrespectofProductsboundshallnotbe impaired by any of the provisions of this Clause 46 and the Coverholder agrees not to challenge these rights provided always that, if the Underwriter at its written option collects monies from brokers or other intermediaries, Product holders or others from whom monies may be due in respect of Products bound, the Underwriter shall give the Coverholder credit for such sums in account.

46.4Intheeventofnon-renewalofthisAgreement,theCoverholdershallretaintheauthority under this Agreement to cancel, amend or alter (but not extend the period of or renew) Product already bound and in respect of claims arising under such Products for the duration of any run-off period.

MISCELLANEOUS

47.Furtherassurances

On request by either Party, each Party shall, as soon as reasonably practicable at the requesting Party’s cost and insofar as it is reasonably able, do or procure the doing of all such acts and execute or procure the execution of all such documents (in a form reasonablysatisfactorytotherequestingParty)astherequestingPartymayreasonably consider necessary or appropriate to carry this Agreement into effect and to give the requesting Party the full benefit of it.

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48.Variationandassignment

48.1SavewhereClause3.3applies,novariationofthisAgreementshallbevalidunlessitis in writing and signed by or on behalf of each Party.

48.2NoPartymayassign,grantanysecurityinterest over,hold ontrustorotherwisetransfer the benefit of, or its rights under, the whole or any part of this Agreement without the priorwrittenconsentoftheotherParty(suchconsentnottobeunreasonablywithheldor delayed).

48.3Anypurportedassignment,declarationoftrust,transfer,sub-contracting,delegation, charging or dealing in contravention of Clause 48.2 is ineffective.

49.Entireagreement

49.1ThisAgreementshallconstitutethewholeagreementbetweenthePartiesrelatingtothe subject mattercontained within it to the exclusionofany terms impliedin lawthatmay be excluded by contract. They supersede and extinguish any and all prior discussions, correspondence, negotiations, drafts, arrangements, understandings or agreements relating to this Agreement.

49.2EachPartyagreesandacknowledgesthat:

(a)itisenteringintothisAgreementinreliancesolelyonthestatementsmadeor incorporated in them;

(b)itisnotrelyingonanyPre-ContractualStatement;

(c)it is not entering into this Agreement in consequence of or in reliance on any unlawfulcommunicationmadebyanyotherPartyoranyParty’sprofessional advisers;

(d)exceptasexpresslyprovidedinthisAgreement,itisenteringintothisAgreement solelyinrelianceonitsowncommercialassessmentandinvestigationandadvice from its own professional advisers; and

(e)theotherPartyisenteringintothisAgreementinrelianceonthe acknowledgements given in this Clause 49.2.

49.3NoPartyshallhaveanyliabilitywhatsoeverforanyPre-ContractualStatementunder Applicable Law.

49.4It is agreed that the only liability of each Party in respect of those statements, representations,warranties,assurancesandundertakingsmadeorgivenbyitandsetout or incorporated in this Agreement shall be for breach of contract.

49.5ThisentireagreementClausedoesnotlimitorexcludeanyliabilityforfraud.

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50.Remedies

Therights andremediesconferredonanyPartyby,orpursuantto,this Agreementare cumulativeand,exceptasexpresslyprovidedinthisAgreementareinadditionto,and without prejudice,to all otherrights and remedies otherwise availableto suchParty at law or in equity.

51.Inconsistency

If there is any inconsistency between any provisions of this Agreement and those of theFrameworkAgreement,theprovisionsoftheFrameworkAgreementshallprevail.

52.Waiver

52.1Any waiver of any term or condition of this Agreement, waiver of any breach of any termorconditionofthisAgreement,orwaiverof, orelectionwhetherornottoenforce, any right or remedy arising under this Agreement or at law, must be in writing and signedbyoronbehalfofthepersongrantingthewaiver,andnowaiverorelectionshall be inferred from a Party’s conduct.

52.2AnywaiverofabreachofanytermorconditionofthisAgreementshallnotbe,orbe deemed to be, a waiver of any subsequent breach.

52.3FailuretoenforceanyprovisionofthisAgreementatanytimeorforanyperiodshallnot waive that or any other provision or the right subsequently to enforce all provisions of this Agreement.

52.4Failure to exercise, or delay in exercising, any right or remedy shall not operate as a waiver or be treated as an election not to exercise such right or remedy, and single or partialexerciseorwaiverofanyrightorremedyshallnotprecludeitsfurtherexerciseor the exercise of any other right or remedy.

53.Counterparts

53.1ThisAgreementmaybeexecutedinanynumberofcounterparts,andbythePartiestoit onseparatecounterparts, butshallnot beeffective untileachParty hasexecutedatleast one counterpart.

53.2Eachcounterpartconstitutesanoriginal,andallthecounterpartstogetherconstituteone and the same agreement.

54.Enforceabilityclause

IntheeventthatanyportionofthisAgreementisfoundtobeinvalidorunenforceable under any Applicable Law, that portion of this Agreement shall be disapplied to the extent necessary to comply with such Applicable Law, and the remainder of this Agreement shall remain in full force and effect.

