DATED 20 December 2022 FIDELIS INSURANCE HOLDINGS LIMITED as Service Recipient SHELF HOLDCO II LIMITED as Service Provider INTER-GROUP SERVICES AGREEMENT RELATING TO PROJECT COOPER

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Appendix 1 Fees

Appendix 2 Services

Appendix 3 [intentionally blank]

Appendix 4 Change Management Process

Appendix 5 Contract Governance, Accountabilities, Escalation, and Dispute Resolution

Appendix 6 Standard Contract Disaster Recovery and Business Continuity

Appendix 7 Exit Provisions and Exit Plan

Appendix 8 Permitted Sub-Contracts

Appendix 9 Remediation and Consequences from KPIS and SLA Shortfalls

Appendix 10 Data Privacy and Information Security Addendum

FIDELIS INSURANCE HOLDINGS LIMITED, a Bermuda exempted company with limited liability, whose registered address is Waterloo House, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ HM 08 (“FIHL” or the “Service Recipient”); and

SHELF HOLDCO II LIMITED, a Bermuda exempted company with registration number 202201143, whose registered address is at Clarendon House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇, ▇▇▇▇▇▇▇ (the “Service Provider”),

a “Party” and together the “Parties”).

The board of directors of FIHL has determined that it is in the best interests of FIHL’s members as a whole to effect a reorganisation of FIHL’s business pursuant to which its business will be reorganised and bifurcated, forming two separate and independent groups of companies (the “Reorganisation”).

Once the Reorganisation has been effected, the Parties intend that each entity within the Insurance Group shall delegate underwriting authority to a MGU Group entity that is established and regulated in the same or a relevant jurisdiction in respect of various activities relating to its business, and that such MGU Group entity shall perform relevant services for and on behalf of the applicable Insurance Group entity, pursuant to the terms of the Framework Agreement and a series of delegated underwriting authority agreement (each such delegated underwriting authority agreement being a “Binder Agreement” and collectively “Binder Agreements”).

The Parties also intend that the MGU Group shall perform and provide the Services for and on behalf of the Insurance Group on the terms and conditions set out in this Agreement.

In order to provide the Services to the Service Recipient, the Service Provider has entered an intra-group agreement, whereby: (i) MGU Group entities will provide services to the Service Provider for onwards provision to FIHL or other entities in the Insurance Group under this Agreement; and (ii) FML and the Service Provider will provide various internal services to the MGU Group, including the provision of staffing resources.

The Service Recipient has also entered into an intra-group agreement with other entities in the Insurance Group, whereby: (i) either FIHL or UK ServeCo will provide the Services on an onwards basis to the Insurance Group; and (ii) UK ServeCo, FIBL and Service Recipient will provide further internal services to the Insurance Group, including the provision of staff in the UK and Ireland (the “Insurance Group Intra-Group Services Agreement”). Consequently, the Parties acknowledge that the end-users of the Services include the insurers within the Insurance Group.

Definitions and Interpretation

In this Agreement, unless the context requires otherwise, the capitalised terms set out below have the following meanings:

“Affected Party”

has the meaning given to it in Clause 13.1;

“Agreement”

means this inter-group services outsourcing agreement, including any introduction, Appendices, Annexures, or Schedules thereto, as amended or restated from time to time;

“Annual Review Group”

means the members of the annual review meeting, as set out in in paragraph 3 of Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution);

“Applicable Law”

means all laws, regulations (including the Regulatory Requirements), directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal exercising statutory or delegated powers and codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties and/or their subsidiaries (as applicable);

“authorisations”

has the meaning given to it in Clause 6 (Authorisations);

“Belgian FSMA”

means the Belgian Financial Services and Markets Authority (Autoriteit voor Financiele Diensten en Markten/Autorite des Services et Marches Financiers) and any body superseding it as the regulator of the insurance sector in Belgium;

“Binder Agreement”

has the meaning given to it in Recital (B);

“BMA”

means the Bermuda Monetary Authority and any body superseding it as the regulator of the insurance sector in Bermuda;

“Business Day”

means any day that is not a Saturday or Sunday or a public holiday in England, Ireland, Belgium, New York or Bermuda;

“CBI”

the Central Bank of Ireland and any body superseding it as the regulator of the insurance sector in Ireland;

“CFWG”

means the Cross Functional Working Group, as described in paragraph 3 of Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution);

“Confidential Information”

has the meaning given to it in Clause 21.1;

“Cure Period”

has the meaning given to it in Clause 10.1.4;

“Commencement Date”

means 1 January 2023;

“Contract Year”

means a twelve (12) month period starting from the Commencement Date or any subsequent anniversary thereafter;

“Deadlock”

has the meaning given to it in Clause 23.2;

“Defaulting Party”

has the meaning given to it in Clause 10.1;

“Discloser”

has the meaning given to it in Clause 21.3;

“Exit Plan”

has the meaning given to it in Clause 8.9;

“Exit Services”

has the meaning given to it in Clause 11.1.2;

“FCA”

means the UK Financial Conduct Authority and any body superseding it as conduct regulator of the insurance sector in the UK;

“Fees”

means the fees set out in Appendix 1 (Fees);

“Fee Profits”

has the meaning set out in Appendix 1 (Fees)

“FIBL”

means Fidelis Insurance Bermuda Limited, a limited liability company incorporated in Bermuda (registered number 50047), whose registered office is at Clarendon House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇;

“FML”

means Fidelis Marketing Limited, a limited liability company incorporated in England and Wales (Companies House number 09522701), whose registered office is at ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇;

“Force Majeure Event”

has the meaning given to it in Clause 13.1 and “Force Majeure” shall be interpreted accordingly;

“Framework

Agreement”

means the framework agreement between FIHL and the Service Provider in relation to the Insurance Group’s delegation of authority to the MGU Group to underwrite insurance business, entered into between the Parties on or around the date of this Agreement;

“Good Industry

Practice”

means using standards, practices, methods and procedures and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances;

“Innocent Party”

has the meaning given to it in Clause 22.2;

“Insolvency Event”

means an event that occurs if an entity: (i) is, or is deemed for the purposes of any Applicable Law to be unable to pay its debts as they fall due or insolvent; (ii) admits its inability to pay its debts as they fall due; (iii) is in a situation where the

value of its assets is less than its liabilities (taking into account contingent and prospective liabilities); (iv) suspends making payments on any of its debts or announces an intention to do so; (v) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or (vi) a moratorium is declared in respect of any of its indebtedness;

“Insurance Group”

means the Service Recipient and all of its subsidiaries taken as a whole, being the group of companies forming the insurance business, which will comprise Service Recipient and its direct or indirect subsidiaries including regulated (re)insurance carriers and any service company, holding company, shell company or other vehicle of which FIHL has control from time to time;

“Insurance Group Intra-

Group Services

Agreement”

has the meaning given to it in Recital (E);

“IPR”

has the meaning given to it in Clause 17.3;

“KPI”

means key performance indicator;

“liability”

has the meaning given to it in Clause 22.1;

“Liable Party”

has the meaning given to it in Clause 22.2;

“Marketing Material”

means any materials in any form whatsoever (electronic or otherwise) prepared or used for advertising or promotion of any products sold under the Binder Agreements;

“MGU”

means a managing general underwriter;

“MGU Group”

means the Service Provider and all of its subsidiaries taken as a whole;

“Non-Calculations

Dispute Resolution

Procedure”

means the dispute resolution procedure set out in paragraph 16 of Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution);

“Normal Business

Hours”

has the meaning given to it in Clause 19.3;

“Outsourcing Executive

Committee”

means the Outsourcing Executive Committee, as described in paragraph 3 of Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution);

“PRA”

means the Prudential Regulation Authority and any body superseding it as the prudential regulator of insurers in the UK;

“Pre-contractual

Statement”

has the meaning given to it in Clause 29.2.1;

has the meaning given to it in Clause 21.3;

“Referred Non-material

Breach”

means a non-material breach of this Agreement that is subject to a CFWG Notification that complies with the provisions of paragraph 8.1(a) of Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution);

means any activity or inaction of a particular kind that is subject to the supervision of a Regulatory Authority that regulates one or more financial services sectors;

means any national or regional authority which is empowered by law or regulation to supervise, license or regulate the activities of a Party to this Agreement, whether on an individual basis or as a member of a corporate grouping, including the PRA, the FCA, the BMA, the CBI, the Belgian FSMA, any Taxation Authority, and such other governmental or regulatory authorities that have responsibility for regulating the Insurance Group and the MGU Group;

