This Managing General Agency Agreement (this “Agreement”), dated as of February 1, 2021, is made and entered into by and between Midvale Indemnity Company, a Wisconsin corporation (the “Company”), and Bowhead Specialty Underwriters, Inc., a Delaware corporation (the “Managing General Agent”).

WHEREAS, the Company is a duly licensed insurance company organized in the State of Wisconsin; and

WHEREAS, the Managing General Agent is a licensed producer and a licensed managing general agent organized in the State of Wisconsin and is a licensed agent or producer in all states for which it is granted authority hereunder; and

WHEREAS, the Managing General Agent has the requisite professional experience to perform all such functions as the parties shall agree the Managing General Agent may lawfully advise upon relating to the Subject Business described in this Agreement;

WHEREAS, the Company has entered into a reinsurance agreement reinsuring all business produced hereunder to American Family Mutual Insurance Company, S.I. (“AmFam”), and AmFam has entered into that certain Quota Share Reinsurance Agreement with [Bowhead Insurance Company, Inc.] (the “Reinsurer”) effective as of November 1, 2020, and any addenda or amendments thereto (the “Reinsurance Agreement”), pursuant to which the Reinsurer shall undertake to protect AmFam from loss or liability on coverage AmFam reinsures that is produced under this Agreement in exchange for reinsurance premiums agreed to by the Company and the Reinsurer; and

WHEREAS, the Company wishes to appoint the Managing General Agent to act as the managing general agent for the Company in the solicitation, underwriting, binding, issuance and administration of those types of insurance policies, endorsements, binders, certificates, proposals for insurance, or any other document that binds the Company to insurance coverage and/or reinsurance assumed from captive reinsurers pursuant to this Agreement (each, a “Policy”) that the Company and the Managing General Agent plan to produce, bind and underwrite pursuant to the terms of this Agreement.

NOW, THEREFORE, the Company and the Managing General Agent, in consideration of the mutual promises, agreements, covenants and conditions hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Company and the Managing General Agent agree as follows:

1.1The Company hereby appoints the Managing General Agent to act as its managing general agent, as that term is defined in s. Ins 42.01 of the Wisconsin Administrative Code as published under s. 35.93 of the Wisconsin Statutes (the “Wisconsin Administrative Code”) and as a reinsurance intermediary-broker in accordance with Chapter Ins. 47 of the Wisconsin Administrative Code, and to conduct the business specified in the Subject Business attached hereto as Exhibit A, including all Policies currently reinsured under the Reinsurance Agreement but issued prior to the date hereof (the “Subject Business”).

1.2The Managing General Agent acknowledges and agrees that the Company’s appointment of the Managing General Agent does not restrict in any manner the Company’s right to appoint agents or managing agents to write any line or policy of insurance, or to directly write any line or policy of insurance.

1.3All activities of the Managing General Agent pursuant to this Agreement shall be in compliance with the terms of the (i) Reinsurance Agreement, (ii) the Underwriting Guidelines and (iii) all applicable laws and regulations.

2.1The Managing General Agent has the authority and duty to act as a managing general agent for the Company with regard to the Subject Business as described in Exhibit A and to perform its obligations hereunder in conformity with the underwriting and operating guidelines and pricing standards attached as Exhibit B (as amended from time to time, the “Underwriting Guidelines”). The Underwriting Guidelines may be amended from time to time by written agreement of the Parties, provided that (a) the Company shall not unreasonably withhold, delay or condition its agreement to any amendment to the Underwriting Guidelines proposed by the Managing General Agent and (b) the Managing General Agent shall not unreasonably withhold, delay or condition its agreement to any amendment to the Underwriting Guidelines proposed by the Company as required for this Agreement, the business produced hereunder, or the Company or any of its Affiliates to comply with applicable laws and regulations. The Managing General Agent’s authority includes production, appointment, and supervision of duly licensed and appointed property and casualty producers and, where required by law, licensed surplus lines produces (collectively, “Producers”) for or on behalf of the Company, as well as underwriting, accounting and claims handling under the terms of this Agreement. All acts of the Managing General Agent, insofar as the Company’s business is concerned, are subject to the ultimate authority of the Company.