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55.Rightsofthirdparties

ApersonwhoisnotapartytothisAgreementhasnorightunderApplicableLawto enforceanytermofthisAgreement butthisdoesnot affectanyrightorremedyofa third party which exists or is available apart from that Act.

56.Jurisdictionandgoverninglaw

ThisAgreementandanynon-contractualdisputeorobligationarisingoutoforin connection with it shall be subject to the law of England and Wales and to the exclusive jurisdiction of the courts of England and Wales.

ThisAgreementisenteredintobythePartiesontheCommencementDate.

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SIGNATURES

[SignaturepagestotheIrelandBinderAgreement]

[SignaturepagestotheIrelandBinderAgreement]

Schedule5

Exit Plan

1.Introduction

1.1ThisExitPlansetsouttherightsandresponsibilitiesofthePartiestoensurethatthereis an orderly run-off in respect of any business that the Coverholder has underwritten for and on behalf of the Underwriter pursuant to the Binder Agreement.

1.2ThePartiesrecognisethepriorityoftheobligationoftheUnderwriterunderApplicable Law to maintain a sufficient degree of operational resilience in the performance of this Exit Plan. Subject to this obligation, the Parties will adopt a spirit of cooperation in running off the insurance business. In particular, the Underwriter will:

●usereasonableendeavourstoassisttheMGUGroupinitsdiscussionswithany replacement capacity provider (including with regard to information around reserving and ratings requirements in its current book);

●wheretheUnderwriterdecidestobringallorpartofanyfunctionsin-house,as soon as reasonably practicable after making such determination, where reasonably practicable, initiate discussions with the Coverholder regarding: (i)theexistingCoverholderstaffthatitintendstohire;and(ii) howtheTUPE(or equivalent) procedure will apply to the transfer of Coverholder staff in such circumstances. The Partieswill use reasonableendeavours to reach an agreement with the Coverholder regarding the transfer of staff as part of these discussions; and

●where reasonably practicable, initiateprior discussions with the Coverholder priortoexercisinganystep-inrights,ortransferringfunctionstoathirdparty provider,

●and the provisions of this Exit Plan shall be read consistently with this paragraph 1.

2.Underwriting

2.1ProductStrategyandDevelopment

2.1.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake a strategic assessmentastothefutureoperatingmodelofthebusiness.TheUnderwriter will then negotiate a new MGU or delegated underwriting authority arrangement (“DUA”), or hire in-house underwriting staff, such that there is no break in underwriting activity.

TheCoverholderwillprovidereasonableexitassistancetotheUnderwriter, including provision of all data and reporting required in order to facilitate the exit.

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2.1.2Stressedexitcontingencyplanprinciples

The Underwriter will temporarily cease sourcing new business from the Coverholder and assess future plans for the business. Management will eithernegotiateanewMGU(orotherdelegatedunderwritingrelationship) or bring underwriting resources in-house and commence directly underwriting, with in-house staff responsible for annual planning activity.

2.1.3Resourcesresponsibleforimplementingthecontingencyplan

The Underwriter Group CUO is responsible for the development of a standaloneunderwritingfunctionalstrategyandthecontingencyplan,tobe supported by the Underwriter Group COO to operationalise the plan.

2.1.4CriticaldatatobehandedovertotheUnderwriter

Allcommerciallysensitiveactuarialdata,including:

●Premiumandclaimsexperiencedata(grossandRI)

●Aggregationdata

●StandardFormuladata

●Datarequiredtocalculateregulatorycapitalrequirementsforthepurpose of developing and using an internal model

●BSCRdata

●Ratingagencydata

2.1.5Alternativesystems

In the event an exit requires the Underwriter to move off the Prequel platform,alternativevendorpackagepolicyadministration/underwriting systems are available and could be procured in the medium-term.

2.1.6Alternativethird-partysupport

AnalternativeMGUoranumberofDUAsareappropriatesubstituteforthe service in the short and medium term.

2.2Policyorigination,placement,andpost-bindadministration

2.2.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake a strategic assessmentastothefutureoperatingmodelofthebusiness.TheUnderwriter

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willthennegotiateanew MGUorDUA,orhirein-houseunderwritingstaff, such that there is no break in underwriting activity. The Coverholder will provide reasonable exit assistanceto theUnderwriter, including provision of all data and reporting required in order to facilitate the exit.

2.2.2Stressedexitcontingencyplanprinciples

In the event of an exit, review of endorsements will be conducted by an appropriate member of the Underwriting team, with ultimate responsibility retained by the Chief Underwriting Officer of the carrier within the Underwritergroupon-riskforthepolicytodetermineacceptabilityandwill beprocessedthroughtheTechnicalServicesfunctionortheservice-specific exit strategy for that service, until an alternative arrangement can be finalised.

2.2.3Resourcesresponsibleforimplementingthecontingencyplan

The Underwriter’s Group CUO is responsible for the development of a standaloneunderwritingfunctionalstrategyandthecontingencyplan,tobe supported by the Underwriter’s Group COO to operationalise the plan.