“Regulatory

Requirements”

means all applicable statutory and other rules, regulations, instruments in force from time to time in force from time to time in any relevant jurisdiction to which each Party is subject from time to time that relate to Regulated Activity, including for the avoidance of doubt applicable regulatory requirements to remain within risk appetite parameters, PRA papers (including: the PRA Statement of Policy on Operational Resilience from March 2021, Policy Statement 6/21 on Operational Resilience: Impact tolerances for important business services and Supervisory Statement on Outsourcing and third party risk management (SS2/21)) and CBI papers (including: Cross Industry Guidance on Operational Resilience and Cross Industry Guidance on Outsourcing); any requirements relating to SOX (Sarbanes Oxley) compliance;

“Regulatory Restriction

Event”

means where an entity: (i) ceases to be authorised to carry on business; (ii) has its authorisation suspended in one or more of the jurisdictions in which it is authorised; (iii) is ordered by any applicable Regulatory Authority, or by any government or legal entity to cease carrying on business; or (iv) has requirements imposed upon it which materially restrict its business, in each case, such that it cannot perform as contemplated under the Agreement;

has the meaning given to it in Recital (A);

means, where a matter has been referred to the Outsourcing Executive Committee pursuant to paragraph 11 of Appendix 5 (Contract Governance, Accountabilities, Escalation, and

Dispute Resolution), and the Outsourcing Executive Committee has not, within ten (10) Business Days of such referral, unanimously determined that it is reasonably practicable to continue this Agreement;

“ROFR”

has the meaning given to it in Clause 3.5;

“Seized Party”

has the meaning given to it in Clause 12.1;

“Service Deliverable”

means one or more of the service deliverables as set out in Appendix 2 (Services) or as agreed between the Parties in writing from time to time;

“Services”

means the services to be provided by the Service Recipient or the Service Provider as set out in Appendix 2 (Services) or such additional services as agreed to be provided between the Parties in writing from time to time;

“SLA”

means service level agreement;

“sub-contract”

has the meaning given to it in Clause 20.1;

“Tax” or “Taxation”

means any form of tax (including VAT or any substitute or equivalent imposed in jurisdictions outside the United Kingdom), levy, import, duty, charge, employer social security contribution, or other governmental charge (national or local) of whatever nature, whenever and wherever imposed, which is collected or assessed by, or payable to, a Taxation Authority or any other person as a result of any enactment relating to tax, together with all related fines, penalties, interest, costs, charges and surcharges, and in each case, whether payable directly or imposed by way of a withholding or deduction and in respect of any person whether their liability for the same is a primary or secondary liability;

“Taxation Authority”

means any means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Technical Content”

any aspect of the Marketing Material that is subject to Regulatory Requirements;

“Terminating Party”

has the meaning given to it in Clause 10.1;

“Third Party Business

has the meaning given to it in Clause 3.6.4;

“UK ServeCo”

means FIHL (UK) Services Limited, a limited liability company established in England and Wales (Companies House number 14112953), whose registered office is at ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇; and

“VAT”

means, in relation to the UK, value added tax imposed by the Value Added Tax Act 1994 or any legislation superseding it, within the European Union, such taxation as may be levied in accordance with (but subject to derogation from) Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, and outside the UK and European Union, any Taxation levied by reference to added value or sales.

Unless the contrary intention appears, references in this Agreement to:

numbered clauses and Appendices are references to the relevant clause in, or Appendices to, this Agreement;

a numbered paragraph in any Appendices is a reference to the relevant paragraph in that Appendices;

words denoting the singular include the plural and vice versa;

the Parties shall be deemed to include references to their successors and permitted assigns;

general words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things;

a reference to a statute, statutory provision or subordinate legislation (“legislation”) refers to such legislation as amended and in force from time to time and to any legislation that (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation;

any reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time;

the masculine includes the feminine and the neuter genders and vice versa;

a person shall mean a natural person, legal entity, body corporate, partnership or an unincorporated body; writing includes email and other similar means of communication;

references to the time of day are to London time save where expressly stated otherwise;

a reference to something being “in writing” or “written” includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by email but excluding any other form of electronic or digital communication;

any reference to a “person” includes any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference

to a “company” includes any company, corporation or other body corporate, and any limited partnership or limited liability partnership wherever and however incorporated or established;

references to “$” or “USD” means US dollars, the lawful currency of the United States of America from time to time; references to “£” or “GBP” means Pound Sterling, the official currency of United Kingdom from time to time; and references to “€”or “EUR” means Euro, the official currency of those European Union member states of the Eurozone from time to time;

any reference to a “holding company” or a “subsidiary” means a “holding company” or “subsidiary” as defined in section 1159 of the Companies Act 2006, save that a company shall be treated for the purposes of the membership requirement contained in sections 1159(1)(b) and (c) as a member of another company even if its shares in that other company are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Any reference to an “undertaking” shall be construed in accordance with section 1161 of the Companies Act 2006 and any reference to a “parent undertaking” or a “subsidiary undertaking” means respectively a “parent undertaking” or “subsidiary undertaking” as defined in sections 1162 and 1173(1) of the Companies Act 2006, save that an undertaking shall be treated for the purposes of the membership requirement in sections 1162(2)(b) and (d) and section 1162(3)(a) as a member of another undertaking even if its shares in that other undertaking are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Such references to an “undertaking”, a “subsidiary undertaking” or a “parent undertaking” shall be amended, where appropriate, by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008;

any reference to “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way;

any obligation to “procure” a certain outcome when used in relation to any Party shall mean an obligation for that Party to exercise, lawfully and in a manner that does not otherwise put such Party in breach of any fiduciary duty, any voting rights and use any and all powers vested in it from time to time as a holder of securities, shareholder, director, officer and/or employee and attorney, or through any contractual arrangements, to ensure compliance with that obligation so far as it is reasonably able to do so, whether acting alone or (to the extent that he or it is lawfully able to contribute to ensuring such compliance collectively) acting with others; and

any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

In this Agreement, the words include, including, includes, in particular and such as are to be construed as if they were immediately followed by the words “without limitation”.

All amounts payable under this Agreement shall be exclusive of VAT unless expressly agreed otherwise.

If the Service Provider is deemed to make a taxable supply for the purposes of VAT and is required to account to a Taxation Authority for any VAT chargeable thereon, the applicable Service Recipient shall pay the Service Provider an amount equal to such VAT in addition to, and at the same time as, the relevant sum to which it relates, subject to receipt of a valid VAT invoice addressed to the applicable Service Recipient.

The table of contents and headings to Clauses and Schedules are included for ease of reference only, and are not to affect the interpretation of this Agreement.

In relation to the timeliness of delivery of actions, obligations and Services set out in this Agreement the following standard definitions shall apply unless specifically varied in writing or in the Service Schedule in Appendix 2 (Services):

Ongoing:

A Service or deliverable will be available twenty four (24) hours a day, every day of the year, subject to permitted downtime or non-availability parameters. Updates will be made as necessary within one (1) Business Day of a trigger event.

As required/on

request:

A Service or deliverable will be available if requested. Requests will be acknowledged within one (1) Business Day, with an estimated delivery date determined at the Service Provider’s discretion is, being proportionate to the priority and nature of the Service or deliverable, but no later than five (5) Business Days from the date of the initial request, unless the Service Recipient agrees a later date in writing.

Regular:

A Service or deliverable will be carried out on a regular basis; the timing and frequency shall be at the Service Provider’s discretion, being proportionate to the nature of the Service or deliverable, but in any event no less than quarterly.

Daily:

A Service or deliverable will be carried out once every Business Day. Updates will be made as necessary within one (1) Business Day of the trigger event.

Weekly:

A Service or deliverable will be carried out once every week, usually on the first (1) Business Day of that week. Outputs from such Service or deliverable will be available on the second (2) Business Day of that week, unless the Service Recipient agrees a later date in writing. Updates will be made as necessary within five (5) Business Days of the trigger event.

Monthly:

A Service or deliverable will be carried out once every month, usually on the first (1) Business Day of that month. Outputs from such Service or deliverable will be available on the fifth (5) Business Day of that month, unless the Service Recipient agrees a later date in writing. Updates will be made as necessary within five (5) Business Days of the trigger event.

Quarterly:

A Service or deliverable will be carried out once every quarter, usually on the first (1) Business Day of that quarter. Outputs from such service or deliverable will be available on the fifth (5) Business Day of that quarter, unless the Service Recipient agrees a later date in writing. Quarters start on the following dates annually: 1 January, 1 April, 1 July, 1 October. Updates will be made as necessary within five (5) Business Days of the trigger event.

Quarter end:

A Service or deliverable will be carried out once every quarter, usually on the first (1) Business Day after the final day of the previous quarter. Outputs from such Service or deliverable will be available on the fifth Business Day after the final day of the previous quarter, unless the Service Recipient agrees a later date in writing. Quarters end on the following dates: 31 March, 30 June, 30 September, 31 December.