2.2The Managing General Agent has the authority to accept Policies complying with the Underwriting Guidelines, as follows:

(1)the Policies shall be on forms approved in advance by the Company;

(2)the Policies shall be written by or through duly licensed and appointed Producers or by the Managing General Agent where duly licensed and appointed;

(3)the rating methodology is as provided in the Underwriting Guidelines, which the Managing General Agent shall follow, and the Managing General Agent shall follow the agreed rating methodology to establish or modify rates;

(5)the only classes of business the Managing General Agent is authorized to produce and handle under this Agreement are the classes of business specified in Exhibit A (the Subject Business) as produced in accordance with Exhibit B (the Underwriting Guidelines);

(6)the maximum limits of liability for Policies to be produced pursuant to this Agreement are set forth in the Underwriting Guidelines;

(7)the Managing General Agent may issue Policies under this Agreement only to insured residents in the states in which business is permitted to be produced under the Reinsurance Agreement and Exhibits A and B;

(8)the Managing General Agent shall only cancel Policies as set forth in the policy form for the Policies produced hereunder or as otherwise permitted by applicable law and in accordance with Article 11 of the Reinsurance Agreement;

(9)the maximum term for any Policy issued hereunder shall be as set forth in the Underwriting Guidelines;

(10)the Managing General Agent shall employ all commercially reasonable and appropriate measures to control and keep a record of the issuance of the Company’s Policies hereunder, including, but not limited to, keeping records of Policy numbers issued and maintaining Policy inventories; and

(11)the excluded risks are those set forth in the Underwriting Guidelines.

2.3The Managing General Agent shall have the authority to cancel or non-renew Policies, subject to requirements of applicable law and the terms and conditions of this Agreement and the relevant Policies and in accordance with Article 11 of the Reinsurance Agreement. The Company shall not be responsible for the cancellation or non-renewal of Policies, but may, in its sole discretion, choose to do so, subject to applicable laws and regulations. Cancellation authority shall be exercised by the Managing General Agent only for causes inherent in the particular risk and shall not be construed as authority to make general or indiscriminate cancellations or replacement of the Policies with those of another insurance company, except upon specific written instructions from the Company.

2.4The Managing General Agent has the authority to receive and collect premiums, fees, and salvage and subrogation and to retain commissions and other compensation out of such collected premiums, subject to the terms and conditions of this Agreement. In addition, the Managing General Agent has the authority to collect payments for losses, loss adjustment expenses and other amounts due from the Reinsurer but shall promptly send a report to the Company concerning such transactions.

2.5The Managing General Agent or its designated and approved claims handler shall have the authority to set case loss and loss adjustment expense reserves, set or determine incurred but not reported (“IBNR”) reserves, adjust, and pay claims on behalf of the Company with respect to the Policies in accordance with the terms of this Agreement, the Policies, the Reinsurance Agreement and applicable law. Notwithstanding the foregoing, the Company may, but shall not be obligated to, establish its own reserves and IBNR reserves and publish the same in its financial statements. The Managing General Agent hereby indemnifies the Company for any loss or liability arising out of the Managing General Agent’s or its designated claims handlers’ handling and settling of claims in excess of amounts payable under the express terms of the Policies, without duplication of amounts recovered by the Company under the

2.6The Managing General Agent shall not act as a reinsurance intermediary broker in any jurisdiction unless it possesses any required license with respect to such jurisdiction, or is otherwise exempt from licensure. The Managing General Agent, as reinsurance intermediary-broker, shall:

(A)Type of contract, limits, underwriting restrictions, classes or risks and territory;

(B)Period of coverage, including effective and expiration dates, cancellation provisions and notice required of cancellation;

(C)Reporting and settlement requirements of balances;

(D)Rate used to compute the reinsurance premium;

(E)Names and addresses of assuming reinsurers;

(F)Rates of all reinsurance commissions, including the commissions on any retrocessions handled by the Managing General Agent;

(G)Related correspondence and memoranda;

(H)Proof of placement;

(I)Details regarding retrocessions handled by the Managing General Agent including the identity of retrocessionaires and percentage of each contract assumed or ceded;

(J)Financial records, including but not limited to, premium and loss accounts; and

(K)When the Managing General Agent procures a reinsurance contract on behalf of a licensed ceding insurer: (i) directly from any assuming reinsurer, written evidence that the assuming reinsurer has agreed to assume the risk; or (ii) if placed through a representative of the assuming reinsurer, other than an employee, written evidence that the reinsurer has delegated binding authority to the representative.

2.7The Managing General Agent may not sub-delegate binding authority to issue Policies on behalf of the Company to any broker, agent, managing general agent or any other Producer without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed.