2.2.4CriticaldatatobehandedovertotheUnderwriter

Allcommerciallysensitiveactuarialdata,including:

●Premiumandclaimsexperiencedata(grossandRI)

●Aggregationdata

●StandardFormuladata

●Datarequiredtocalculateregulatorycapitalrequirementsforthepurpose of developing and using an internal model

●BSCRdata

●Broker,MGUandclientlistings

2.2.5Alternativesystems

In the event an exit requires the Underwriter to move off the Prequel platform,alternativevendorpackagepolicyadministration/underwriting systems are available and could be procured in the medium-term.

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2.2.6Alternativethird-partysupport

AnalternativeMGUoranumberofDUAareappropriatesubstitutesforthe service provided by the Coverholder and could be procured in the medium term.

2.3DelegatedAuthoritiesmanagement

2.3.1Non-stressedexitprinciples

TheCoverholderwill,priortotheserviceenddate,undertakeanassessment of the futuretargetoperating model forthefunction, and determine whether to bring Delegated Authorities Management in-house or outsource to an alternative provider (another MGU or third-party processor) such that there is no break in processing activity. If the function is brought in-house, the Coverholder will exercise its right to hire existing Coverholder staff under the TUPE (or equivalent) procedure in the first instance. The Coverholder will provide reasonable exit assistance to the Underwriter. This includes facilitating access to the Prequel platform (if not exited as part of service termination)and provisionofall dataandreporting requiredto facilitatethe exit.

2.3.2Stressedexitcontingencyplanprinciples

The Underwriter may either:

●Bring in-house the existing operations by exercising the Underwriter’s step-inrightswithrespecttothesub-outsourcingarrangementandright to hire the Coverholder’s staff

●Engageanalternativeoutsourcingprovider

●All monies that are held by the Coverholder that are due to the Underwriterwillbetransferredimmediately,unlessalegalorregulatory constraint restricts the flow of the funds to the Underwriter

2.3.3Resourcesresponsibleforimplementingthecontingencyplan

The COO is responsible for the contingency plan.

2.3.4CriticaldatatobehandedovertotheUnderwriter

●Databaseofsub-delegatedDUArelationships

●Outstanding/unprocessedBDX

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2.3.5Alternativesystems

Alternative DUA management platforms are commercially available and couldbeimplementedinthemedium-term.Aspreadsheetregistermayalso be appropriate in the short-term.

2.3.6Alternativethird-partysupport

DUAmanagementrolesaremoderatelyskilleddataprocessingroles;roles may be replaced by an outsourced Coverholder, FTCs, or FTEs with a readily available skillset.

3.Claims

3.1ClaimsManagement,Strategy&Adjustment

3.1.1Non-stressedexitprinciples

The Underwriter will, in line with the timelines detailed in the non-stressed exitplans,undertakeanassessmentastotheclaimstreatmentforthelegacy portfolio business. The Underwriter will either:

●Transferresponsibilityforclaimsservicingtoarun-offprovideror reinsurer

●Bringclaimsmanagementcapabilityin-housesuchthatthereisnobreak in claims adjustment activity.

TheCoverholderwillprovidereasonableexitassistancetotheUnderwriter, including provision of all data and reporting to facilitate the exit.

3.1.2Stressedexitcontingencyplanprinciples

The Underwriter will step-in to existing Coverholder relationships to continueclaimsactivityintheshort-term.TheUnderwriterwilltheneither:

●Transferresponsibilityforclaimsservicingtoarun-offprovideror reinsurer

●Bringclaimsmanagementcapabilityin-house.

3.1.3Resourcesresponsibleforimplementingthecontingencyplan

TheUnderwriterCOO,inconsultationwiththeUnderwriterHeadofClaims (if not dual-hatted) is responsible for the contingency plan.

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3.1.4CriticaldatatobehandedovertotheUnderwriter

Alldatanecessarytoclaimsadjustment,being:

●Livepolicydata

●Claimsfilesforopenclaims,includinganypapercopyoroff-system claims files

3.1.5Alternativesystems

In the event an exit requires the Underwriter to move off the Prequel platform,alternativevendorpackageclaimssystemsareavailableandcould be procured in the medium-term. Market systems such asECF2 and TRAX contain the majority of the Underwriter’s claims files and can be interfaced with directly to continue claims adjusting. Manual claims which are not contained within ECF2 or TRAX will need to be dealt with separately.

3.1.6Alternativethird-partysupport

IntheeventoftheexitoftheBinder,theUnderwritermaystepintoexisting relationships (e.g. ProGlobal, loss adjusters) to ensure continuity of the service. An alternative third-party claims manager may also be appointed.

4.Finance

4.1Creditcontrol

4.1.1Non-stressedexitprinciples

TheUnderwriterwill,priortotheserviceenddate,undertakeanassessment of the future target operating model for the Credit Control function, and determine whether to bring credit control in-house or outsource to an alternativeprovider(anotherMGU,DUA,orthird-partyprocessor)suchthat there is no break in credit control activity. If credit control is brought in-house, the Underwriter will exercise its right to hire existing Coverholder staff under the TUPE (or equivalent) procedure in the first instance.