Annually:

A Service or deliverable will be carried out once every twelve (12) months, on the first (1) Business Day following 1 July. Outputs from such Service or deliverable will be available on the fifth Business Day following 1 July, unless the Service Recipient agrees a later date in writing. A year will start on the following date annually: 1 January. Updates will be made as necessary within five (5) Business Days of the trigger event.

Year end:

A Service or deliverable will be carried out once every year, usually on the first (1) Business Day after 31 December. Outputs from such service or deliverable will be available on the first (1) Business Day of February, unless the Service Recipient agrees a later date in writing.

Standard interpretation provisions shall be adopted for other time units; consequently, the words hours, day, month, and year shall be interpreted as commonly understood in plain English.

Commencement of this Agreement

The Commencement of this Agreement is conditional on the Reorganisation causing the coming into being of the Insurance Group and the MGU Group.

The Commencement of this Agreement is conditional on the Parties or any entity in the Insurance Group and the MGU Group entering into the Framework Agreement and any Binder Agreement.

In the event of the Commencement of this Agreement, the Parties shall ensure that any previous agreement relating to the provision of services (including an agreement considered an intra-group agreement) between the Parties and their respective groups or relating to the subject matter hereof, shall cease to have effect from, or as soon as reasonably practicable after, the Commencement Date, save as intended to survive termination or expiration thereof or intended to survive the Reorganisation or otherwise required for the continued efficacy of either Party’s business.

This Agreement commences on the Commencement Date and shall (except as expressly provided otherwise in this Agreement) continue until its expiry or it is otherwise terminated in accordance with the terms of this Agreement.

Services

From the Commencement Date, the Service Provider is appointed by the Service Recipient to provide the Services (including the Service Deliverables) set out in the Service Schedules included in Appendix 2 (Services) to this Agreement and in consideration of the Fees payable under this Agreement in accordance with Clause 14 (Fees and Currency), the Service Provider agrees to supply the Service Recipient with the Services.

The Service Recipient shall provide to the Service Provider such reasonable information, co-operation and assistance as the Service Provider requests from time to time, to assist it in performing the Services. In the event that the Service Recipient considers that such requests are not reasonably within the scope of the Services, the Service Recipient may charge fees and pass on expenses commensurate with the nature of the request.

The Service Provider provides the Services from the UK, Ireland, Bermuda, and Belgium.

Services provided under this Agreement shall not include any service to be provided pursuant to the Framework Agreement or a Binder Agreement.

The Parties agree that the Service Recipient shall only procure Services from the Service Provider and the Service Provider shall provide the Services except: (i) where the change control process determines otherwise; (ii) following the termination of all or some of the Services or the Agreement; (iii) where the Service Provider has exercised its refusal under the right of first refusal (“ROFR”) process set out in Clause 3.6; (iv) if it is prohibited from doing so under Applicable Law; or (v) existing or known exemptions apply (e.g. minor services (such as catering) or where direct supply or IT licenses are required).

The Parties agree the following ROFR process shall apply in respect of any additional services that the Service Provider may provide to the Service Recipient under this Agreement:

if the Service Recipient wants to seek additional services that are not currently provided as Services under the Agreement, the Service Provider shall be offered the ROFR to provide the additional services, subject to the Parties reaching agreement on fees and scope;

if within ten (10) Business Days of such request the Service Provider does not (a) wish to provide additional services pursuant to a ROFR process request or (b) give a written expression of interest, or if within five (5) further Business Days no agreement can reasonably be reached in relation thereto, the Service Recipient may tender and procure additional services in the market or take steps to recruit personnel to carry out such additional services;

the Parties agree that, as part of considering ROFR requests, the management of each Party shall be provided with the opportunity to consider systemic issues and plan accordingly for its business as a whole, recognising the closely aligned operating models of each group’s component parts and the need to ensure appropriate governance is facilitated;

if, pursuant to clause 13 of the Framework Agreement, an Insurance Group entity declines any proposal from the corresponding MGU Group entity to underwrite either additional business or an additional line of business, and instead accepts an offer from a third party MGU unconnected to the Insurance Group to perform such insurance business (“Third

Party Business”), the Service Provider shall assess whether at its discretion whether it wishes to provide the Services in respect of the Third Party Business and:

if it does, the Parties shall reach an agreement on fees and scope as soon as reasonably practicable; or

if it does not (or agreement on fees cannot be reached), the Service Recipient shall make arrangements for it or a third party to provide these services.

The Parties acknowledge and agree that the ultimate beneficiaries of the Services are the entities in the Insurance Group, and that all of the Services that the Service Provider provides to the Service Recipient will ultimately be passed through to these entities pursuant to the Insurance Group Intra-Group Services Agreement. Accordingly, the Service Provider agrees that the Service Recipient may elect that either:

the Service Provider, or such subsidiaries of the Service Provider as the Service Provider and Service Recipient shall mutually agree, shall provide all or part of the Services to the Service Recipient or to UK ServeCo, in order for the Service Recipient or UK ServeCo to pass on the Services to the other entities in the Insurance Group; or

the Service Provider, or such subsidiaries of the Service Provider as the Service Provider and Service Recipient shall mutually agree, shall provide all or part of the Services directly to another entity in the Insurance Group, as the Service Provider and Service Recipient shall mutually agree from time to time.

Performance

The Service Provider shall pursuant to this Agreement:

carry out its obligations in relation to the Services in accordance with the standards included in Appendix 2 (Services);

carry out its obligations under this Agreement in accordance with Good Industry Practice and all reasonable skill and care;

be responsible for providing at its own cost and expense all personnel and resources necessary to perform its obligations in accordance with this Agreement; and

subject always to the provision that the Service Provider is responsible for managing how the Services are provided, comply with any reasonable instructions given to it from time to time by an individual authorised by the Service Recipient in accordance with Clause 4.3, concerning the carrying out of its obligations under this Agreement within a reasonable period of the instructions being given by an authorised individual (taking into account the nature and extent of the instructions). Notwithstanding this Clause 4.1.4, the Service Provider will notify the Service Recipient if it reasonably considers that any instruction amounts to an amendment that should be addressed through Clause 23 (Amendments and Change Management Process) and the Service Provider shall not act on such instruction.

Each Party shall carry out its obligations and exercise its rights under this Agreement in accordance with all Applicable Law.

The Parties will each provide and update on a regular basis a formal list of persons (by job title) with authority to give instructions under this Agreement.

In accordance with Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution), the Service Recipient shall maintain oversight of the Services that it receives. The Service Recipient shall monitor such Services on a regular basis according to the service priority set out in Appendix 2 (Services) (and in any event at least annually) for quality assurance. The business and affairs of the Service Recipient shall be managed by its respective board of directors and appropriately designated officers. The board of directors of the Service Provider shall not have any management authority with respect to the business affairs and operations of the Service Recipient as a result of this Agreement.

Information Flows and Reports

Authorisations

Marketing

Subject to any regulatory, listing, or market disclosure obligations to which the Service Provider is subject, any publicity, marketing, or public communications referring to both Parties or the other Party shall be jointly agreed with opportunity for pre-approval provided in a timely way.

The Service Provider shall obtain the written agreement of the Service Recipient prior to:

making any reference to or using any copyright, trademark, logo, brand devises, or name of the Service Recipient in any Marketing Material; and

the Technical Content (if any).

The Service Provider shall be responsible for ensuring the compliance of the Technical Content with Applicable Law.

The Service Provider shall supply to the Service Recipient in draft all Marketing Material with sufficient time in order to allow the Service Recipient to review and approve the draft in advance of their intended date of use. Such Marketing Material shall not be used until its form and content have been approved in writing by the Service Recipient.

Compliance

Each of the Parties shall notify the other immediately as permitted if it becomes aware or suspects that any act, matter or thing has arisen or occurred or may arise or occur that may reasonably constitute or give rise to a material contravention of Applicable Law.

Each Party shall bear its own costs in relation to any dealings with any Regulatory Authority.

In the event that either Party is subject to a change of control, as defined in Section 1124 of the Corporation Tax Act 2010, it must notify the other Party in writing at the earlier of such change of control taking place or being notified to the Regulatory Authorities.

The Parties agree, as far as possible, to notify the other in a timely fashion, of any claims or disputes or actions (of any type) of which they have received notice or reasonably expect to receive notice. This shall not cover underwriting claims or disputes arising from business placed under the Framework Agreement (or any Binder Agreement).

The Parties shall make any notifications under Clauses 8.3 and 8.4 above in a timely way such as to enable the Service Recipient to comply with its obligations under Applicable Law and in any event within ten (10) Business Days of receipt or becoming aware. The Parties shall send such notices to each other in the manner set out in Clause 19 (Notices).

The Service Provider will comply with all necessary Insurance Group policies and procedures as agreed between the Parties acting reasonably.

The Parties will review any relevant policies and procedures at least annually in line with their governance requirements.

