EX-10.4

Exhibit 10.4

DATED 20 December 2022

FIDELIS UNDERWRITING LIMITED

and

PINE WALK CAPITAL LIMITED

BINDER AGREEMENT

relating to

PROJECT COOPER

- i -

- ii -

THISAGREEMENTismadeon20December2022

BETWEEN

(1)FIDELIS UNDERWRITING LIMITED, a limited liability company incorporated in England and Wales (Companies House number 09753615), whose registered office is at 42ndFloor,22Bishopsgate,London,UnitedKingdom,EC2N4BQ(“Underwriter”);and

(2)PINE WALK CAPITAL LIMITED, a limited liability company incorporated in EnglandandWales(CompaniesHousenumber10846939),whoseregisteredofficeisat 37-39 Lime Street, London, United Kingdom, EC3M 7AY (“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)willcontinuetobeauthorisedandregulatedtoconductinsurancebusinessin each of the United Kingdom, the European Economic Area and Bermuda. MGU Holdco has established a MGU (including the Coverholder) in each of these jurisdictions, 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 “FrameworkAgreement”)enteredintobetweenFIHLandMGUHoldco,whichsetsout an overarching framework for the operation of the Binder Agreements, and will enable them to coordinate how their respective subsidiaries will exercise their respective rights and obligations under the Binder Agreements.

(D)TheUnderwriterisaninsurerthatisestablishedintheUnitedKingdomandisauthorised by the PRA and regulated by the PRA and the FCA. The Coverholder is a MGU that is established in the United Kingdom and is authorised and regulated by the FCA.

(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);

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

“Commencement Date” means 1 January 2023;

“ConfidentialInformation”hasthemeaninggiventoitinClause39.1;

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

“ICO” means the UK Information Commissioner’s Office;

“Insurance Distribution Directive” means the Insurance Distribution Directive, Directive(EU)2016/97oftheEuropeanParliamentandoftheEuropeanCouncilof 20 January 2016 (as transposed into UK legislation);

“Manufacturer”meansafirmwhichmanufacturescontractsofinsuranceforsaleto customers;

“NormalBusiness Hours”hasthemeaninggiventoitinClause43.3;

“Products”meanstheproductsthattheCoverholderunderwritesforandonbehalfof the Underwriter under this Agreement;

“RegulatoryAuthority”meanstheFCA,thePRA,theICOandanygovernmental, regulatoryauthorityorothercompetentauthoritythatregulatesand/orsupervisesa Party from time to time in respect of its activities;

“ReceivingParty”hasthemeaninggiventoitinClause39.1;

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“Risk Transfer Basis” means that, where the Coverholder holds: (i) any premiums fromProductholdersthatareduetobepaidtotheUnderwriter,suchpremiumsshallbe treated as having been paid over to the Underwriter when they are received by the Coverholder; and (ii) any return premiums or claims payment, such sums shall only be 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 attended by representatives of the MGU Group, and in which all new underwriting risks and renewals that may be effected pursuant to the Binder Agreements are presented and discussed; and

“UpdatedAuthorisedIndividualsList”hasthemeaninggiventoitinClause3.3.

Interpretation

1.3Referencestothe“Parties” aretothe partiestothisAgreement,andeachisa“Party”.

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

COVERHOLDERAUTHORITY

2.Period

This Agreement shall commence on the Commencement Date and shall, unless otherwise terminated in accordance with Clause 45, remain in force in accordance with the ‘Term of eachBinderAgreement’provisionscontainedinclauses2.2to2.6(inc.)oftheFramework Agreement, which shall be incorporated by reference into this Agreement.

3.Authorised Individuals

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.

3.2EachAuthorisedIndividualmaydelegateallorpartoftheperformanceoftheirrespective area of authority or responsibility to another employee within the Coverholder, provided that: (i) such employee is: (a) in the reasonable opinion of the delegating Authorised Individual, fit and proper to perform the role, and (b) appropriately monitored 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 Underwriter with an updated version of Schedule 2 (Authorised Individuals List), which has been signed by the Chief Executive Officer (the “Updated Authorised Individuals List”),assoonaspracticableafteritbecomesapparentthatanyAuthorisedIndividualhas

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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.TheCoverholder’sobligationunderthisClause3.3shallalsoapplyinrespectof 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 (in which case, such alternative person shall be listed as an Authorised Individual in the Updated Authorised Individuals List).

4.Grant of authority

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

4.2TheCoverholdermaybindanyProductsandanyamendmentstothemusinganautomated electronic online system, where the use of such system has been agreed in writing by the Underwriter.

4.3TheCoverholdershallcomplywithanydirection,conditionorrequirement,includingany valid direction to terminate given in accordance with the terms of this Agreement, given by the Underwriter or by any Regulatory Authority with jurisdiction over the Underwriter or the Coverholder.

4.4The Coverholder shall only bind Products under this Agreement in accordance with the ProductGuides,assetoutinschedule8(ProductGuides)oftheFrameworkAgreement, as may be replaced by FIHL and MGU Holdco from time to time.

4.5Inrespectof everyProduct boundunder thisAgreement,theCoverholdershall:

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

(b)collectandprocesspremiumsandreturnpremiumsontheUnderwriter’sbehalf promptlyorwhereapplicableinaccordancewithsuchtermsasagreedwiththe Underwriter; and

(c)assetoutinparagraph1ofSchedule1(OperationofthisAgreement),handleclaims 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.

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4.8NothinginthisAgreementshallbeconstruedascreatingtherelationshipofemployerand 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.Joint Referral Forum

5.1The Parties acknowledge and agree that their respective appointees to the Joint Referral Forumshallbeassetoutinparagraph2ofSchedule1(OperationofthisAgreement)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 UnderwritingYear,indetermininghowthePartieswillfacilitatethetransferof renewals of the business that the Coverholder has underwritten away from the Underwritertoathirdpartycapitalproviderinanorderlymannerattheexpiryof the remaining term and in line with Applicable Law pursuant to clause 2.5 of the Framework Agreement;

(b)inrespectofanydiscussionsrelatingtocertaincoursesofactionthateitherParty shouldtakeintheeventofaJRFNotificationunderclause5.6oftheFramework Agreement, including being bound by the outcome of such discussions;

(c)providing the Coverholder with approval in writing for and on behalf of the UnderwritertounderwriteanybusinessinexcessoftheUnderwritingParametersin 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 capital or other financial support): (1) mitigate the risk of, or reverse, the Ratings Downgrade or Negative Outlook; and (2) raise additional capital, or reallocate capital between LOBsanditsinsurancesubsidiariesintheeventofaNegativeOutlookoraRatings Downgrade; and

(e)inaccordancewiththeMid-YearChangeProcedureoraDisputeResolution Procedure.

6.FIHL and MGU Holdco

The Parties acknowledge and agree that FIHL and MGU Holdco may negotiate the terms of any Subsequent Annual Plan for and on their behalf under clause 9.3 of the

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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.Underwriting and Marketing Conference Call

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

8.2ThePartiesshallusereasonableendeavourstoprocurethattheUMCCisatalltimes 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 ofsuitablyskilledandexperiencedseniorexecutivesfromtheMGUGroupasdescribed in Clause 8.2, it shall use reasonable efforts to ensure that the UMCC becomes properly staffed, and shall periodically inform the Underwriter of its progress.

ANNUALPLANANDMID-YEARCHANGEPROCEDURE

9.GroupAnnualPlanandGroupUnderwritingStrategy

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

10.Annual Plan

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.

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11.Mid-YearChangeProcedure

ThePartiesshallfollowthemid-yearchangeproceduressetoutinclause10(Mid-Year Change Procedure) of the Framework Agreement in respect of any material or non- material change to the Annual Plan (including any Mid-Year Re-Allocation) that is intended to be made outside of the procedure set out in clause 9 (Negotiation and AgreementofSubsequentAnnualPlans)oftheFrameworkAgreement,andclause10 (Mid-YearChangeProcedure)oftheFramework Agreement shall beincorporatedby 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).