The Coverholder will providereasonable exit assistanceto theUnderwriter. ThisincludesfacilitatingaccesstothePrequelcreditcontrolplatform(ifnot exited as part of service termination) and provision of all data, documentation and reporting required to facilitate the exit.

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4.1.2Stressedexitcontingencyplanprinciples

TheUnderwriterwillexerciseitsrighttohireexistingCoverholdercredit control staff under the TUPE (or equivalent) procedure and bring credit control systems, documentation and data in-house.

4.1.3Resourcesresponsibleforimplementingthecontingencyplan

The Underwriter CFO is responsible for the contingency plan, with involvementofotherspecialisedresourcewithinthefinancefunctionas required.

4.1.4CriticaldatatobehandedovertotheUnderwriter

Outstandingaccountbalancesandunreconciledcashreportswillbe provided by the Coverholder to facilitate monthly reconciliations.

4.1.5Alternativesystems

In the event an exit requires the Underwriter to move off the Prequel platform, alternative vendor package policy administration systems with similar Credit Control functionality are available and could be procured in themedium-term.Alternatively,theCoverholdermaydecidetoimplement the Oracle Credit Management module within Oracle Fusion Cloud GL.

4.1.6Alternativethird-partysupport

Credit control roles are moderately skilled; roles may be replaced by an outsourcedCoverholder,FTCs,orFTEswithareadilyavailableskillset.

4.2Annualplanpreparation

4.2.1Non-stressedexitprinciples

TheUnderwriterwill,priortotheserviceenddate,undertakeanassessment of the future target operating model of the function. With sufficient time before the service end date, the Underwriter will exercise its right to hire existing Coverholderstaff undertheTUPE (or equivalent)procedure. If the resource level from staff transferred under TUPE (or equivalent) is insufficient, the Underwriter will conduct recruitment activities for FTEs andFTCs,suchthatthefunctionisfullystaffed priortotheenddateand no break in activity occurs.

TheCoverholderwillprovidereasonableexitassistancetotheUnderwriter, including facilitation ofthetransferof employees, and provision of all data and reporting to facilitate the exit.

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4.2.2Stressedexitcontingencyplanprinciples

TheUnderwriterwillexerciseitsrighttohireexistingCoverholderFP&A staffundertheTUPE(orequivalent)procedureandbringannualplanning in-house.

4.2.3Resourcesresponsibleforimplementingthecontingencyplan

TheUnderwriterCFOisresponsibleforthecontingencyplan,with involvement of CUO as required.

4.2.4CriticaldatatobehandedovertotheUnderwriter

Allcommerciallysensitiveactuarialdata,including:

●Premiumandclaimsexperiencedata(grossandRI)

●Aggregationdata

●StandardFormuladata

●BSCRdata

Allplanningartefactsinuse,suchas:

●Templates

●Models

●Forecastingtools.

4.2.5Alternativesystems

Anaplanisareadilyavailablevendorpackage;intheeventofanexit,the Underwriterwillbeable toimplement itsowninstanceofAnaplaninthe medium-term, modelled on the same configuration that is used by the Underwriter. Spreadsheet-based business planning would be a suitable alternative in the short-term if necessary.

4.2.6Alternativethird-partysupport

FP&Arolesareacommodityhigh-skillrole;rolesmaybereplacedwith FTCs or FTEs with a readily available skillset.

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4.3Technicalpaymentsprocessing

4.3.1Non-stressedexitprinciples

TheUnderwriterwill,priortotheserviceenddate,undertake anassessment of the future target operating model of the function. With sufficient time before the service end date, the Underwriter will exercise its right to hire existing Coverholder staff under the TUPE (or equivalent) procedure. If the resource level from staff transferred under TUPE is insufficient, the Underwriter will conduct recruitment activities for FTEs and FTCs, such thatthefunctionisfullystaffedpriortotheenddateandnobreakinactivity occurs. The Coverholder will provide reasonable exit assistance to the Underwriter, including facilitation of the transfer of employees, and provision of all data and reporting to facilitate the exit.

4.3.2Stressedexitcontingencyplanprinciples

TheUnderwriterwillbringthetechnicalpaymentsprocessingactivityin-house, to be undertaken by the Underwriter’s Treasury function. The Underwriter may exercise its right to hire Coverholder staff to support delivery of the service under the TUPE (or equivalent) regulation.

4.3.3Resourcesresponsibleforimplementingthecontingencyplan

TheUnderwriterCFO,supportedbytheCIOand HeadofTreasury,is responsible for the contingency plan.

4.3.4CriticaldatatobehandedovertotheUnderwriter

Accesstooutstandingtechnicalpaymentsprocessingbacklog/mailbox

4.3.5Alternativesystems

n/a-Underwriterhasdedicatedtreasurysystem.

4.3.6Alternativethird-partysupport

Technicalpaymentsprocessingrolesaremoderatelyskilled;rolesmaybe replaced by an outsourced Coverholder, FTCs, or FTEs with a readily available skillset.