Each Party will comply with all relevant Regulatory Requirements relating to “fit and proper” and other conduct matters and the Service Provider will evidence on an annual basis its assessment process and provide an appropriate affirmation together with management information on any matters arising therefrom.

The Service Provider represents, undertakes and warrants to put in place, and to regularly maintain, update and test, plans for Operational Resilience, Business Continuity, Cyber Security, and Disaster Recovery as well as plans for exit to ensure it can maintain continuity of service in accordance with Applicable Law, including in the event of a disruption to its normal business operations and after expiration or termination with or without cause. In particular, the Service Provider shall be obliged to maintain an exit plan (an “Exit Plan”) (the initial draft of which shall be appended to this Agreement in Appendix 7 (Exit Provisions and Exit Plan)), which shall incorporate the features set out in Appendix 7 (Exit Provisions and Exit Plan) that shall apply in an exit scenario.

The Service Provider shall notify the Service Recipient of: (i) any material deficiency identified in; and (ii) any significant changes that the Service Provider makes to, any plan set out in Clause 8.9, in each case that may have a serious impact on the Service Provider’s ability to perform its duties under this Agreement.

The Service Provider will maintain and provide, in line with the KPIs set out in Appendix 2 (Services), such information about such testing, testing outcomes and reports as the Service Recipient shall reasonably require.

The Service Recipient will have the right to conduct its own testing, verification, and audit on the Service Provider’s plans for Operational Resilience, Business Continuity, Disaster Recovery, Cyber Security, and Exit Plan (including any such plans for any entity in the MGU Group). Further, the Service Recipient has a right to utilise third parties for such testing, verification, audit or similar and this Clause 8.12 shall apply notwithstanding such testing, verification, and audit being part of the Services provided by the Service Provider.

On an annual basis, the Service Recipient will set out its planned testing programme, detailing the systems and processes that are to be tested individually, in combination or collectively and the frequency required for each of these tests. The testing programme will be reasonable and in line with Applicable Law. The testing schedule or cycle will be linked to Service priorities as set out in Appendix 2 (Services) and testing will be carried out as appropriate for the priority of the Service and the Service Recipient may carry out ad hoc targeted audits. Any such activity will be carried out in line with the Service Recipient’s policies and procedures, governance framework and process for testing.

Term

This Agreement shall, unless otherwise terminated in accordance with the terms of the Agreement, be subject to a minimum term of ten (10) years from the Commencement Date. The minimum term of the Agreement is rolled on the basis set out in Clause 9.2 unless the Parties elect otherwise in writing.

The minimum term of the Agreement is subject to the following rolling mechanism:

in the first three (3) years following the Commencement Date, notice to roll the minimum term shall be deemed to be given automatically, unless the Service Recipient makes written notice to the Service Provider at least ninety (90) days prior to the anniversary of the Commencement Date; and

from the fourth (4) year onwards, the Agreement shall not roll automatically, and shall only roll at the election of the Service Recipient by providing written notice to the Service Provider at least ninety (90) days prior to the anniversary of the Commencement Date in respect of each Contract Year for the remainder of the term.

If the Agreement does not roll pursuant to Clause 9.2, the Agreement shall remain in force for a period of nine (9) years from the end of the year and the Agreement shall remain in force and the Service Provider is obliged to provide the Services during this period.

This Agreement will automatically expire at end of the minimum term unless renewed by written agreement between the Parties.

Termination of this Agreement or any Service or part thereof does not cause termination of the Framework Agreement or any Binder Agreement (as defined in the Framework Agreement), which must be terminated specifically under the terms of those agreements.

Termination

Either Party to this Agreement (the “Terminating Party”) may terminate this Agreement upon the provision in notice in writing to the other Party (the “Defaulting Party”), in accordance with the following provisions:

with immediate effect following a Resolution Failure, if the Defaulting Party (or any of its subsidiaries) has committed a material act of fraud in relation to this Agreement;

with immediate effect following a Resolution Failure, if the Defaulting Party (or any of its subsidiaries that performs any obligations under this Agreement) is subject to an Insolvency Event;

with ten (10) Business Days’ notice following a Resolution Failure, if the Defaulting Party (or any of its subsidiaries) has committed a material breach of this Agreement, provided that the Terminating Party may only terminate this Agreement if the Defaulting Party (or any of its subsidiaries) is subject to the corresponding CFWG Notification;

with immediate effect, if the Defaulting Party commits a material breach of this Agreement or applicable policies, procedures or guidelines that is capable of remedy, and a course of action to remedy such breach has been agreed by the CFWG in accordance with paragraph 10(c) of Appendix 5 (Contract Governance, Accountabilities, Escalation and Dispute Resolution), and the relevant Party fails to remedy that breach within ten (10) Business Days of the agreement by the CFWG, provided that if the nature of the breach is such that more than ten (10) Business Days are reasonably required for its remedy, then this Agreement may not be so terminated if the Defaulting Party commences to remedy such breach within that ten (10) Business Day period and then diligently pursues such remedy and completes such remedy within ninety (90) days of the agreement by the CFWG (or such other period as is agreed in writing by them) (the “Cure Period”). During the Cure Period, the Defaulting Party shall provide relevant updates and management information to the Terminating Party about the progress and status of the remedy. The Cure Period shall be no longer than three (3) Service Deliverable cycles up to a maximum of six (6) months;

without prejudice to Clause 10.1.4, with thirty (30) Business Days’ notice, if the Defaulting Party does not commence any course of action agreed by the CWFG under paragraph 10 of Appendix 5 (Contract Governance, Accountabilities, Escalation and Dispute Resolution), within twenty (20) Business Days of such course of action being agreed by the CWFG, provided that such termination right shall be automatically revoked if the Defaulting Party provides the Terminating Party with evidence to the Terminating Party’s reasonable satisfaction that it has commenced, and has continued to use reasonable efforts to perform, the agreed course of action during the thirty (30) Business Day termination notice period; or

if the other Party is an Affected Party in respect of a Force Majeure Event in accordance with Clause 13.3.

If the Terminating Party takes action pursuant to Clause 10.1, it can stipulate whether it exercises its termination right in respect of all Services or one (or more) Service or part of a Service.

For non-material breaches, the non-breaching Party has a right to remedies in accordance with Appendix 9 (Remediation and Consequences from KPIS and SLA Shortfalls).

If a Party does not exercise its right to terminate under Clause 10.1, it may elect for financial recompense in accordance with Appendix 9 (Remediation and Consequences from KPIS and SLA Shortfalls)

The Service Provider does not have a right to terminate this Agreement in the event that key personnel and resources are not available to provide the Services, unless it otherwise has a right to terminate this Agreement pursuant to Clause 10 (Termination) or Clause 13 (Force Majeure).

Effect of Termination

In the event of the expiry or termination of this Agreement:

the Parties agree to comply with the provisions of Appendix 2 (Services) and Appendix 7 (Exit Provisions and Exit Plan); and

the Service Recipient will pay a commensurate exit fee for any Services performed under the Exit Plan (“Exit Services”) where the Service Recipient elects not to roll the Agreement pursuant to Clause 9.4 or if the Service Recipient is the Defaulting Party under Clause 10.1; the Service Recipient will not pay an exit fee for the Exit Services if the Service Provider is the Defaulting Party under Clause 10.1. In all other cases, the Parties will bear their own costs. The exit fee for the Exit Services is detailed in Clause 14 (Fees and Currency) and Appendix 1 (Fees).

The Parties agree that termination and the change control process (set out in Appendix 4 (Change Management Process)) will allow for exit or partial exit or terminating one or more Services at the Service Recipient’s discretion on shorter notice periods to allow a controlled exit from the Services. The Parties agree that, as part of this exit, the management of each Party shall be provided with the opportunity to consider systemic issues and plan accordingly for its business as a whole, recognising the closely aligned operating models of each group’s component parts and the need to ensure appropriate governance is facilitated.

Termination or expiration of this Agreement for any reason shall not affect:

any rights and/or obligations accrued before the date of termination or expiration, including any rights and remedies which a Party may have against the other for breach of contract and/or breach of duty; or

any rights and/or obligations expressed or intended to continue in force after and despite termination or expiration.

Where a right of termination is exercised, during any termination notice period the Service Provider shall continue to provide the Services in accordance with the terms of this Agreement and shall give the Service Recipient all reasonable assistance in the transition of the Services either to the Service Recipient or an Insurance Group entity or to any third party service provider nominated by the Service Recipient.

The following clauses and related appendices of this Agreement shall continue in force after and despite expiration or termination (for whatever reason): clauses 1 (Interpretation); 11.1 (Effect of Termination); 11.3 (Effect of Termination on rights and obligations already accrued); 15 (Data Protection); 16 (Records and Audit Access); 17 (Intellectual Property and Information Technology); 20 (Assignment and Sub-Contracting); 21 (Confidentiality); 22 (Limitation of Liability); 28 (Contracts (Rights of Third Parties) Act 1999); 34 (Law and Jurisdiction); 30 (Remedies Not Exclusive); 31 (No Waiver); paragraphs 15 and 16 of Appendix 5 (Contract Governance, Accountabilities, Escalation and Dispute Resolution); and Appendix 7 (Exit Provisions and Exit Plan).