12.2The Underwriter shall take all necessary steps to ensure that, at all times during the term of this Agreement, it maintains sufficient capital (including a sufficient capital buffer) to both meet its obligations under the Current Annual Plan, and to ensure that it adheres to all Rating Agency Requirements (where applicable, in accordance with the figures pertaining to the applicable Underwriting Year set out in the Forecast Projections). The UnderwritershallensurethatitsadherencetotheobligationscontainedinthisClause12.2 shall take precedence over any dividend policy that it may have in place.

12.3ThePartiesacknowledgethat,asattheCommencementDate,FIHLhasbeenplacedon Negative Outlook by S&P as a result of the proposed Reorganisation. Accordingly, thePartiesAgreethatClauses12.4to12.9(inc.)shallnotapplyinrelationtoS&Pforthe duration of this current rating Negative Outlook, and shall only apply in relation to S&P to any further Negative Outlooks by S&P that may separately occur at any point during the term of this Agreement.

12.4SubjecttoClause12.5,thefollowingprovisionsshallapplyduringanInitialNegative Outlook Period:

(a)if a Requesting Customer either: (i) wishes to withdraw its existing business from 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 capitalproviders(providedtheNegativeOutlookhasnotbeenreversedbeforethat time) pursuant to clause 12.7(a) of the Framework Agreement; and

(b)clause 13 (Exclusivity and Rights of First Offer / Rights of First Refusal) of the Framework Agreement shall be suspended in respect of any existing or new

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businessthattheCoverholderhasbeenrequestedtoplacewithathirdpartycapital provider by a Requesting Customer under Clause 12.4(a).

12.5Clause12.3shallceasetoapplyuponthefirstdayofanyofthefollowingeventstooccur: (i)FIHLreversestheNegativeOutlook;(ii)theInitialNegativeOutlookPeriodexpires,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 (provided the Negative Outlook has not been reversed by that time) 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.

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

12.8SubjecttoClause12.9,intheeventofaRatingsDowngrade,thefollowingprovisions shall apply:

(a)theCoverholdermayimmediately:(i)subjecttoMGUHoldcoprovidingprior written notice to FIHL, withdraw any existing business from the Underwriter (irrespective of whether such business is transferred during the term of the applicable product or at renewal) and place such business with one or more third partycapitalproviders;and(ii)placeanynewbusinesswithoneormorethirdparty capital providers; and

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

12.9Clause12.8shallceasetoapplyifFIHLreversestheRatingsDowngrade.

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EXCLUSIVITYANDROFO/ROFR

13.ExclusivityandRightsofFirstOffer/RightsofFirstRefusal

ThePartiesacknowledgeandagreethattheprovisionsofclause13(Exclusivityand 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)

The Coverholder shall not underwrite business for and on behalf of the Underwriter in respectofanyclass(es)ofbusinessandcoverage(s)statedinparagraph3ofSchedule1 (Operation of this Agreement).

16.Territoriallimitations

16.1TheCoverholderisauthorisedtobindinsurancesonlyforriskslocatedintheterritory(ies) inwhichtheUnderwriterhastheappropriatelicencesasstatedinparagraph4ofSchedule 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.Maximumlimitsofliabilityor sums insured

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

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18.PremiumsforProductsbound

All gross premiums for Products that the Coverholder has underwritten for and on behalfoftheUnderwritershallbecalculatedasstatedinaccordancewithparagraph6of Schedule 1 (Operation of this Agreement).

19.Grosspremiumincomelimit

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

19.2The Coverholder shall monitor the total gross premium income bound and shall promptly notifytheUnderwriterifitbecomesapparentthatthetotalgrosspremiumincomeislikely 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

20.1EveryProductboundshallinceptduringtheperiodofthis Agreement.

20.2EachProductboundshallruntoitscontractualexpirydate,unlesscancelledorterminated in accordance with the Product’s cancellation or termination provisions.

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.

21.AutomaticortacitrenewalofProductsbound

21.1No Product shall be bound that is subject to or is capable of automatic or tacit renewal, unlessotherwiseagreedinwritingbytheUnderwriter or where mandatory by reason of ApplicableLaw.Whereautomaticortacitrenewalhasbeenspecificallyauthorisedoris mandatory the following provisions shall apply:

(a)theCoverholdershallmaintainadequaterecordstoidentifyandmonitor,suchthatit is able to comply with any applicable time frames, all Products bound which providefororbyreasonofApplicableLawaresubjecttoautomaticortacitrenewal or extension of the period;

(b)theCoverholdershallrevieweachProductboundpriortoitsindividualrenewaldate in order to offer renewal terms or to decline the renewal. This process shall be

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carried out in compliance with any Applicable Law relating to automatic or tacit renewals;

(c)theCoverholderisresponsibleforandshallissueinatimelyfashionthenecessary and proper notice of non-renewal for individual Products bound to prevent their automatic or tacit renewal; and

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

(i)all Products in force at the end of the period of this Agreement or the effectivedateofterminationofthisAgreement,whichareormaybesubject to automatic or tacit renewal;

(ii)allProductsforwhichtermshavebeenofferedpriortotheendoftheperiod of this Agreement or the effective date of termination of this Agreement, whichcouldbeboundandmaybesubjecttoautomaticortacitrenewal;and

(iii)allProductswhereanautomaticortacitrenewalcannotbeorhasnotbeen prevented;

and the Coverholder shall thereafter provide monthly reports updating the informationprovidedintheinitialreportuntilsuchtimeastheUnderwriter confirms that no further monthly reports are required.

22.Outwards Reinsurance

22.1SubjecttoClause22.3,andprovidedthat:(i)theCurrentAnnualPlaniswithinpre-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 more third party reinsurers for and on behalf of the Underwriter to cede all or part of any 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 thoughtfit,approvethethirdpartyreinsurancecoverproposedbytheCoverholderassoon as reasonably practicable following a reasonable review of the proposed third party

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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 Underwriter as soon as practicable and in advance of any scheduled premium date under 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-proportionaloutwardsreinsurancewheresuchoutwardsreinsurancehasbeen procured by any member of the MGU Group.

23.Transformer Deals

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 accordance withclause16(CommissionandPayments)intheFrameworkAgreement,andallofthe 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.

DOCUMENTATIONFORPRODUCTSBOUND

26.Productdocumentation

Wordings,Conditions,Clauses,Endorsements,WarrantiesandExclusionsApplicableto Products Bound

26.1The Underwriter delegates authority to the Coverholder to prepare the wordings for any Products sold under this Agreement, and any other documentation relating to such Products,inaccordancewiththetermsofclause15(ProductWordings)oftheFramework Agreement, which shall be incorporated by reference into this Agreement.

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 DistributionDirective.Accordingly,thePartiesagreethat,inrespectofsuchProducts,the

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Coverholder shall have sole responsibility for the performance of each activity listed in Article 25(1) of the Insurance Distribution Directive.

RequirementtoIssueProductDocumentation

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

(a)appropriateconfirmationofcoverwhichmakesreferencetotheagreedtermsofthe Product; or, where practical

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

26.4Where the Coverholder has not already issued contract documentation pursuant to Clause 26.3(b),theCoverholdershallissuecontractdocumentationtotheholderoftheProductor 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 respect of every change made to each Product bound, the Coverholder shall issue an endorsementwithinthirty(30)calendardaysorsuchshorterperiodasmayberequiredby 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;

(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)the law andjurisdictionapplicabletotheProduct;

(e)thetermoftheProduct;

(f)thelimitsofliabilityorsumsinsured;

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

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(h)theamountofthepremium;

(i)aSeveralLiabilityNotice/Clauseinareasonablysatisfactoryform;

(j)a statement to the effect that in the event of a claim the Product holder should send theirnotificationtotheCoverholderusingtheaddressclaims@fidelisinsurance.com, oranyreplacementemailaddressasmaybeagreedbetweenthePartiesfromtimeto time;

(k)asuitablecomplaintsnoticeasagreedwiththeUnderwriter;

(l)astatementtotheeffectthatallenquiries(otherthanclaims)shouldbeaddressedto the Coverholder;

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

(n)thesignature,whetherelectronicorotherwise,ofoneormoreoftheapplicable Authorised Individuals identified in Schedule 2 (Authorised Individuals List) or,whereapplicable,thelatestversionofanyUpdatedAuthorisedIndividualsList.