4.4Short-termcashflowforecasting

4.4.1Non-stressedexitprinciples

TheUnderwriterwill,priortotheserviceenddate,undertake anassessment of the future target operating model of the function. With sufficient time

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before the service end date, the Underwriter will exercise its right to hire existing Coverholder staff under the TUPE (or equivalent) procedure. If the resource level from staff transferred under TUPE is insufficient, the Underwriter will conduct recruitment activities for FTEs and FTCs, such thatthefunctionisfullystaffedpriortotheenddateandnobreakinactivity occurs. The Coverholder will provide reasonable exit assistance to the Underwriter, including facilitation of the transfer of employees, and provision of all data and reporting to facilitate the exit.

4.4.2Stressedexitcontingencyplanprinciples

TheUnderwriterwillbringtheshort-termcashflowforecastingactivityin-house, to be undertaken by the Underwriter’s Treasury function. The Underwriter may exercise its right to hire Coverholder staff to support delivery of the service under the TUPE (or equivalent) regulation.

4.4.3Resourcesresponsibleforimplementingthecontingencyplan

TheUnderwriterCFO,supportedbytheCIOand HeadofTreasury,is responsible for the contingency plan.

4.4.4CriticaldatatobehandedovertotheUnderwriter

Accesstolong-termcashforecast,mostrecentshort-termcashflowforecast, and written premium information.

4.4.5Alternativesystems

The Underwriter’s treasury system, GTreasury, offers a cash flow forecastingmodulethatmaybeimplementedintheshort-term.Spreadsheet-basedcash-flowforecastingwouldbeasuitablealternativeintheshort-term if necessary.

4.4.6Alternativethird-partysupport

Treasuryrolesareacommodityhigh-skillrole;rolesmaybereplacedwith FTCs or FTEs with a readily available skillset.

5.OutwardsRI

5.1OutwardsRIcollateralmanagement

5.1.1Non-stressedexitprinciples

TheUnderwriterwill,priortotheserviceenddate,undertake anassessment of the future target operating model of the function. With sufficient time before the service end date, the Underwriter will exercise its right to hire existing Coverholder staff under the TUPE (or equivalent) procedure. If the

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resource level from staff transferred under TUPE is insufficient, the Underwriter will conduct recruitment activities for FTEs and FTCs, such thatthefunctionisfullystaffedpriortotheenddateandnobreakinactivity occurs. The Coverholder will provide reasonable exit assistance to the Underwriter, including facilitation of the transfer of employees, and provision of all data and reporting to facilitate the exit.

5.1.2Stressedexitcontingencyplanprinciples

TheUnderwriterwillbringtheRIcollateralmanagementactivityin-house, to be undertaken by the Underwriter’s Treasury function. The Underwriter may exercise its right to hire Coverholder staff to support delivery of the service under the TUPE (or equivalent) regulation.

5.1.3Resourcesresponsibleforimplementingthecontingencyplan

TheUnderwriterCFO,supportedbytheCIOand HeadofTreasury,is responsible for the contingency plan.

5.1.4CriticaldatatobehandedovertotheUnderwriter

n/a-CriticaldataisstoredinUnderwriter’ssystem.

5.1.5Alternativesystems

n/a-UnderwriterhasdedicatedORIsystem.

5.1.6Alternativethird-partysupport

Collateralmanagementrolesareacommodityhigh-skillrole;rolesmaybe replaced with FTCs or FTEs with a readily available skillset.

6.TechnicalServices

6.1Premiummanagementandbindingoperations

6.1.1Non-stressedexitprinciples

TheUnderwriterwill,priortotheserviceenddate,undertake anassessment of the futuretargetoperating model forthefunction, and determine whether to bring Premium Management and Binding Operations in-house or outsourceto analternativeprovider(anotherMGUorthird-partyprocessor) such that there is no break in processing activity. If the function is brought in-house,theUnderwriterwillexerciseitsrighttohireexistingCoverholder staff under the TUPE (or equivalent) procedure in the first instance. The CoverholderwillprovidereasonableexitassistancetotheUnderwriter.This includes facilitating access to the Prequel platform (if not exited as part of

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service termination) and provision of all data and reporting required to facilitate the exit.

6.1.2Stressedexitcontingencyplanprinciples

The Underwriter may either:

●Bring in-house the existing operations by exercising the Underwriter’s step-inrightswithrespecttothesub-outsourcingarrangementandright to hire the Coverholder’s staff

●Engageanalternativeoutsourcingprovider.

6.1.3Resourcesresponsibleforimplementingthecontingencyplan

The COO is responsible for the contingency plan.

6.1.4CriticaldatatobehandedovertotheUnderwriter

AccesstooutstandingprocessingTechnicalServicesbacklog/mailbox.

6.1.5Alternativesystems

In the event a non-stressed exit requires the Underwriter to move off the Prequel platform, alternative vendor package policy administration/underwritingsystemsareavailableandcouldbeprocuredin the medium-term.

6.1.6Alternativethird-partysupport

Technicalservicesrolesaremoderatelyskilleddataprocessingroles;roles may be replaced by an outsourced Coverholder, FTCs, or FTEs with a readily available skillset.