Insolvency Events

Where a Party is subject to an Insolvency Event and that Party is placed in receivership or conservatorship or is otherwise seized by a Regulatory Authority (which in this Clause 12 (Insolvency Events) shall include such person appointed by the Regulatory Authority for such purpose) (a “Seized Party”) then the following provisions shall apply:

all rights of the Seized Party existing under this Agreement shall vest in or be extended to the Regulatory Authority who shall be entitled to enforce such rights on behalf of the Seized Party;

all books, records and other relevant materials of the Seized Party shall be made available to the Regulatory Authority;

provided that the Fees for any Services received by the Seized Party continued to be paid either by the Seized Party or otherwise:

a termination notice issued by a Party under Clause 10.1 in respect of a Seized Party shall be of no effect and the Seized Party shall continue to be entitled to receive Services under this Agreement; and

the Parties shall maintain and conserve any systems, programs or other infrastructure used to provide Services to the Seized Party.

Force Majeure

“Force Majeure Event” means any of the following events that is beyond the reasonable control of the affected Party (the “Affected Party”): war (whether declared or not); civil war; riots; civil disorder and protest; revolution; acts of terrorism; sabotage; outbreak of infectious disease, illness or public health events (whether or not epidemic or pandemic); natural disasters (such as violent storms, earthquakes, tidal waves, floods or lightning); explosions, fires, and/or destruction of plant, machinery; strikes and labour disputes of all kinds (save where solely in respect of the employees of the relevant Party claiming Force Majeure); and acts of authority (whether lawful or unlawful), except for any lack of authorisation, licence or approval necessary for the performance of this Agreement that is to be issued by any Regulatory Authority.

Without prejudice to any rights arising under Clause 8 (Compliance) if an Affected Party is prevented or delayed from performing any of its obligations under this Agreement by a Force Majeure Event (as defined above):

in respect of the affected Services only, the Affected Party’s obligations under this Agreement shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents or delays the performance by the Affected Party of those obligations in relation to the affected Services;

as soon as reasonably possible after the start of the Force Majeure Event (and in any event within ten (10) Business Days starting as soon as possible but no later than the first Business Day after the Force Majeure Event) the Affected Party shall notify the other Party of the Force Majeure Event, the date on which the Force Majeure Event started, the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement (to the extent then known to it, or with a reasonable estimate if not known) and the efforts being made or proposed by the Affected Party to remove or avoid such Force Majeure Event;

the Affected Party shall use its reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of all of its obligations under this Agreement; and

as soon as reasonably possible after the end of the Force Majeure Event, the Affected Party shall notify the other Party in writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

If the Force Majeure Event continues for more than forty (40) Business Days after the Business Day on which the Force Majeure Event starts and there is no reasonable prospect that the Force Majeure Event shall cease imminently, the other Party may terminate this Agreement in respect of the affected Services by giving not less than five (5) Business Days’ written notice to the Affected Party to that effect, provided that the Force Majeure Event is still continuing at the date of such notice. In the event that the Agreement is terminated for force majeure the Parties agree to comply with the provisions of Appendix 7 (Exit Provisions and Exit Plan).

If an Affected Party’s obligations are suspended or reduced under Clause 13.2, then the Fees payable in respect of any Services provided by that Affected Party shall reduce in respect of the period of suspension by a fair and reasonable amount to reflect the extent of the suspension of its obligations or impact on the Services.

Fees and Currency

In consideration of the Service Provider providing the Services, the Service Recipient shall pay the Fees. Fees shall be calculated, invoiced and paid in the manner and in accordance with provisions set out in Appendix 1 (Fees).

The Service Provider agrees to apply Service Credits as set out in Appendix 9 (Remediation and Consequences from KPIS and SLA Shortfalls).

Save as otherwise stated in this Agreement, each Party shall bear its own costs in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and its own costs incurred by virtue of the termination or expiration of this Agreement. The exit fee is set out in Appendix 1 (Fees).

All amounts due under either this Agreement from one Party to another Party shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Taxation as required by Applicable Law).

Data Protection

The Service Provider and the Service Recipient acknowledge and agree that where the Service Provider or the Service Recipient processes personal data under or in connection with this Agreement it alone determines the purposes and means of processing as a controller.

In respect of the personal data that the Service Provider or the Service Recipient processes under or in connection with this Agreement, it:

shall comply at all times with its obligations under the data protection law;

shall notify the other Party without undue delay after, and in any event within twenty four (24) hours of, becoming aware of a personal data breach; and

shall assist and co-operate fully with the other Party to enable it to comply with its obligations under the data protection law, including but not limited to in respect of

keeping personal data secure, dealing with personal data breaches, complying with the rights of data subjects and carrying out data protection impact assessments.

In respect of the personal data that the Service Provider processes under or in connection with this Agreement, the Service Provider shall only process such personal data for the purposes of performing its obligations under this Agreement.

The Service Provider and the Service Recipient shall work together to ensure that each of them is able to process the personal data that 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 not be limited to entering into such other written agreements as may be required from time to time to enable the Service Provider and/or the Service Recipient to comply with the data protection law.

The activities of the Service Provider under or in connection with this Agreement in respect of which the Service Provider processes personal data as a processor on behalf of the Service Recipient, together with the data protection particulars for such processing, are stated in Appendix 10 (Data Privacy and Information Security Addendum). In addition to Clauses 15.2, 15.3 and 15.4, where, under or in connection with this Agreement, the Service Provider processes personal data as a processor on behalf of the Service Recipient, the Service Provider shall:

subject to Clause 15.5.2, only carry out such processing on the Service Recipient’s instructions from time to time. The Service Provider shall immediately inform the Service Recipient if, in its opinion, an instruction infringes any relevant data protection law;

where it is required by Applicable Law to carry out processing otherwise than in accordance with Clause 15.5.1, inform the Service Recipient of the legal requirement before carrying out such processing (unless prohibited from doing so by Applicable Law);

not disclose the personal data to any person except as required or permitted by this Agreement or with the Service Recipient’s prior written consent;

without prejudice to Clause 21 (Confidentiality), ensure that all persons authorised to process the personal data are under an appropriate contractual or other legal obligation to keep the personal data confidential;

taking account of the nature of the processing, implement appropriate technical and 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 personal data breaches; and (c) to assist the Service Recipient to comply with its obligations under the data protection law to respond to requests for exercising the rights of data subjects;

not process the personal data, or disclose the personal data to any party who carries on business, outside of the United Kingdom and the European Economic Area except with the Service Recipient’s prior written consent and, where such consent is given, the Service Provider shall take such actions and enter into such agreements as the Service Recipient may require to ensure that such processing or disclosure complies with all relevant data protection law;

not enter into an arrangement with any sub-contractor to process the personal data directly or indirectly on behalf of the Service Recipient without the prior written consent of the Service Recipient and, where such consent is given, the Service Provider shall enter into a written agreement with the sub-contractor that includes, as a minimum, provisions in favour of the Service Recipient which are equivalent to those in this Clause 15 (Data Protection). The Service Provider shall remain fully liable to the Service Recipient for any sub-contractors’ processing personal data; and

at the Service Recipient’s option, delete or return to the Service Recipient all the personal data on termination of this Agreement and delete any existing copies of the personal data except to the extent that the Service Provider is required to retain such personal data by Applicable Law.

The Service Provider shall make available to the Service Recipient all information necessary to demonstrate its compliance with its obligations under this Clause 15 (Data Protection) and the Service Recipient reserves the right to audit the Service Provider’s compliance with its obligations under this Clause 15 (Data Protection) in accordance with Clause 16 (Records and Audit Access).

The Service Provider’s obligations under this Clause 15 (Data Protection) shall continue throughout this Agreement and for a period of seven (7) years thereafter or such other period as the Service Recipient may require or as may be required pursuant to Applicable Law.

For the purposes of this Clause 15 (Data Protection) and Appendix 10 (Data Privacy and Information Security Addendum):

Records and Audit Access

The Service Provider shall keep full and accurate records in relation to the provision of the Services.

The Service Recipient, external auditors or other representatives appointed by the Service Recipient shall have the right at any time during Normal Business Hours, without any restriction or limitation, to inspect and audit any records, statistical information, systems and processes (including electronic systems and processes) of the Service Provider relating to the Services and shall have the right to make copies or extracts of any such records.