Retention,securityandprovisionofdocuments

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

26.8All stocks of contract documentation, endorsements and other documents evidencing cover and any electronic method of storing and/or producing documentation shall be kept secureatalltimes.IfrequestedbytheUnderwriter,theCoverholdershallpromptlyreturn ordestroyallunuseddocumentsrelatingtothisAgreementandensurethatanyelectronic storage and/or production of such documents by the Coverholder thereafter ceases.

DISPUTERESOLUTION

27.Dispute Resolution

27.1The Parties acknowledge and agree that all disputes under this Agreement shall be settled inaccordancewithclause17.1oftheFrameworkAgreement,whichshallbeincorporated 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.

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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,amendedor supplemented by the Underwriter in accordance with Clause 28.3:

(a)theCoverholdershallhaveauthorityto adjust, agree and settle claims where the totalvalueoftheclaimdoesnotexceedtheClaimLimitandshallreviewclaims estimates for these claims;

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

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

(d)theCoverholdershallrefertotheUnderwriteranyclaimthattheCoverholder considersshouldbedenied,orwhichmanifestlyfallsoutsidethetermsofthe Product,oriftheCoverholderisinanydoubtastowhethertheclaimisrecoverable 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 parties to assist in the handling of any claim, including in the pursuit of recovery, provided that if any one claim is likely to result in an aggregate cost of at least USD 600,000, the Coverholder shall refer the matter to the Underwriter and shall only issue any suchinstructionsinrelationtotheclaimifithasreceivedpriorwrittenconsenttodo so from the Underwriter; and

(g)theCoverholdershallcomplywithsuchservicelevelsandstandardsasmaybe required by the Underwriter in handling and/or settling claims and/or pursuing recoveries.

28.2TheUnderwritermayatanytimewithdrawor varytheCoverholder’sauthorityinrespect of any particular claim. In such circumstances, the Underwriter shall be entitled to make anydecisionsortakeanyaction withregardtotheclaimthattheUnderwriterconsidersto 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

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CoverholderagreestocomplywithanyinstructionsfromtheUnderwriterwithregardto claims handling. The Coverholder’s authority to handle and/or settle claims and pursue recoveries shall cease or be varied in accordance with the terms of the written notice. In such circumstances the Underwriter shall be entitled to make any decisions or take any action with regard to the claims which the Underwriter considers 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.Complaintsor proceedings

29.1TheCoverholdershallpromptlynotifytheUnderwriterinwritingofallcomplaintsmade in relation to Products bound under this Agreement.

29.2TheCoverholdershallimplementandmaintainsuchproceduresasmayberequiredbythe Underwritertoensurethatcomplaintscanbedealtwithinapromptandreasonablewayin 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

(d)may have a material impact on its ability to carry out its obligations under this Agreement effectively and in compliance with Applicable Laws, including for the avoidanceofdoubtfinancialdifficulty,catastrophiceventsandsignificantincidents.

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.

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REPORTING,RECORDSANDAGGREGATEEXPOSURES

30.Riskswritten bordereau(x)/reporting and aggregate exposures

30.1TheCoverholdershall:

(a)recordalldetailsofProductsboundunderthisAgreement;and

(b)sendormakeavailabletotheUnderwriterinamanneror formatagreedbythemthe risks written details and any adjustments thereto within thirty (30) calendar days of theendofeachcalendarquarter fallingwithinthetermofthisAgreement.Ifthereis no activity during a particular reporting interval the Coverholder shall provide a statement to that effect.

30.2TheCoverholdershall:

(a)recordandmonitortheaggregateexposuresasdefinedinparagraph7ofSchedule1 (Operation of this Agreement); and

(b)sendormakeavailabletothe Underwriterdetailsoftheaggregateexposures,

withinthirty(30)calendardaysoftheendofeachcalendarquarterfallingwithinthe term of this Agreement.

30.3The Coverholder shall preparestatisticalinformationasstated in paragraph 8 of Schedule 1(OperationofthisAgreement)inrespectofeachcalendarquarterfallingwithintheterm of this Agreement until every Product bound has expired or has otherwise been cancelled or terminated and where applicable until all claims have been paid or otherwise resolved. The Coverholder shall send or make availabletothe Underwriter such information within thirty(30)calendardaysoftheendofeachcalendarquarterfallingwithinthetermofthis Agreement.

31.Accountingbordereau(x)/reportingand settlements

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

31.2TheCoverholdershallreportallearnedandunearnedpaidpremiumstotheUnderwriter by:

(a)preparingpremiumbordereauxinamannerorformat(s)agreedbytheUnderwriter; or

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

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

31.3TheCoverholdershallreportpaidclaims,outstandingclaimsandlossreservestothe Underwriter by:

(a)preparingclaimsandlossreservesbordereauxinamannerorformat(s)agreedby the Underwriter; or

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

SubjecttoClause31.4,theclaimsandlossreservesinformationshallbereportedwithin thirty (30) calendar days of the end of each calendar quarter falling within the term of this Agreement until every Product bound has expired or has otherwise been 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 CoverholdercarriesonbusinessthatisthesubjectofthisAgreementtoinspectandaudit any records, statistical information, systems and processes (including electronic systems andprocesses)oftheCoverholderrelatingtoProductsboundandtotheoperationofthis 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 AuthorityinrelationtotheoperationofthisAgreement.TheCoverholdershallpermitany Regulatory Authority without any restriction or limitation, to have access to any of itsbusinesspremiseswherethe Coverholdercarriesonbusinessthatisthesubjectofthis Agreementtoinspectandaudittherecords,statisticalinformation,accountsandbusiness processes relating to the operation of this Agreement. The Coverholder shall, unless

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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 Coverholder shall retain all records, including electronic, relating to all Products bound, claims handled and recoveries pursued for a minimum periodofseven(7)yearsorforsuchlongerperiodasmayberequiredbyApplicableLaw.

32.5TheCoverholdershallprovidetotheUnderwriteranyinformationastheUnderwritermay reasonably require from time to time relating to Products bound, claims arising and the operation of this Agreement.

ADVERTISING

33.Advertisingandpromotional material

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 receivedbytheCoverholderinafiduciarycapacityandonaRiskTransferBasisand:

(a)shallbe received bytheCoverholderasassets oftheUnderwriter;

(b)shall on receipt be deposited immediately by the Coverholder into a premium monies account with assets standing to the credit of that account being held in a fiduciary capacity solely on behalf of the Underwriter for the purpose of theonwardstransmissionofthosemonies(forthepurposessetoutatClause34.1(d)(ii)) and the monies shall not be otherwise held or retained;

(c)the premium monies account referred at Clause 34.1(b) shall be held at a bank (or otherinstitutionregulatedfortakingdepositsasmaybeagreedbytheUnderwriter) (the “Bank”) which is:

(i)regulated,supervisedandexaminedbytheapplicableRegulatoryAuthority; and

(ii)subject,whereapplicable,toanynationaldepositinsurancescheme;

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(d)thepremiummoniesaccountshallbeoperatedinaccordancewithanyApplicable Law and:

(i)shallbe clearlyidentifiedtotheBankasapremiummoniesaccount;

(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 as envisaged in this Agreement, or any other transactions where expressly authorised by the Underwriter or in accordance with Clause 34.2. For the avoidance of doubt, andwithoutprejudicetothegeneralityoftheforegoing,theCoverholdermay not invest these monies in any way without the prior written consent of Underwriter; and

(iii)theassetsheldinthepremiummoniesaccountmaynotbecommingledwith assetsinrespectoftheCoverholder’s generaloroperatingaccount,orassets relating to other insurers;

(e)shallbeidentifiedintheCoverholder’sbookofaccount,separatelyfromotherfunds 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 than monthly, with records being retained for inspection by the Underwriter or its representatives, who shall have the right at any time, without restriction or limitation to inspect and audit such records, and to make copies or extracts of any 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,compensationorretentionagainstmoniesstanding to the credit of the premium monies account.