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Schedule 6

BusinessContinuityPlan

1.Underwriting

1.1ProductStrategyandDevelopment

1.1.1ToleranceLevels

As this service relates to the provision of advice that is strategic in nature andnon-timesensitive,thereissignificanttolerancetodisruptionsordelays (up to 1 month). Non-performance of the service would result in the strategic stagnation of the Underwriter’s offerings in the market over the longer term.

1.1.2SystemOutages

Intheeventofunavailabilityofsystems,e.g.Prequel,theCoverholderwill temporarily cease activities insofar as data is required. If system outages persist and outputs from the service are required, activities may be performed from the most recent backup of data, or previous year product strategy documents can be used, whichever is deemed to provide a more accurate view by the Underwriter.

1.1.3StaffingShortages

Iftheserviceisunabletobeperformedduetoshortageofunderwritingstaff (e.g. caused by staff attrition), the Coverholder will use the previous year’s underwriting product strategy documents until current year documentation can be produced. The Coverholder will make commercially reasonable efforts to recruit additional underwriting staff to perform the service if shortages persist for longer than one month.

1.2Policyorigination,placement,andpost-bindadministration

1.2.1ToleranceLevels

Asthisservicerelatestothefront-officeoriginationofnewbusiness,thereis minimal tolerance to disruptions or delays (up to 24 hours). Non-performanceoftheservicewouldresultintheCoverholderbeingplacedinto involuntary run-off and revenue being foregone.

1.2.2SystemOutages

In the event of unavailability of systems, e.g. Prequel, the Coverholder will continue to underwrite business insofar as is possible without system support,usingtemplatesmaintainedinEUCsolutions.TheCoverholderwill enter

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data maintained off-system during the outage into the relevant system within one month of the service being restored.

1.2.3StaffingShortages

Iftheserviceis unable to beperformedduetoshortageofunderwritingstaff causedbystaffattritionthatpersistslongerthanonemonth,theCoverholder willmakecommerciallyreasonableeffortstorecruitadditionalunderwriting staff to perform the service.

1.3DelegatedAuthoritiesmanagement

1.3.1ToleranceLevels

As this service relates to ongoing processing activities, there is moderate tolerancetodisruptionsordelays(uptooneweek).Non-performanceofthe service would result in a backlog of processing activity accumulating.

1.3.2SystemOutages

Intheeventofunavailabilityofsystems,e.g.theDUAtool,theCoverholder will temporarily cease activities insofar as access to these systems required. The Coverholder will continue to operate other aspects of the service on a best-efforts basis, using EUC solutions. The Coverholder will enter the data maintainedoff-systemduringtheoutageinto therelevantsystemwithinone month of the system outage event occurring.

1.3.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within one week. If the disruption persists beyond one week, the Coverholder will:

●RedeploystafffromelsewherewithintheCoverholderorganisation to undertake processing activities

●BeginrecruitmentforFTCs

●Approachathird-partyoutsourcefirm

The Coverholder will eliminate any backlog developing as a result of staffingshortageswithinonemonthofthestaffingshortageeventoccurring

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2.Claims

2.1ClaimsManagement,Strategy&Adjustment

2.1.1ToleranceLevels

Asthisservicerelatestotheadjustmentofclaims,consideringtheprofileof the Underwriter and Coverholder’s joint policyholders, the service has moderate tolerance to disruptions or delays (up to one week). Non-performance of the service over the short term may result in policyholder complaints,andoverthelongertermexposetheUnderwriterto reputational damage, regulatory and legal risks.

2.1.2SystemOutages

In the event of unavailability of systems, e.g. Prequel, DXC Xchanging (ECF2), Charles Taylor (TRAX), the Coverholder will continue to service claims by utilising each system’s disaster recovery solution wherever possible. If this is not a viable option, the service will continue without system support and manually record the key information. The Coverholder willenterthedatamaintainedoff-systemduringtheoutageintotherelevant system within one month of the service being restored.

2.1.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Coverholder will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within one week. If the disruption persists beyond one week, the Coverholder will:

●Approachthethird-partyclaimsprocessor(ProGlobal)torequest additional staff

●BeginrecruitmentforFTCs

●RedeploystaffelsewherewithintheCoverholderorganisationwho have been suitably trained to work on claims activities

3.Finance

3.1Creditcontrol

3.1.1ToleranceLevels

As the service relates to the management of client account balances and cash, the service has moderate tolerance to disruptions or delays (up to one week). Non-performance of the service over the short term will extend the timelines

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forcollectionofcashandmatchingtoclientaccounts,resultingin inaccurate records. Service interruptions may also elevate risks of CASS breaches.

3.1.2SystemOutages

In the event of unavailability of systems, e.g. Prequel, Oracle, the Coverholder will continue to match cash balances using templates maintainedinEUCsolutionsandbankrecords.TheCoverholderwillenter the data maintained off-system during the outage into the relevant system within one month of the service being restored.