The Service Provider undertakes to deal openly and co-operatively with any Regulatory Authority in relation to the operation of this Agreement. The Service Provider shall permit any Regulatory Authority to have access to any of its business premises where the Service Provider carries on business that is the subject of this Agreement to inspect and audit the records, statistical information, accounts and business processes relating to the operation of this Agreement. The Service Provider shall, unless prohibited by Applicable Law, inform the Service Recipient promptly in the event that any Regulatory Authority exercises or seeks to exercise any right to inspect or audit the records held by the Service Provider in relation to this Agreement.

Subject to Clause 15.5, the Service Provider shall retain all records, including electronic, relating to the Services for a minimum period of seven (7) years or for such longer period as may be required by Applicable Law.

The Service Provider shall provide to the Service Recipient any information as the Service Recipient may reasonably require from time to time relating to the Services.

Intellectual Property and Information Technology

The Service Provider’s confidential information and personal data storage locations are: Belgium, Bermuda, Ireland, and UK. In the event that these locations change, the Service Provider will give the Service Recipient not less than three months’ prior written notice.

The relevant provisions of this Clause 17 (Intellectual Property and Information Technology) are intended to survive termination of this Agreement.

In this Agreement, “IPR” means all present and future rights (whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights for their full term) in any jurisdiction or geographic area in or to intellectual property including copyrights, design rights, database rights, patents, rights to sue for passing off or for unfair competition, moral rights and related rights, domain names, rights in information (including know-how and trade secrets), confidential information (which includes actuarial data sets), inventions, discoveries, secret processes, concepts, ideas, formulas, work product, written works, symbols, trade marks, service marks, logos, brands, trade and business names, slogans (and all associated goodwill in any of the foregoing), models, methodologies, proprietary models (and similar) (including methodologies to calculate the internal models and formulas as well as pricing methodologies), source code for proprietary software and systems, and images used for business, and all other similar or equivalent rights.

Except as expressly set out in this Agreement, nothing in this Agreement will function to transfer any of either Party’s IPR to the other Party.

The Service Provider warrants, represents and undertakes, on its own behalf and on behalf of the MGU Group, that it owns or possesses sufficient rights or licences to use all IPR to conduct their businesses and supply the Services as intended by this Agreement and it does not have any knowledge of any infringement of IPR by the Service Provider and the MGU Group and to the Service Provider and the MGU Group’s knowledge there is no claim, action or proceeding being made or brought or threatened against the Service Provider and the MGU Group entities regarding IPR infringement and the Service Provider and the MGU Group are unaware of any facts or circumstances that may give rise to any of the foregoing.

Each Party will retain ownership of all IPR developed outside the scope of this Agreement and the Framework Agreement.

The Service Provider will place all relevant IPR including the source code for critical proprietary systems (including Prequel, ▇▇▇▇▇▇, and FireAnt) in an escrow arrangement to the satisfaction of the Service Recipient. Terms will be mutually agreed and in accordance with market practice. Software code in escrow shall be updated on a regular basis to an agreed frequency to prevent the escrowed code being out of date. Such escrow arrangements will be updated as required on a reasonable agreed schedule.

Where the Service Provider or an MGU Group entity agrees to provide dedicated resources on a secondment basis to the Service Recipient or any Insurance Group entity (including IT software developers that work on FireAnt, Prequel or ▇▇▇▇▇▇) the Service Provider agrees that such resources shall be dedicated to provision of Services to the Service Recipient, and Insurance Group. The Service Provider cannot reallocate such dedicated resources to MGU Group tasks. Such resources are secondees, taking instructions from and using service reporting lines into the Service Recipient and its group entities for their day to day work activities, while remaining employed by the Service Provider or other MGU Group entity; the Parties acknowledge that this is structured to ensure the IPR in proprietary systems remains confidential to the MGU Group, unless escrow conditions are met.

No Partnership or Agency

Nothing contained in or implied by this Agreement shall constitute a partnership or joint venture among the Parties to this Agreement.

Nothing contained in or implied by this Agreement shall be taken as an appointment by one Party of the other Party as its agent.

Neither Party shall hold itself out as an agent of the other in undertaking any of the Services under this Agreement.

Save as otherwise provided for in this Agreement, nothing in this Agreement gives any MGU Group entity any authority or agency to make representations or warranties or to give any undertakings on behalf of any Insurance Group entity.

The Service Recipient authorises the Service Provider and each of its subsidiaries to act on its behalf in the manner and to the extent specified in this Agreement but not otherwise. The Service Provider acknowledges that pursuant to this Agreement neither it nor any of its subsidiaries has any authority to bind, act on behalf of or incur liabilities on behalf of the Insurance Group, save for the proper performance of the Services in accordance with the terms of this Agreement.

The Service Recipient confirms that it has authority from each of its subsidiaries to act on that subsidiary’s behalf in the manner and to the extent specified in or relevant to this Agreement and that pursuant to this Agreement it has authority to bind, act on behalf of or incur liabilities on behalf of the Insurance Group entity to procure the proper performance of the Services in accordance with the terms of this Agreement.

The Service Provider confirms that it has authority from each of its subsidiaries to act on each subsidiary’s behalf in the manner and to the extent specified in this Agreement and that pursuant to this Agreement it has authority to bind, act on behalf of or incur liabilities on behalf of the MGU Group to provide and procure the proper performance of the Services in accordance with the terms of this Agreement.

The Parties acknowledge and agree that any references in this Agreement to the obligations of either Party’s group of companies or any associate or subsidiary shall constitute an obligation on the applicable Party to take reasonable endeavours to procure that their respective subsidiaries shall perform such obligations in accordance with the provisions of the relevant Clause or paragraph to an Appendix (including the Service schedules set out in Appendix 2 (Services)) and otherwise in accordance with the terms of the Agreement.

Notices

Any 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) from the date on which notice of the new address is deemed to be served under this Clause 19 (Notices)).

Any notice served in accordance with Clause 19.1 shall be deemed to have been received:

if delivered by hand, at the time of delivery;

if sent by first class post, at 9.30 a.m. on the second calendar day after (and excluding) the date of posting;

if sent by airmail, at 9.30 a.m. on the fifth calendar day after (and excluding) the date of posting; or

if sent by email, at the time of transmission by the sender,

provided that if a notice would otherwise be deemed to have been received outside Normal Business Hours, it shall instead be deemed to have been received at the recommencement of such Normal Business Hours.

For the purposes of Clause 19.2, “Normal Business Hours” means 9.00 a.m. to 5.30 p.m. local time in the place of receipt on any day which is not a Saturday, Sunday or public holiday in that location. In the case of service on either Party by email, the place of receipt shall be deemed to be the address specified for service on that Party by post.

In proving receipt of any notice served in accordance with Clause 19.1, it shall be sufficient to show that the envelope containing the notice was properly addressed and either delivered to the relevant address by hand or posted as a pre-paid, signed-for first class or airmail letter, or that the email was sent to the correct email address.

This Clause 19 (Notices) shall not apply to the service of any proceedings or other documents in any legal action.

Assignment and Sub-Contracting

In this Agreement “sub-contract” shall mean assign, delegate, novate, sub-contract, or otherwise dispose of or create any trust in relation to any or all of its rights or the performance of any of its obligations or any authority granted to it under this Agreement.

No Party shall sub-contract under this Agreement without the prior written consent of the Party to whom the obligations are owed (including where appropriate subsidiaries of the Service Recipient).

A list of sub-contracts permitted pursuant to this Agreement is set out in Appendix 8 (Permitted Sub-Contracts). Provided that the Party wishing to sub-contract reasonably considers that the sub-contract is not a material outsourcing or the sub-contract is substantially the same as is

currently pre-approved each Party may sub-contract to a permitted sub-contractors without requiring the prior permission of the other Party.

Each Party shall provide such assistance to the other as may be reasonably necessary to enable the Party to renew any agreement with any sub-contractor in respect of whom consent has been provided, or in respect of any permitted sub-contract, in each case provided that the proposed terms of such renewed agreement are materially similar to the then current terms.

A Party shall remain responsible for all acts and omissions of its sub-contractors and the acts and omissions of those employed or engaged by its sub-contractors as if they were its own. An obligation on a Party providing Services to do, or to refrain from doing, any act or thing shall include an obligation upon the Party to procure that its employees, staff, agents and its sub-contractors’ employees, staff and agents also do, or refrain from doing, such act or thing.

Where the Services to be provided by a Party pursuant to this Agreement involve procuring services from third parties then the relevant Party shall use its reasonable endeavours to procure that any applicable regulatory protections in respect of the provision of the services by the third party are obtained.