34.2Where required by Applicable Law, this Clause 34 shall also provide authority from the Underwriter for the Coverholder to retain for its own use and benefit any interest which shallaccrue,inaccordancewiththetermsofthisAgreement,totheaccountdescribedin Clause 34.1(c).

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, registrations and qualifications in order to perform its duties under

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thisAgreementandwherenecessarytoensurethatallProductsboundareaccepted through a properly licensed intermediary;

(b)toensurethecollectionandforwardingtotheUnderwriterofanyTax(es)duefrom Product holders and disbursement of any refunds of such Tax(es) due to Product holders; and

(c)whererequiredbyApplicableLaw,tocollectTax(es)duefromProductholdersand pay Tax(es) to the appropriate Taxation Authority and to make any necessaryreturnsandtoensureanydisbursementsofrefundsofsuchTaxesare 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 ApplicableLaw(s).Allsuchcommission,feesandchargesshallbeshownseparatelyon the documentation issued to the Product holder and not concealed from the Product holder or the Underwriter.

37.Indemnity insurance

37.1The Coverholder shall maintain, for the duration of this Agreement, indemnity insurance with at least a total limit of indemnity of not 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 ApplicableLawfromtimetotime,foranyliabilityarisingoutofnegligentacts,errorsor omissions by the Coverholder including any past or present 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.

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38.Business continuity

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 5 (Business Continuity Plan). The plan shall ensure the Coverholder’s ability to continue to perform itsobligationsunderthisAgreement.TheCoverholdershallcarryoutregulartestingand updating of the plan.

38.2TheCoverholdershallnotifytheUnderwriterof:

(a)anymaterial deficienciesidentified inthe plan; or

(b)anysignificant changestheCoverholdermakestotheplan

thatmayhaveaseriousimpactontheCoverholder’sabilitytoperformitsdutiesunder this Agreement.

39.Confidentiality

39.1Each Party (a “Receiving Party”) undertakes that it shall not at any time disclose to any person and shall treat as confidential all information of a confidential nature received or obtained directly or indirectly as a result of entering into or performing this Agreement exceptasexpresslypermittedinwritingbytheotherPartyorbyClause39.2.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 enablingtheReceivingPartytocarryoutitsobligationsunderthisAgreement.The Receiving Party shall use all reasonable endeavours to ensure that its employees, officers, external auditors, professional advisers, consultants or third party service providers to whom it discloses Confidential Information comply with this Clause 39.

(b)whererequiredbyApplicableLaw,courtorderoranygovernmentalorRegulatory Authorityprovidedthat,subjecttoanylegalorregulatoryobligationsthatapplyto the Receiving Party, the Receiving Party shall give notice to the other Party that it proposes to disclose the Confidential Information;

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

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(d)wheretheConfidentialInformationis alreadyknownbytheReceivingPartyin circumstanceswhenitwasnotboundbyanyformofconfidentialityobligation.

39.3IntheeventofabreachorasuspectedbreachofitsobligationsunderthisClause39,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.

40.2TheCoverholdershallnotbetreatedascontraveningClause40.1becauseoftheexistence of a conflicting interest if the existence, nature and extent of that interest has been fully disclosed to the Underwriter and such interest has been duly entered into in 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.Compliancewith the lawand financial crime

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 proper solicitation and handling of all Products bound or intended to be bound, and shall useitsbestendeavourstoensurethatanyotherpartieswithwhomitdealsincarryingout 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 which it is located or doing business, or which would expose the Underwriter to any criminal sanction.

41.3TheCoverholdershallconductitsbusinessinaccordancewithallrelevantfinancialcrime and international economic, financial or trade sanctions laws and regulations. In addition, the Coverholder shall not act contrary to any additional requirements concerning: (i) international economic, financial or trade sanctions; (ii) the prevention of the facilitationoftaxevasion;or(iii)financialcrimesetbytheUnderwriterotherthanwhere compliance with those requirements would be contrary to Applicable Law.

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41.4The Coverholder, on behalf of the Underwriter, shall not provide cover or pay any claim orprovidebenefithereaftertotheextentthattheprovisionofsuchcover,paymentofsuch claim or provision of such benefit would expose the Coverholder and/or the Underwriter to any sanction, prohibition or restriction under any applicable international 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.Data protection

42.1TheCoverholderandtheUnderwriteracknowledgeandagreethatwheretheCoverholder or the Underwriter processes personal data under or in connection with this Agreement it alone determines the purposes and means of processing as a controller.

42.2InrespectofthepersonaldatathattheCoverholderortheUnderwriterprocessesunderor in connection with this Agreement, it:

(a)shallcomply atall timeswith itsobligationsunder thedataprotectionlaw;

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

(c)shallassistandco-operatefullywiththeotherPartyto enableittocomplywithits obligationsunderthedataprotectionlaw,includingbutnotlimitedtoinrespectof keepingpersonaldatasecure,dealingwithpersonaldatabreaches,complyingwith the rights of data subjects, carrying out data protection impact assessments and carrying out any related consultations with any supervisory authority.

42.3In respect of the personal data that the Coverholder processes under or in connection with this Agreement, the Coverholder shall only process such personal data for the purposes of:

(a)providingProducts to Product holdersand prospective Product holders; and

(b)handlingclaimstotheextentallowedinthisAgreement.

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 transparent manner and in compliance with the data protection law. This shall include but notbelimitedtoenteringintosuchotherwrittenagreementsasmayberequiredfromtime to time to enable the Coverholder and/or the Underwriter to comply with the data protection law.

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42.5TheactivitiesoftheCoverholderunderorinconnectionwiththisAgreementinrespectof which the Coverholder processes personal data as a processor on behalf of the Underwriter,togetherwiththedataprotectionparticularsforsuchprocessing,arestatedin 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 Coverholder processes personal data as a processor on behalf of the Underwriter, the Coverholdershall:

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

(b)where it is required by applicable law to carry out processing otherwise than in accordance with Clause 42.5(a), inform the Underwriter of the legal requirement beforecarryingoutsuchprocessing(unlessprohibitedfromdoingsobyApplicable Law);

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

(d)without prejudice to Clause 39, ensure that all persons authorised to process the personaldataareunderanappropriatecontractualorotherlegalobligationtokeep the personal data confidential;

(e)taking account of the nature of the processing,implementappropriatetechnicaland organisational measures: (a) in a manner that ensures the processing meets the requirements of the data protection law and the protection of the rights of data subjects; (b) to keep the personal data secure and to protect against the risk of personaldatabreaches;(c)toassisttheUnderwriterinensuringcompliancewithits obligation to notify data breaches to the supervisory authority and data subjects where necessary; and (d) to assist the Underwriter to comply with its obligations underthedataprotectionlawtorespondtorequestsforexercisingtherightsofdata subjects;

(f)not process the personal data, or disclose the personal data to any party who carries on business, outside of the United Kingdom except with the Underwriter’s prior written consent and, where such consent is given, the Coverholder shall take such actionsandenterintosuchagreementsastheUnderwritermayrequiretoensurethat such processing or disclosure complies with all relevant data protection law;

(g)not enter into an arrangement with any sub-contractor to process the personal data directlyorindirectlyonbehalfoftheUnderwriterwithoutthe 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, provisionsinfavouroftheUnderwriterwhichareequivalenttothoseinthisClause

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42.TheCoverholdershallremainfullyliabletotheUnderwriterforanysub-contractors’ processing personal data; and

(h)at the Underwriter’s option, delete or return to the Underwriter all the personal data onterminationofthisAgreementanddeleteanyexistingcopiesofthepersonaldata except to the extent that the Coverholder is required to retain such 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.