3.1.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within one week. If the disruption persists beyond one week, the Coverholder will:

●RedeploystafffromelsewherewithintheCoverholderorganisation, primarily Finance services, to work on credit control activities

●BeginrecruitmentforFTCs

●Approachathird-partyaccountingconsultingfirm

3.2Annualplanpreparation

3.2.1ToleranceLevels

As this service relates to an annual process that is iterative in nature and non-timesensitive,thereissignificanttolerancetodisruptionsordelays(up to 3 months). Non-performance of the service would result in the business falling back on the most recent annual plan

3.2.2SystemOutages

In the event of unavailability of systems, e.g. Oracle, Anaplan, the Coverholder will temporarily cease activities insofar as data from these systemsisrequired.TheCoverholderwillcontinuetooperateotheraspects oftheannualplanningprocessonabest-effortsbasis.Ifsystemoutages persist and outputs from the service are required, the Underwriter may instruct the Coverholder to either:

●PrepareanannualplanusingExcel

●Operateusingtheprior-year’sannualplan,adjustedforknown events

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●Prepareanupdatedplanonthebasisofthemostrecentlyavailable back-up data, adjusted for known events

3.2.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within one month. If the disruption persists beyond month week, the Coverholder will:

●RedeploystafffromelsewherewithintheCoverholderorganisation, primarily Finance services, to work on planning activities

●BeginrecruitmentforFTCs

●Approachathird-partyaccountingorconsultancyoutsourcefirm

3.3Technicalpaymentsprocessing

3.3.1ToleranceLevels

As this service relates to ongoing accounting processes, there is moderate tolerance to disruptions or delays (up to one week) for BAU payments, however there is minimal tolerance for critical payments (up to 24 hours, as definedbytheUnderwriter).Non-performanceoftheservicewouldresultin a backlog of processing activity accumulating for BAU payments, and potential breach of contractual obligations for critical payments.

3.3.2SystemOutages

In the event of unavailability of systems, e.g. Oracle, GTreasury, the CoverholderwilltemporarilyceaseBAUpaymentactivitiesinsofarasdata from these systems is required. The Coverholder will continue to operate critical payments manually via a working paper process, which the Coverholder will pay directly from online banking systems. If system outagespersistbeyondoneweek,theCoverholderwillmakecommercially reasonable efforts to resume processing via a working paper process. The Coverholderwillsubsequentlyentertransactionsprocessedmanuallyduring the down-time into the system once service is restored, within one week of the system outage event occurring.

3.3.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice

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levels within one week and will prioritisepayments designated ascritical. If the disruption persists beyond one week, the Coverholder will:

●RedeploystafffromelsewherewithintheCoverholderorganisation, primarily Finance services, to work on reporting activities

●BeginrecruitmentforFTCs

●Approachathird-partyaccountingoutsourcefirm

The Coverholder will eliminate any backlog developing as a result of staffingshortageswithinonemonthofthestaffingshortageeventoccurring.

3.4Short-termcashflowforecasting

3.4.1ToleranceLevels

As this service relates to ongoing accounting processes, there is moderate tolerancetodisruptionsordelays(uptooneweek).Non-performanceofthe servicewould resultinpoorvisibility ofsourcesandusesofcash, requiring the Underwriter to hold higher cash balances, or longer payment times in order to obtain sufficient cash to make payments as arising.

3.4.2SystemOutages

In the event of unavailability of systems, e.g. Oracle, Anaplan, Prequel, the Coverholderwillusebesteffortsandalternativedatasources(suchasback-ups or an alternative system than is typically used) to produce a cash flow forecast using a working paper process occurring.

3.4.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within one week. If the disruption persists beyond one week, the Coverholder will:

●RedeploystafffromelsewherewithintheCoverholderorganisation, primarily Finance services, to work on reporting activities

●BeginrecruitmentforFTCs

●Approachathird-partyaccountingoutsourcefirm

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4.OutwardsRI

4.1OutwardsRIcollateralmanagement

4.1.1ToleranceLevels

Asthisservicerelatestoongoingcollateralmanagementprocesses,thereis minimal tolerance to disruptions or delays (up to 24 hours). Non-performance of the service may result in improper collateral management, resulting in the Underwriter breaching its’ obligations under the policies it has written.

4.1.2SystemOutages

In the event of unavailability of systems, e.g. Oracle, Anaplan, Prequel, the Coverholderwill usebesteffortsand alternativedatasources(such asback-ups or an alternative system than is typically used) to produce collateral managementreportingusingaworkingpaperprocess.TheCoverholderwill enter the data maintained off-system during the outage into the relevant system within one week of the system outage event occurring.

4.1.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within 24 hours. If the disruption persists beyond 24 hours, the Coverholder will redeploy staff fromelsewherewithintheCoverholderorganisationorrecruitFTCswith immediate availability.

5.TechnicalServices

5.1Premiummanagementandbindingoperations

5.1.1ToleranceLevels

Asthisservicerelatestoongoingcollateralmanagementprocesses,thereis minimal tolerance to disruptions or delays (up to 24 hours). Non-performance of the service may result in improper collateral management, resulting in the Underwriter breaching its’ obligations under the policies it has written.

5.1.2SystemOutages

In the event of unavailability of systems, e.g. Oracle, Anaplan, Prequel, the Coverholderwill usebesteffortsand alternativedatasources(such asback-ups or an alternative system than is typically used) to produce collateral managementreportingusingaworkingpaperprocess.TheCoverholderwill enter the data maintained off-system during the outage into the relevant system within one week of the system outage event occurring.