The Party seeking to sub-contract to a permitted sub-contractor shall procure that:

any such permitted sub-contractor is suitable to provide the relevant Services and is sufficiently authorised, resourced and experienced to perform the relevant Services to the prescribed standard;

any such permitted sub-contractor shall provide the Services in accordance with this Agreement and the sub-contractor must enter, or have entered, into a written agreement with the third party on terms that are no less onerous than those contained within the Agreement and which enable the Party seeking to sub-contract to procure that the Service Recipient or any Regulatory Authority is able to exercise the same rights in respect of the third party as those contained in the applicable Agreement;

any such permitted sub-contractor agrees to abide by and does abide by all relevant and applicable internal policies that are applicable to the Party assigning the Services; and

that the rights of audit and record keeping set out in Clause 16 (Records and Audit Access) of this Agreement and any other rights of access to information by a Party or a Regulatory Authority remain effective notwithstanding the permitted sub-contract.

Costs for sub-contracts shall only be treated as a look or pass through in accordance with paragraph 1 of Appendix 1 (Fees) where expressly agreed in writing between the Parties and noted as such in Appendix 8 (Permitted Sub-Contracts).

In the event that the Service Provider changes its outsourced service provider, the Service Provider will use its reasonable endeavours to secure SLAs and KPIs in line with its current SLA and KPI obligations relating to the Service (as set out in Appendix 2 (Services) and Appendix 7 (Exit Provisions and Exit Plan)).

Any non-adherence by the outsourced service provider to SLAs will be communicated to the Service Recipient on a monthly basis for general administrative issues, and no later than ten (10) Business Days from the commencement of the breach for any issues that have the potential to have a material impact. Further, the Service Provider will manage the outsourced service

provider with the aim of ensuring the outsourced service provider delivers to agreed SLAs and KPIs in accordance with their agreements with the Service Provider.

Confidentiality

In this Agreement, “Confidential Information” includes (but is not limited to):

all information relating to the transactions, affairs and/or business of a Party and its policies, policyholders, significant commercial relationships (including MGUs and delegated underwriting authorities with the other Party and third parties) and any other customers;

all information relating to or arising from the performance or receipt of the Services;

all information of a confidential nature received or obtained directly or indirectly as a result of entering into or performing the Agreement;

the terms of this Agreement; and the negotiations relating to this Agreement; and

data sets including actuarial data sets.

The Parties shall both during this Agreement and thereafter:

keep all Confidential Information strictly confidential, save as permitted below; and

not disclose any Confidential Information to a third party, other than as reasonably necessary or desirable for the performance of the Services to be provided by it pursuant to this Agreement or as expressly permitted herein.

A Party (the “Recipient”) shall not, without the prior written consent of the Party to which the Confidential Information relates or which disclosed the Confidential Information (the “Discloser”), disclose any Confidential Information.

Subject to Applicable Law, the Recipient may disclose Confidential Information:

to its employees, officers, external auditors, professional advisers, consultants, or third party service providers (and, where applicable, its professional indemnity insurers) who need to know such information for the purposes of enabling the Recipient to carry out its obligations under the Agreement. The Recipient shall use all reasonable endeavours to ensure that its employees, officers, external auditors, professional advisers or consultants to whom it discloses Confidential Information comply with this Clause 21 (Confidential Information);

where required by Applicable Law, court order or any governmental or Regulatory Authority provided that, subject to any legal or regulatory obligations that apply to the Recipient, the Recipient shall give notice to the other Party that it proposes to disclose the Confidential Information;

where the Confidential Information is now in or comes into the public domain otherwise than as a result of a breach of this Clause 21 (Confidential Information); and

where the Confidential Information is already known by the Recipient in circumstances when it was not bound by any form of confidentiality obligation.

In the event of a breach or suspected breach of this Clause 21 (Confidential Information), the Recipient must notify the Discloser promptly and use all reasonable endeavours at its own cost, to remedy or mitigate the effects of such breach.

All Confidential Information shall remain the property of the Discloser and shall be returned to the Discloser or destroyed at its request, provided that the Discloser may not exercise such right of return or destruction if to do so would prevent or restrict the Recipient from complying with its obligations under this Agreement or the Recipient would be prevented from complying with such request due to Applicable Law, the requirements of a regulatory or governmental authority, order of a court or rules of an applicable stock exchange.

This Clause 21 (Confidential Information) shall continue in force after and despite the termination of this Agreement, whatever the reason for termination.

Limitation of Liability

References to “liability” in this Clause 22 (Limitation of Liability) include every kind of liability under, arising from or in relation to this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Save in respect of any sums payable under Clause 14 (Fees and Currency), so far as permitted by Applicable Law, neither Party (each a “Liable Party”) shall have any liability to the other Party (“Innocent Party”) in respect of any losses that the Innocent Party may incur in connection with any matter to which the Agreement relates, except those losses resulting from: (i) the Liable Party’s gross negligence or intentional misconduct; or (ii) where the Service Provider is the Liable Party, where a MGU Group entity intentionally breaches any policy, guidelines or procedures of an Insurance Group entity, which breach is not cured within twenty (20) Business Days of the earlier of: (1) the date on which the Liable Party becomes aware of such breach; and (2) the date on which the Liable Party receives a notice of such breach from the Innocent Party.

This Clause 22 (Limitation of Liability) shall not limit or exclude any liability that cannot be limited or excluded by law including for losses arising from: (i) death or personal injury caused by negligence; or (ii) fraud or fraudulent misrepresentation.

Amendments and Change Management Process

In the event that a change is required to the Agreement or any of the Services provided hereunder or any Service Schedule set out in Appendix 2 (Services), the Parties agree to comply with the provisions of Appendix 4 (Change Management Process).

If either Party requests the same (or materially the same) change on more than three (3) separate occasions and the other Party rejects such change requests (the third of such rejections being a “Deadlock”), the Parties shall refer the Deadlock to the Non-Calculations Dispute Resolution Procedure in order to determine whether such change shall be reflected in this Agreement.

Notwithstanding Clause 23.1, no variation of this Agreement shall be effective unless it is in writing signed by or on behalf of each of the Parties.

Each Party to this Agreement as at the Commencement Date and any Party who becomes a Party to this Agreement after the Commencement Date acknowledges and agrees that additional Parties who are or become members of the same group of companies may, subject to all necessary governance and regulatory approvals, enter into this Agreement at any time after the

Commencement Date by executing an Appendix to this Agreement (the form of which is appended in Attachment A) to be signed by the duly authorised representative of such Party only.

Contract Governance, Accountabilities, Escalation, and Service Dispute Resolution

Disaster Recovery and Business Continuity

Annual Review Group Process

The Parties recognise that their businesses have undergone significant adjustment pursuant to the Reorganisation. Within six (6) months of the Commencement Date and on each annual anniversary of the Commencement Date, the Parties agree in good faith that the Services set out in Appendix 2 (Services) should be considered and reviewed for accuracy against the requirements and capabilities of their business models. This review process will be undertaken in accordance with the Annual Review Group and related governance processes set out in Appendix 5 (Contract Governance, Accountabilities, Escalation, and Service Dispute Resolution). The Parties agree in good faith to allocate at least one (1) Business Day for such review and allocate appropriately skilled, authorised and senior personnel to attend and engage in such review.

In the event that a change is required to this Agreement or any of the Services and related SLAs and KPIs following the review process referred to above at Clause 26.1 (including the information set out in Appendix 2 (Services)) provided hereunder, the Parties agree to use reasonable endeavours to agree to and facilitate such change, complying with the provisions of Appendix 4 (Change Management Process) and to record the change in writing, considering any regulatory approvals or notifications required before doing so. The Parties agree in good faith that this annual review process shall be used to refine the Services set out in Appendix 2 (Services) and shall not be used to request materially different service receipt or provision (which should be requested using change control in Clause 23 (Amendment and Change Management Process), exit of specific Services, or termination provisions in Clause 10 (Termination)). Either Party shall have the right to request the review of the terms of this Agreement (including any service schedule in Appendix 2 (Services) and suggest amendments as part of the annual review). In the event of such request the Parties agree in good faith to consider and agree such request and any proposed amendments.

Each Party will conduct an annual business review and planning process, which will also include review and planning for the Services, and such plans will be finalised and agreed in line with relevant governance requirements and as set out in Appendix 2 (Services). For the Services this process shall ensure that all Applicable Law has been considered. Should either Party be aware that its relevant framework (regulatory or otherwise) is required to change, this should be raised through the change control process in Appendix 4 (Change Management Process) rather than the business planning process.

If either Party requests the same (or materially the same) change on more than three (3) separate occasions and the other Party rejects such change requests, the Parties shall refer the Deadlock to the Non-Calculations Dispute Resolution Procedure in order to determine whether such change shall be reflected in this Agreement.

Further Assurance

The Parties shall each promptly execute (or procure the execution of) such further documents as may be required by Applicable Law or be necessary to implement and give effect to this Agreement.