42.8ForthepurposesofthisClause41andSchedule1(OperationofthisAgreement):

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

“data protection law” means all applicable data protection and privacy legislation in force from time to time in the UK including: (i) the UK GDPR; (ii) the Data Protection Act 2018 (and regulations made thereunder); (iii) the Privacy and Electronic CommunicationsRegulations2003,asamended;(iv)allotherlegislationandregulatory requirementsinforcefromtimetotimewhichapplytoapartyrelatingtotheuseof personal data (including, without limitation, the privacy of electronic communications);and(v)theguidanceandcodesofpracticeissuedbytheICOorother relevant data protection or supervisory authority and applicable to a Party;

“data protection particulars” means, in relation to any processing of personal data by the Coverholder under or in connection with this Agreement as a processor on behalf of theUnderwriter:(a)thesubjectmatteranddurationoftheprocessing;(b)thenatureand purpose of the processing; (c) the type of personal data being processed; and (d) the categories of data subjects;

“datasubject”meanstheidentifiedoridentifiablenaturallivingpersontowhomthe 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;

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

“UKGDPR”hasthemeaninggiventothatexpressioninsection3(10)(as supplemented by section 205(4)) of the Data Protection Act 2018.

NOTICES

43.Notices

Serviceofnotices

43.1Any notice to be given under this Agreement must be in English and in writing, and may be served by hand, by first class post or airmail (pre-paid and signed for in each case) or by email to the address or email address (as applicable) given below, or to such other address or email address as may have been notified by either Party to the other Party for this purpose (which shall supersede the previous address or email address (as applicable) fromthedateonwhichnoticeofthenewaddressisdeemedtobeservedunderthisClause 43).

43.2AnynoticeservedinaccordancewithClause43.1shallbedeemedtohavebeenreceived:

(a)ifdeliveredby hand, atthe time of delivery;

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(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, atthetimeof transmissionbythesender,

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

43.3For the purposes of Clause 43.2, “Normal Business Hours”means9.00a.m.to5.30p.m. local time in the place of receipt on any day which is not a Saturday, Sunday or public holidayinthatlocation.InthecaseofserviceoneitherPartybyemail,theplaceofreceipt shall be deemed to be the address specified for service on 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.

43.5ThisClause43shallnotapplytotheserviceofanyproceedingsorotherdocumentsinany 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.

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 clause25.3oftheFrameworkAgreementshallbethedocumentcontainedinSchedule4 (Exit Plan) of this Agreement.

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

(a)exceptasstatedinClause46.4shallhavenoauthoritytoofferterms,bindProducts, renew, cancel, extend, amend or alter in any way Products already bound without the prior written consent of the Underwriter. Such written consent 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’srightstoreceivemoniesdueinrespectofProductsboundshallnotbe 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.Further assurances

On request by either Party, each Party shall, as soon as reasonably practicable at the requestingParty’scostandinsofarasitisreasonablyable,doorprocurethedoingofall such acts and execute or procure the execution of all such documents (in a form reasonably satisfactory to the requesting Party) as the requesting Party may reasonably consider necessary or appropriate to carry this Agreement into effect and to give the requesting Party the full benefit of it.

48.Variationandassignment

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

48.2No Party may assign, grant any security interest over,holdontrustorotherwisetransfer the benefit of, or its rights under, the whole or any part of this Agreement without the priorwrittenconsentoftheotherParty(suchconsentnottobeunreasonablywithheldor delayed).

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

49.Entire agreement

49.1This Agreement shall constitute the whole agreement between the Parties relating to the subjectmattercontainedwithinittotheexclusionofanytermsimpliedinlawthatmaybe excluded by contract. They supersede and extinguish any and all prior discussions, correspondence,negotiations,drafts,arrangements,understandingsoragreementsrelating to this Agreement.

49.2EachParty agreesandacknowledgesthat:

(a)itisenteringintothisAgreementinreliancesolelyonthestatementsmadeor incorporated in them;

(b)itisnotrelyingonanyPre-ContractualStatement;

(c)it is not entering into this Agreement in consequence of or in reliance on any unlawfulcommunicationasdefinedinsection30(1)oftheFinancialServicesand Markets Act 2000 made by any other Party or any Party’s professional advisers;

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

(e)theotherPartyisenteringintothisAgreementinrelianceontheacknowledgements given in this Clause 49.2.

49.3NoPartyshallhaveanyliabilitywhatsoeverforanyPre-ContractualStatement,whether in contract, in tort, under the Misrepresentation Act 1967 or otherwise.

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

49.5ThisentireagreementClausedoesnotlimitorexcludeanyliabilityforfraud.

50.Remedies

TherightsandremediesconferredonanyParty by, or pursuant to, this Agreement are cumulativeand,exceptasexpresslyprovidedinthisAgreementareinadditionto,and without prejudice, to all other rights and remedies otherwiseavailable to such Party at law or in equity.

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51.Inconsistency

IfthereisanyinconsistencybetweenanyprovisionsofthisAgreementandthoseofthe Framework Agreement, the provisions of the Framework Agreement shall prevail.

52.Waiver

52.1AnywaiverofanytermorconditionofthisAgreement,waiverofanybreachofanyterm or condition of this Agreement, or waiver of, or election whether or not to enforce, any right or remedy arising under this Agreement or at law, must be in writing and signed by or on behalf of the person granting the waiver, and no waiver or election shall be inferred from a Party’s conduct.

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

52.3Failure to enforce any provision of this Agreement at any time or for any period shall not waivethatoranyotherprovisionortherightsubsequentlytoenforceallprovisionsofthis 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,but shall not beeffective until eachParty has executed at least one counterpart.

53.2Eachcounterpartconstitutesanoriginal,andallthecounterpartstogetherconstituteone and the same agreement.

54.Enforceability clause

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.

55.Rightsofthird parties

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or other equivalent legislation to enforce any term of this Agreementbutthisdoesnotaffectanyrightorremedyofathirdpartywhichexistsoris available apart from that Act.

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56.Jurisdictionandgoverninglaw

This Agreement and any non-contractual dispute or obligation arising out of or in connectionwithitshallbesubjecttothelawofEnglandandWalesandtotheexclusive jurisdiction of the courts of England and Wales.

ThisAgreementisenteredintobythePartiesontheCommencement Date.

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SIGNATURES

[SignaturepagestotheUKBinderAgreement]

[SignaturepagestotheUKBinderAgreement]

Schedule4

Exit Plan

1.Introduction

1.1This Exit Plan sets out the rights and responsibilities of the Parties to ensure that there is anorderlyrun-offinrespectofanybusinessthattheCoverholderhasunderwrittenforand 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:

●use reasonable endeavours to assist the MGU Group in its discussions with any replacementcapacityprovider(includingwithregardtoinformationaroundreserving and ratings requirements in its current book);

●wheretheUnderwriterdecidestobringallorpartofanyfunctionsin-house,assoon as reasonably practicable after making such determination, where reasonably practicable, initiate discussions with the Coverholder regarding: (i) the existing Coverholder staff that it intends to hire; and (ii) how the TUPE (or equivalent) procedure will apply to the transfer of Coverholder staff in such circumstances. The Parties will use reasonable endeavours to reach an agreement with the Coverholder regarding the transfer of staff as part of these discussions; and

●wherereasonablypracticable,initiatepriordiscussionswiththeCoverholderpriorto exercising any step-in rights, or transferring functions to a third party provider,

●andtheprovisionsofthisExitPlanshallbereadconsistentlywiththisparagraph1.

2.Underwriting

2.1ProductStrategyandDevelopment

2.1.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake a strategic assessment as to the future operating model of the business. The Underwriter willthennegotiateanewMGUordelegatedunderwritingauthorityarrangement (“DUA”), or hire in-house underwriting staff, such that there is no break in underwriting activity.