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5.1.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within 24 hours. If the disruption persists beyond 24 hours, the Coverholder will redeploy staff from elsewhere within the Coverholder organisation or recruit appropriately trained FTCs with immediate availability.

6.OutwardsRI,Actuarial,ExposureManagement

6.1OutwardsRIplacement,analysis,administration,andreporting

6.1.1ToleranceLevels

As the service relates to the management of client account balances and cash, the service has moderate tolerance to disruptions or delays (up to one week). Non-performance of the service over the short term will extend the timelinesforcollectionofcashandmatchingtoclientaccounts,resultingin inaccurate records.

6.1.2SystemOutages

In the event of unavailability of systems, e.g. Prequel, Oracle, the Coverholder will continue to match cash balances using templates maintainedinEUCsolutionsandbankrecords.TheCoverholderwillenter the data maintained off-system during the outage into the relevant system within one month of the service being restored.

6.1.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within one week. If the disruption persists beyond one week, the Coverholder will:

●RedeploystafffromelsewherewithintheCoverholderorganisation, primarily Finance services, to work on credit control activities

●BeginrecruitmentforFTCs

●Approachathird-partyaccountingoutsourceconsultancyfirm

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6.2Pricingframeworkandactuarialreporting

6.2.1ToleranceLevels

(a)Pricing

Pricing activities relate to relates to the front-office origination of new business, there is minimal tolerance to disruptions or delays (up to 24 hours). Non-performance of the service would result in theCoverholderbeingplacedintoinvoluntaryrun-offandrevenue being foregone.

(b)Capitalmanagementandreserving

Capitalmanagementandreservingactivitiesrelatetoareporting process that operates quarterly, there is moderate tolerance to disruptions or delays (up to one week). Non-performance of the servicewouldresultintheUnderwriterunabletocompletethese activities, which would result in a breach of external reporting obligations.

6.2.2SystemOutages

(a)Pricing

In the event of unavailability of systems, e.g. FireAnt, the Coverholderwillcontinuetounderwritebusinessinsofarasis possible without system support using manual processes.

(b)Capitalmanagementandreserving

Inthe event ofunavailabilityofsystems,e.g.FireAnt,Tyche,the Coverholderwilltemporarilyceaseactivitiesinsofarasdatafrom these systems is required. The Coverholder will continue to operate other aspects of these processes on a best-efforts basis, using EUC solutions. If system outages persist and outputs from the service are expected to be required before the service is restored(e.g.pastquarterclose),theCoverholderwillproducethe required actuarial information at the most recently available reporting date, and begin work to meet the existing deadline as soon as practical. The Underwriter will then perform an assumption-based roll-forward exercise to the reporting date.

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6.2.3StaffingShortages

(a)Pricing

If the service is unable to be performed due to shortage of actuarial staff that persists longer than two working weeks and is not transitory, the Coverholder will make commercially reasonable efforts to recruit additional actuarial staff with appropriate skills, experience, and qualifications to perform the serviceorapproachasuitablyqualifiedprofessionalservicesfirm where significant lead time is expected to hire FTEs.

(b)Capitalmanagementandreserving

If the service is disrupted due to a shortage of staff, the Underwriterwillmakecommerciallyreasonableeffortstoreturn the service to normal service levels within one week. If the disruption persists beyond one week, the Coverholder will:

●Redeploystaffwithappropriateskills,experienceandqualifications from elsewhere within the Coverholder organisation,

●BeginrecruitmentforFTCs

●Approachathird-partyfirmwithrequisiteexperiencetoperformthe role

6.3Riskaggregationandcatastrophemanagement

6.3.1ToleranceLevels

Asthisservicerelatestoareportingprocessthatoperatesquarterly,thereis moderate tolerance to disruptions or delays (up to one week). Non-performance of the service would result in the Underwriterbeing unable to meet external reporting obligations.

6.3.2SystemOutages

Intheeventofunavailabilityofsystems,e.g.FireAnt,theCoverholderwill temporarily cease activities insofar as data from these systems is required. The Coverholder will continueto operate other aspects of themanagement reporting process on a best-efforts basis, using EUC solutions. If system outages persist and outputs from the service are required (e.g. past quarter close), the Coverholder will make commercially reasonable efforts to produce required information, using the most recent backed-up data rolled forward to the reporting date.

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6.3.3StaffingShortages

If the service is disrupted due to a shortage of staff, the Underwriter will makecommerciallyreasonableeffortstoreturntheservicetonormalservice levels within one week. If the disruption persists beyond one week, the Coverholder will:

●Redeploystaffwithappropriateskills,experienceandqualifications from elsewhere within the Coverholder organisation to work on reporting activities

●BeginrecruitmentforFTCs

●Approachathird-partyfirmwithrequisiteexperiencetoperformthe role

The Coverholder will make reasonable efforts to minimise key person dependency,inparticularwithrespecttoFireAnt,bycross-trainingstaffin the operation of the system’s key functions.

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