Where as a result of any changes in Applicable Law relating to a Party or to the Services it is to provide pursuant to this Agreement, it, acting reasonably and in good faith, considers that the terms of this Agreement need to be adapted and requests that they are adapted then the other Parties shall each consider such request in accordance with Clause 23 (Amendments and Change Management Process) and the change control process in Appendix 4 (Change Management Process).

Contracts (Rights of Third Parties) Act 1999

Entire Agreement

This Agreement represents the entire terms agreed among the Parties in relation to its subject matter and supersedes and extinguishes any prior drafts or heads of terms and all previous contracts, arrangements, representations and/or warranties of any nature (whether or not in writing) among the Parties relating to its subject matter.

Each Party acknowledges and agrees that in entering into this Agreement on the terms set out in this Agreement it is not relying upon (and shall have no remedy in respect of):

any pre-contractual or other statement, representation, warranty, promise, assurance, prediction, projection or forecast made or given by any other Party or any other person (whether negligently or innocently made), whether or not in writing, at any time before the execution of this Agreement that is not expressly set out in this Agreement (a “Pre-contractual Statement”);

any unlawful communication as defined in section 30(1) of the Financial Services and Markets Act 2000 made by any other Party or any Party’s professional advisers; and

solely in reliance on its own commercial assessment and investigation and advice from its own professional advisers.

No Party shall have any liability for any Pre-contractual Statement and the only liability each Party shall have in respect of those statements, representations, warranties, assurances and undertakings made or given by it and set out or incorporated in this Agreement shall be for breach of contract.

Nothing in this Clause 29 (Entire Agreement) shall operate to limit or exclude any liability for fraud.

Remedies Not Exclusive

No Waiver

A failure or delay by a Party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

A waiver by a Party of any breach of or default under this Agreement shall not be considered a waiver of a preceding or subsequent breach or default.

A purported waiver or release under this Agreement is not effective unless it is a specific authorised written waiver or release.

Severance

Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any provision of this Agreement shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect (subject to Clause 32.2).

If any provision of this Agreement shall be determined to be illegal, invalid and/or unenforceable, but would be legal, valid and enforceable if amended, the Parties shall consult together in good faith and agree the scope and extent of any modification or amendment necessary to render the provision legal, valid and enforceable and so as to give effect as far as possible to the intention of the Parties as recorded in this Agreement.

Counterparts

Law and Jurisdiction

For the Service Recipient

SIGNED by

)

FIDELIS INSURANCE HOLDINGS LIMITED

)

For the Service Provider

SIGNED by

)

SHELF HOLDCO II LIMITED

)

When the Service Provider has purchased part or all of the Services from an external third-party supplier or third-party outsourcing provider, the applicable costs shall be directed to the Service Recipient with no additional charge attaching.

Where such costs are to be shared by the Service Provider and the Service Recipient, the Service Recipient’s apportioned contribution shall be established from the ratio of Service Recipient’s headcount against the Service Provider’s headcount – for example: if the Service Recipient has 50 headcount and the Service Provider has 200 headcount the ratio is 1:4 and the Service Recipient shall pay one fifth of such costs. Headcount shall be established from the last available HR management information prepared for the Service Recipient.

Save where paragraph 1 applies, when the Service Provider supplies Services, the Fees for Services shall be:

calculated on an agreed estimated basis;

the estimate shall be based on an estimated apportioned cost plus 5% (the 5% “Fee Profit”);

the apportioned cost shall be based on an estimate of costs incurred in providing Services under the Agreement to entities in the Service Recipient group;

for the first year of the term, subject to paragraph 3(f) below the apportioned cost shall be estimated based on the Service Provider’s actual costs derived from financial records for the financial year ending 2022. The Service Provider shall provide the initial Fees estimate in respect of the first financial year to the Service Recipient by the start of the first financial year and, on a quarterly basis, the Service Provider shall provide a revised estimate on a 3+9, 6+6, 9+3 basis, along with calculations set out in sufficient detail for the Service Recipient to understand the methodology and assumptions used by the Service Provider in determining the estimated apportioned costs;

in subsequent years of the term, the estimated apportioned cost shall be based on Service Provider actual costs derived from financial records for the financial year immediately preceding the billing year;

for the avoidance of doubt, the Parties agree that financial records can be used for the first three quarters of 2022 financial year (appropriately adjusted for Project ▇▇▇▇▇▇ related costs and expenses) but the Parties should not establish the estimated apportioned costs from financial records for the fourth quarter of 2022 financial year except by mutual agreement following discussion about the impact of the Reorganisation on such financial records;

the Service Provider shall inform the Service Recipient of the quarterly estimated Fees within fifteen (15) Business Days of the quarter end, along with calculations set out in sufficient detail for the Service Recipient; and

the Service Recipient may request background information including calculations carried out by the Service Provider in relation to establishing Fees.

Where Service Provider premises are occupied or utilised by the Service Recipient on the basis of an under-lease, sub-lease or formal licence basis on terms required by the Service Provider’s landlord, the rent and service charges payable by the Service Recipient shall be as set out in the under-lease, sub-lease or formal licence document. If there is no such document or the document is silent, costs shall be charged and allocated when levied by the Landlord on the basis of an estimated proportion of the Service Providers premises costs, such fair proportion being derived from the Service Recipient’s average headcount in the jurisdiction in which the premises is located for the immediately preceding period (if charged on an annual basis, this shall be the average headcount of an annual period, if charged quarterly, this shall be over the last quarter).

The Parties shall not be required to prepare timesheets. The Service Provider shall provide management information estimating how the Service Recipient could recharge Fees to each entity within the Service Recipient’s group. This will be a percentage per jurisdiction and entity.

The Parties agree that Fees, invoices, and the payments process shall not allow netting or set off of any nature including within or between currencies, jurisdictions, entities, service types, costs, Fees or commission, or amounts arising from other agreements between the parties related or unrelated to the subject matter hereof.

Invoices shall be raised and Fees shall be payable in US Dollars, GB Pounds or Euros as agreed between the CFO for each group on a quarterly basis (and, if no agreement, invoices shall be raised and Fees shall be paid in US Dollars). If the Service Provider incurs costs in currencies other than US Dollars, GB Pounds or Euros, expenses will be recharged to the Service Recipient in US Dollars using the ledger monthly exchange rate in force on the invoice date.

Invoices shall be raised and levied in arrears at the end of each financial quarter for the amount of Fees due and owing for Services provided during that financial quarter. Invoices are payable within 30 days of the date of receipt of the invoice by a Party. Invoices shall be delivered in accordance with the notice provisions set out in Clause 19 (Notices) of this Agreement.

All records, invoices and accounts that the Service Provider prepares under the Agreement shall be in accordance with US GAAP.

If the Service Recipient does not dispute a quarterly estimated Fees invoice the Service Recipient shall pay the undisputed amount of the Fees in accordance with the payment terms. If the Service Recipient disputes all or any part of the quarterly estimated Fees, the Service Recipient shall notify the Group CFO of the Service Provider within ten (10) Business Days of being informed of the quarterly estimated Fee, following which date, if it has not disputed such sums, it shall be taken to have accepted the quarterly estimated Fee. If the Service Recipient wishes to question an invoice or Fee calculation mechanism, it is intended that the Party’s CFO will discuss concerns with the other Party’s CFO in the first instance. In the event an issue remains unresolved, the Party’s CFO will table an agenda item for discussion at the appropriate contractual governance forum, which initially is the Quarterly Outsourcing Management Committee (see Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution)). Contractual governance escalation shall be used; after which the Party may invoke the contractual Dispute Resolution procedure (see Appendix 5 (Contract Governance, Accountabilities, Escalation, and Dispute Resolution)). At any point after discussing with the other Party’s CFO and prior to invoking the contractual Dispute Resolution procedure, each Party has the right to invoke an audit or engage specialist forensic accounting (or any other applicable) expertise to establish the correct invoicing or Fee calculation mechanism, the costs of which shall be shared equally between the Parties on a 50:50 basis.

If an exit fee is payable under the terms of the Agreement, the Service Recipient will pay costs relating to Exit Plan and Non-Underwriting Run-Off Services. Such costs will be established as a reasonable estimated apportioned cost plus 5%, save that when the Service Provider has purchased part or all of the Exit services from an external third party provider, an estimated apportionment of the applicable costs shall be directed to the Service Recipient with no additional charge attaching. Costs will be estimated on the same basis as Services or substantially similar Services as set out above in paragraph 1 of the Fee Appendix and apportionment shall be based on headcount ratios at the point of the costs being incurred.

Service Credits will be applied as per Appendix 9 (Remediation and consequences from KPIS and SLA Shortfalls).

Finance Service Level Agreements and Key Performance Indicators

Finance Detailed Service Schedules

Business Planning

Management Reporting

Technical Accounting

Payroll Processing

IT Service Levels and Key Performance Indicators

Service Request Management

Incident Management

Security Incident Management

Strategic Support Services

Availability Management