The Coverholder will provide reasonable exit assistance to the Underwriter, includingprovisionofalldataandreportingrequiredinordertofacilitatethe 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 either negotiate a new MGU (or other delegated underwriting relationship) or bring underwritingresourcesin-houseandcommencedirectlyunderwriting,within-house staff responsible for annual planning activity.

2.1.3Resourcesresponsible for implementingthe contingency plan

TheUnderwriterGroupCUOisresponsibleforthedevelopmentofastandalone underwriting functional strategy and the contingency plan, to be supported by the Underwriter Group COO to operationalise the plan.

2.1.4Critical data to be handedovertotheUnderwriter

Allcommercially sensitiveactuarialdata,including:

●Premiumandclaimsexperiencedata(grossandRI)

●Aggregationdata

●StandardFormuladata

●Datarequiredtocalculateregulatorycapitalrequirementsforthepurposeof developing and using an internal model

●BSCRdata

●Ratingagencydata

2.1.5Alternativesystems

IntheeventanexitrequirestheUnderwritertomoveoffthePrequelplatform, alternative vendor package policy administration/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 assessment as to the future operating model of the business. The Underwriter

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will then negotiate a new MGU or DUA, or hire in-house underwriting staff, such that there is no break in underwriting activity. The Coverholder will providereasonableexitassistancetotheUnderwriter,includingprovisionofall 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 retainedbytheChiefUnderwritingOfficerofthecarrierwithintheUnderwriter group on-risk for the policy to determine acceptability and will be processed through the Technical Services function or the service-specific exit strategy for that service, until an alternative arrangement can be finalised.

2.2.3Resourcesresponsible for implementingthe contingency plan

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.

2.2.4Critical data to be handedovertotheUnderwriter

Allcommercially sensitiveactuarialdata,including:

●Premiumandclaimsexperiencedata(grossandRI)

●Aggregationdata

●StandardFormuladata

●Datarequiredtocalculateregulatorycapitalrequirementsforthepurposeof developing and using an internal model

●BSCRdata

●Broker,MGUandclient listings

2.2.5Alternativesystems

IntheeventanexitrequirestheUnderwritertomoveoffthePrequelplatform, alternative vendor package policy administration/underwriting systems are available and could be procured in the medium-term.

2.2.6Alternativethird-partysupport

An alternative MGU or a number of DUA are appropriate substitutes for the serviceprovidedbytheCoverholderandcouldbeprocuredinthemediumterm.

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2.3DelegatedAuthoritiesmanagement

2.3.1Non-stressedexitprinciples

The Coverholder will, prior to the service end date, undertake an assessment of the future target operating model for the function, and determine whether to bringDelegatedAuthoritiesManagementin-houseoroutsourcetoanalternative 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 reasonableexitassistancetotheUnderwriter.Thisincludesfacilitatingaccessto the Prequel platform (if not exited as part of service termination) and provision of all data and reporting required to facilitate the exit.

2.3.2Stressedexitcontingencyplanprinciples

The Underwriter may either:

●Bringin-housetheexistingoperationsbyexercisingtheUnderwriter’sstep-in rights with respect to the sub-outsourcing arrangement and right to hire the Coverholder’s staff

●Engageanalternativeoutsourcingprovider

●AllmoniesthatareheldbytheCoverholderthatareduetotheUnderwriter will be transferred immediately, unless a legal or regulatory constraint restricts the flow of the funds to the Underwriter

2.3.3Resourcesresponsibleforimplementingthecontingencyplan

The COO is responsible for the contingency plan.

2.3.4Critical data to be handedovertotheUnderwriter

●Databaseofsub-delegatedDUArelationships

●Outstanding/unprocessedBDX

2.3.5Alternativesystems

AlternativeDUAmanagementplatformsarecommerciallyavailableandcould be implemented in the medium-term. A spreadsheet register may also be appropriate in the short-term.

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2.3.6Alternativethird-partysupport

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

3.Claims

3.1ClaimsManagement,Strategy&Adjustment

3.1.1Non-stressedexitprinciples

TheUnderwriterwill,inlinewiththetimelinesdetailedinthenon-stressedexit plans, undertake an assessment as to the claims treatment for the legacy portfolio business. The Underwriter will either:

●Transferresponsibilityforclaimsservicingtoarun-offproviderorreinsurer

●Bringclaimsmanagementcapabilityin-housesuchthatthereisnobreakin claims adjustment activity.

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

3.1.2Stressedexitcontingencyplanprinciples

TheUnderwriterwillstep-intoexistingCoverholderrelationshipstocontinue claims activity in the short-term. The Underwriter will then either:

●Transferresponsibilityforclaimsservicingtoarun-offproviderorreinsurer

●Bringclaimsmanagementcapabilityin-house.

3.1.3Resourcesresponsible for implementingthe contingency plan

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

3.1.4Critical data to be handed over to the Underwriter

Alldatanecessarytoclaimsadjustment,being:

●Live policydata

●Claimsfilesforopenclaims,includinganypapercopyoroff-systemclaims files

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3.1.5Alternativesystems

In the event an exit requires the Underwriter to moveoff the Prequel platform, alternativevendorpackageclaimssystemsareavailableandcouldbeprocured in the medium-term.

Market systems such as ECF2 and TRAX contain the majority of the Underwriter’sclaimsfilesandcanbeinterfacedwithdirectlytocontinueclaims adjusting. Manual claims which are not contained within ECF2 or TRAX will need to be dealt with separately.

3.1.6Alternativethird-partysupport

In the event of the exit of the Binder, the Underwriter may step into existing relationships(e.g.ProGlobal,lossadjusters)toensurecontinuityoftheservice. An alternative third-party claims manager may also be appointed.

4.Finance

4.1Credit control

4.1.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake an assessment of thefuturetargetoperating modelfortheCreditControlfunction,anddetermine whether to bring credit control in-house or outsource to an alternative provider (another MGU, DUA, or third-party processor) such that there is no break in creditcontrolactivity.Ifcreditcontrolisbroughtin-house,theUnderwriterwill exercise its right to hire existing Coverholder staff under the TUPE (or equivalent) procedure in the first instance.

TheCoverholderwillprovidereasonableexitassistancetotheUnderwriter.This includesfacilitatingaccesstothePrequelcreditcontrolplatform(ifnotexitedas part of service termination) and provision of all data, documentation and reporting required to facilitate the exit.

4.1.2Stressedexitcontingencyplanprinciples

The Underwriter will exercise its right to hire existing Coverholder credit controlstaffundertheTUPE(orequivalent)procedureandbringcreditcontrol systems, documentation and data in-house.

4.1.3Resourcesresponsible for implementingthe contingency plan

TheUnderwriterCFOisresponsibleforthecontingencyplan,withinvolvement of other specialised resource within the finance function as required.

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4.1.4Critical data to be handedovertotheUnderwriter

Outstandingaccountbalancesandunreconciledcashreportswillbeprovidedby the Coverholder to facilitate monthly reconciliations.

4.1.5Alternativesystems

IntheeventanexitrequirestheUnderwritertomoveoffthePrequelplatform, alternative vendor package policy administration systems with similar Credit Controlfunctionalityareavailableandcouldbeprocuredinthemedium-term. Alternatively, the Coverholder may decide to implement 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

The Underwriter will, prior to the service end date, undertake an assessment of thefuturetargetoperatingmodelofthefunction.Withsufficienttimebeforethe 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 (or equivalent) is insufficient, the Underwriter will conduct recruitment activities for FTEs and FTCs, such that the function is fully staffed prior to the end date and no break in activity occurs.

The Coverholder will provide reasonable exit assistance to the Underwriter, includingfacilitationofthetransferofemployees,andprovisionofalldataand reporting to facilitate the exit.

4.2.2Stressedexitcontingencyplanprinciples

TheUnderwriterwillexerciseitsrighttohireexistingCoverholderFP&Astaff underthe TUPE(orequivalent) procedureandbringannualplanningin-house.

4.2.3Resourcesresponsible for implementingthe contingency plan

TheUnderwriterCFOisresponsibleforthecontingencyplan,withinvolvement of CUO as required.

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4.2.4Critical data to be handedovertotheUnderwriter

Allcommercially sensitiveactuarialdata,including:

●Premiumandclaimsexperiencedata(grossandRI)

●Aggregationdata

●StandardFormuladata

●BSCRdata

Allplanningartefactsinuse,suchas:

●Templates

●Models

●Forecastingtools.

4.2.5Alternativesystems

Anaplanisareadilyavailablevendorpackage;intheeventofanexit,the UnderwriterwillbeabletoimplementitsowninstanceofAnaplaninthe 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;rolesmaybereplacedwithFTCs or FTEs with a readily available skillset.

4.3Technicalpaymentsprocessing

4.3.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake an assessment of thefuturetargetoperatingmodelofthefunction.Withsufficienttimebeforethe 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 conductrecruitmentactivitiesforFTEsandFTCs,suchthatthefunctionisfully staffed prior to the end date and no break in activity 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.

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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.

4.3.3Resourcesresponsible for implementingthe contingency plan

TheUnderwriterCFO,supportedbytheCIOandHeadofTreasury,is responsible for the contingency plan.

4.3.4Critical data to be handedovertotheUnderwriter

Accesstooutstandingtechnicalpaymentsprocessingbacklog/mailbox

4.3.5Alternativesystems

n/a- Underwriter hasdedicated treasury system.

4.3.6Alternativethird-partysupport

Technical payments processing roles are moderately skilled; roles may be replacedbyanoutsourcedCoverholder,FTCs,orFTEswithareadilyavailable skillset.

4.4Short-termcashflowforecasting

4.4.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake an assessment of thefuturetargetoperatingmodelofthefunction.Withsufficienttimebeforethe 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 conductrecruitmentactivitiesforFTEsandFTCs,suchthatthefunctionisfully staffed prior to the end date and no break in activity 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

The Underwriter will bring the short-term cashflow forecasting activity in-house, to be undertaken by the Underwriter’s Treasury function. The UnderwritermayexerciseitsrighttohireCoverholderstafftosupportdelivery of the service under the TUPE (or equivalent) regulation.

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4.4.3Resourcesresponsible for implementingthe contingency plan

TheUnderwriterCFO,supportedbytheCIOandHeadofTreasury,is responsible for the contingency plan.

4.4.4Critical data to be handedovertotheUnderwriter

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

4.4.5Alternativesystems

TheUnderwriter’streasurysystem,GTreasury,offersacashflowforecasting module that may be implemented in the short-term. Spreadsheet-based cash-flowforecastingwouldbeasuitablealternativeintheshort-termifnecessary.

4.4.6Alternativethird-partysupport

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

5.OutwardsRI

5.1OutwardsRIcollateralmanagement

5.1.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake an assessment of thefuturetargetoperatingmodelofthefunction.Withsufficienttimebeforethe 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 conductrecruitmentactivitiesforFTEsandFTCs,suchthatthefunctionisfully staffed prior to the end date and no break in activity 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,tobe 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.

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5.1.3Resourcesresponsible for implementingthe contingency plan

TheUnderwriterCFO,supportedbytheCIOandHeadofTreasury,is responsible for the contingency plan.

5.1.4Critical data to be handedovertotheUnderwriter

n/a- Critical data isstoredinUnderwriter’ssystem.

5.1.5Alternativesystems

n/a-UnderwriterhasdedicatedORIsystem.

5.1.6Alternativethird-partysupport

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

6.Technical Services

6.1Premiummanagement andbindingoperations

6.1.1Non-stressedexitprinciples

The Underwriter will, prior to the service end date, undertake an assessment of the future target operating model for the function, and determine whether to bring Premium Management and Binding Operations in-house or outsource to analternativeprovider(anotherMGUorthird-partyprocessor)suchthatthereis no break in processing activity. If the function 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 provide reasonable exit assistance to the Underwriter. This includes facilitating access to the Prequel platform (if not exited as part of service termination) and provision of all data and reporting required to facilitate the exit.

6.1.2Stressedexitcontingencyplanprinciples

The Underwriter may either:

●Bringin-housetheexistingoperationsbyexercisingtheUnderwriter’sstep-in rights with respect to the sub-outsourcing arrangement and right to hire the Coverholder’s staff

●Engageanalternativeoutsourcingprovider.

6.1.3Resourcesresponsibleforimplementingthecontingencyplan

The COO is responsible for the contingency plan.

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6.1.4Critical data to be handedovertotheUnderwriter

Accessto outstanding processing Technical Servicesbacklog/mailbox.

6.1.5Alternativesystems

In the event a non-stressed exit requires the Underwriter to move off the Prequel platform,alternativevendorpackagepolicyadministration/underwritingsystems are available and could be procured in the medium-term.

6.1.6Alternativethird-partysupport

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

Schedule 5

BusinessContinuityPlan

1.Underwriting

1.1ProductStrategyandDevelopment

1.1.1ToleranceLevels

As this service relates to the provision of advice that is strategic in nature and non-timesensitive,thereissignificanttolerancetodisruptionsordelays(upto1 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

In the event of unavailability of systems, e.g. Prequel, the Coverholder will temporarily cease activities insofar as datais required. If system outages persist and outputs from the service are required, activities may be performed from the mostrecentbackupofdata,orpreviousyearproductstrategydocumentscanbe used,whichever isdeemedto providea moreaccurateviewbytheUnderwriter.

1.1.3Staffing Shortages

If the service is unable to be performed due to shortage of underwriting staff (e.g. caused by staff attrition), the Coverholder will use the previous year’s underwritingproductstrategydocumentsuntilcurrentyeardocumentationcan 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.

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1.2Policyorigination,placement, andpost-bindadministration

1.2.1ToleranceLevels

As this service relates to the front-office origination of new business, there is minimaltolerancetodisruptionsordelays(upto24hours).Non-performanceof theservicewouldresultintheCoverholderbeingplacedintoinvoluntaryrun-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.TheCoverholderwillenterdata maintainedoff-systemduringtheoutageintotherelevantsystemwithinone month of the service being restored.

1.2.3Staffing Shortages

Iftheserviceisunabletobeperformedduetoshortageof underwritingstaff 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

In the event of unavailability of systems, e.g. the DUA tool, the Coverholder willtemporarilyceaseactivitiesinsofarasaccesstothesesystemsrequired.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 maintained off-system during the outage into the relevant system within one month of the system outage event occurring.

1.3.3Staffing Shortages

Iftheserviceisdisruptedduetoashortageofstaff,theUnderwriterwillmake commercially reasonable efforts to return the service to normal service levels

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within one week. If the disruption persists beyond one week, the Coverholder will:

●RedeploystafffromelsewherewithintheCoverholderorganisationto undertake processing activities

●BeginrecruitmentforFTCs

●Approachathird-partyoutsourcefirm

TheCoverholderwilleliminateanybacklogdevelopingasaresultofstaffing shortages within one month of the staffing shortage event occurring

2.Claims

2.1ClaimsManagement,Strategy&Adjustment

2.1.1ToleranceLevels

As this service relates to the adjustment of claims, considering the profile of 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, and over the longertermexposetheUnderwritertoreputationaldamage,regulatoryandlegal risks.

2.1.2SystemOutages

Intheeventofunavailabilityofsystems,e.g.Prequel,DXCXchanging(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 will enter the data maintained off-system during the outage into the relevant system within one month of the service being restored.

2.1.3Staffing Shortages

Iftheserviceisdisruptedduetoashortageofstaff,theCoverholderwillmake commercially reasonable efforts to return the service to normal service levels within one week. If the disruption persists beyond one week, the Coverholder will:

●Approachthethird-partyclaimsprocessor(ProGlobal)torequest additional staff

●BeginrecruitmentforFTCs

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●RedeploystaffelsewherewithintheCoverholderorganisationwho have been suitably trained to work on claims activities

3.Finance

3.1Credit control

3.1.1ToleranceLevels

Astheservicerelatestothemanagementofclientaccountbalancesandcash, the service has moderate tolerance to disruptions or delays (up to one week). Non-performanceoftheserviceovertheshorttermwillextendthetimelinesfor collection of cash and matching to client accounts, resulting in 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 maintained in EUC solutionsandbankrecords.TheCoverholderwillenterthedatamaintainedoff-system during the outage into the relevant system within one month of the service being restored.

3.1.3Staffing Shortages

Iftheserviceisdisruptedduetoashortageofstaff,theUnderwriterwillmake commercially reasonable efforts to return the service to normal service 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

Asthisservicerelatestoanannualprocessthatisiterativeinnatureandnon-time sensitive, there is significant tolerance to disruptions or delays (up to 3 months).Non-performanceoftheservicewouldresultinthebusinessfalling back on the most recent annual plan

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3.2.2SystemOutages

Intheeventofunavailabilityofsystems,e.g.Oracle,Anaplan,theCoverholder will temporarily cease activities insofar as data from these systems is required. The Coverholder will continue to operate other aspects of the annual planning process on a best-efforts basis. If system outages persist and outputs from the service are required, the Underwriter may instruct the Coverholder to either:

●PrepareanannualplanusingExcel

●Operateusingtheprior-year’sannualplan,adjustedforknownevents

●Prepareanupdatedplanonthebasisofthemostrecentlyavailable back-up data, adjusted for known events

3.2.3Staffing Shortages

If the service is disrupted due to a shortage of staff, the Underwriter will make commerciallyreasonableeffortstoreturntheservicetonormalservicelevelswithinone 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 tolerancetodisruptionsordelays(uptooneweek)forBAUpayments,however there is minimal tolerance for critical payments (up to 24 hours, as defined by the Underwriter). Non-performance of the service would result in 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 CoverholderwilltemporarilyceaseBAUpaymentactivitiesinsofarasdatafrom these systems is required. The Coverholder will continue to operate critical payments manually via a working paper process, which the Coverholder willpay directly from online banking systems. If system outages persist beyond one week, the Coverholder will make commercially reasonable efforts to resume

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processing via a working paper process. The Coverholder will subsequently enter transactions processed manually during the down-time into the system once service is restored, within one week of the system outage event occurring.

3.3.3Staffing Shortages

Iftheserviceisdisruptedduetoashortageofstaff,theUnderwriterwillmake commercially reasonable efforts to return the service to normal service levels within one week and will prioritise payments designated as critical. If the disruption persists beyond one week, the Coverholder will:

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

●BeginrecruitmentforFTCs

●Approachathird-party accountingoutsourcefirm

TheCoverholderwilleliminateanybacklogdevelopingasaresultofstaffing shortages within one month of the staffing shortage event occurring.

3.4Short-termcashflowforecasting

3.4.1ToleranceLevels

As this service relates to ongoing accounting processes, there is moderate tolerance to disruptions or delays (up to one week). Non-performance of the servicewouldresultinpoorvisibilityofsourcesandusesofcash,requiringthe 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.

3.4.3Staffing Shortages

Iftheserviceisdisruptedduetoashortageofstaff,theUnderwriterwillmake commercially reasonable efforts to return the service to normal service levels within one week. If the disruption persists beyond one week, the Coverholder will:

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

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●BeginrecruitmentforFTCs

●Approachathird-party accountingoutsourcefirm

4.OutwardsRI

4.1OutwardsRIcollateralmanagement

4.1.1ToleranceLevels

As this service relates to ongoing collateral management processes, there is minimaltolerancetodisruptionsordelays(upto24hours).Non-performanceof 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 Coverholderwillusebesteffortsandalternativedatasources(suchasback-ups or an alternative system than is typically used) to produce collateral management reporting using a working paper process. The Coverholder will enter the data maintainedoff-system during the outage into the relevant system within one week of the system outage event occurring.

4.1.3Staffing Shortages

If the service is disrupted due to a shortage of staff, the Underwriter will make commercially reasonable efforts to return the service to normal service levels within24hours.Ifthedisruptionpersistsbeyond24hours,theCoverholderwill redeploy staff from elsewhere within the Coverholder organisation or recruit FTCs with immediate availability.

5.Technical Services

5.1Premiummanagement andbindingoperations

5.1.1ToleranceLevels

As this service relates to ongoing collateral management processes, there is minimaltolerancetodisruptionsordelays(upto24hours).Non-performanceof 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 Coverholderwillusebesteffortsandalternativedatasources(suchasback-ups

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or an alternative system than is typically used) to produce collateral management reporting using a working paper process. The Coverholder will enter the data maintainedoff-system during the outage into the relevant system within one week of the system outage event occurring.

5.1.3Staffing Shortages

If the service is disrupted due to a shortage of staff, the Underwriter will make commercially reasonable efforts to return the service to normal service levels within24hours.Ifthedisruptionpersistsbeyond24hours,theCoverholderwill 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-performanceoftheserviceovertheshorttermwillextendthetimelinesfor collection of cash and matching to client accounts, resulting in 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 maintained in EUC solutionsandbankrecords.TheCoverholderwillenterthedatamaintainedoff-system during the outage into the relevant system within one month of the service being restored.

6.1.3Staffing Shortages

Iftheserviceisdisruptedduetoashortageofstaff,theUnderwriterwillmake commercially reasonable efforts to return the service to normal service 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-performanceoftheservicewouldresultintheCoverholder being placed into involuntary run-off and revenue being foregone.

(b)Capitalmanagementandreserving

Capital management and reserving activities relate to a reporting process that operates quarterly, there is moderate tolerance to disruptions or delays (up to one week). Non-performance of the service would result in theUnderwriterunabletocompletetheseactivities,whichwouldresultin a breach of external reporting obligations.

6.2.2SystemOutages

(a)Pricing

In the event of unavailability of systems, e.g. FireAnt, the Coverholder willcontinuetounderwritebusinessinsofarasispossiblewithoutsystem support using manual processes.

(b)Capitalmanagementandreserving

In the event of unavailability of systems, e.g. FireAnt, Tyche, the Coverholder will temporarily cease activities insofar as data from these systems is required. The Coverholder will continue to operate other aspectsoftheseprocessesonabest-effortsbasis,usingEUCsolutions.If system outages persist and outputs from the service are expected to be required before the service is restored (e.g. past quarter close), the Coverholder will produce the 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.

6.2.3Staffing Shortages

(a)Pricing

If the service isunable tobeperformedduetoshortageof actuarialstaff that persists longer than two working weeks and is not transitory, the Coverholder will make commercially reasonable efforts to recruit

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additional actuarial staff with appropriate skills, experience, and qualifications to perform the service or approach a suitably qualified professionalservicesfirmwheresignificantleadtimeisexpectedtohire FTEs.

(b)Capitalmanagementandreserving

Iftheserviceisdisruptedduetoashortageofstaff,theUnderwriterwill make commercially reasonable efforts to return 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

As this service relates to a reporting process that operates quarterly, there is moderatetolerancetodisruptionsordelays(uptooneweek).Non-performance of the service would result in the Underwriter being unable to meet external reporting obligations.

6.3.2SystemOutages

In the event of unavailability of systems, e.g. FireAnt, the Coverholder will temporarily cease activities insofar as data from these systems is required. The Coverholderwillcontinuetooperateotheraspectsofthemanagementreporting 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.

6.3.3Staffing Shortages

Iftheserviceisdisruptedduetoashortageofstaff,theUnderwriterwillmake commercially reasonable efforts to return the service to normal service levels

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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-trainingstaffinthe operation of the system’s key functions.

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