2.8The Managing General Agent agrees to comply with, and to implement and maintain a commercially reasonable compliance protocol relating to, the USA Patriot Act, Federal Violent Crimes Control Act, and all applicable federal laws and regulations applicable to its activities under this Agreement governing the identification of customers and insureds and the handling of funds and the business conducted under this Agreement. The Managing General Agent agrees to require the same from all Producers, adjusters, or other third parties with whom it may contract to perform all or any part of its functions under this Agreement.

2.9The Managing General Agent shall not permit its Producers to serve on the Company’s board of directors, jointly employ an individual who is employed by the Company or appoint a sub-managing general agent.

2.10The parties acknowledge, understand and agree that the Managing General Agent is an agent of the Company and not the Reinsurer, and that there are acts of the Managing General Agent which may be required by applicable law to be performed on behalf of the Company. Notwithstanding the generality of the foregoing, the Reinsurer shall be solely responsible for the acts of the Managing General Agent and shall ultimately assume the business, credit or insurance risk (save the risk of the Reinsurer’s insolvency) of such acts of the Managing General Agent under the Reinsurance Agreement.

2.11The Managing General Agent is authorized to designate one or more third party clams administrators or independent claims adjusters through whom claims arising in connection with the Policies bound pursuant to this Agreement shall be adjusted. The selection of such third party clams administrators or independent claims adjusters, as applicable, by the Managing General Agent shall be subject to prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Such third party clams administrators or independent claims adjusters, as applicable, are the agents of the Company but the Company shall be held harmless and indemnified by the Managing General Agent for any liability, claim, demand, expense and/or cost of whatever kind or character as a result of, related to or connected with any action or inaction of such claims adjusters; except however in any instance and to the extent where the conduct giving rise to the allegation related to any such liability, claim, demand, expense and/or cost was performed at the specific written direction of the Company.

2.12The Managing General Agent may not pay or commit the Company to pay a claim over a specified amount, net of reinsurance, which exceeds one percent (1%) of the Company’s policyholder surplus as of December 31 of the last completed calendar year without prior approval of the Company. Within ninety (90) days after the end of a calendar year, Company shall notify the Managing General Agent in writing of the Company’s policyholder surplus for such calendar year.

2.13The Managing General Agent understands and agrees that it has no power or authority granted to it by the Company independent of this Agreement and the Reinsurance Agreement, and that this Agreement and the Managing General Agent’s authority hereunder shall cease immediately upon termination, for any reason, of this Agreement or of the Reinsurance

2.14The Managing General Agent, if, as and when to the extent applicable law requires, shall provide notice to the Texas Department of Insurance (the “TDI”) on forms prescribed by the TDI, any reports and/or notices required by Texas Insurance Code § 4053.108 as amended, including, without limitation, timely filing such forms within thirty (30) days or such other period as permitted by law after the occurrence of any of the following events:

(1)balances due to the Company for more than ninety (90) days that exceed:

(A)$1,000,000; or

(B)ten percent (10%) of the Company’s policyholder surplus, as reported in the Company’s annual statement filed with the TDI and shared with the Managing General Agent;

(2)balances due for more than sixty (60) days from a Producer appointed by or reporting to the Managing General Agent that exceed $500,000;

(3)authority to settle claims for the Company is withdrawn;

(4)money held for the Company for losses is greater than an amount that is $100,000 more than the amount necessary to pay the losses and loss adjustment expenses expected to be paid on the Company’s behalf within the next sixty (60)-day period; or

(5)this Agreement is canceled or terminated.

2.15The Managing General Agent shall perform all obligations and actions contemplated to be performed by the Managing General Agent under the Reinsurance Agreement, which are incorporated herein by reference.

2.16The Managing General Agent and the Company shall establish an account for the payment of claims in and FDIC-insured bank (the “Claims Account”). The Claims Account shall be in the name of, and shall constitute property of, the Company but the Managing General Agent may reasonably designate officers and employees with signing authority over such account solely for the payment of losses, claims and loss adjustment expenses under the Subject Business. The Managing General Agent shall, and shall cause its officers and employees to, only use such Claims Payment Account for the payment of losses, claims and loss adjustment expenses under the Subject Business that are reinsured under the Reinsurance Agreement. The Managing General Account shall establish reasonable controls, policies and procedures designed to ensure that the Claims Payment Account is only used for such purposes. The Claims Account shall be funded by monthly withdrawals from the Trust Account under the Reinsurance Trust Agreement by the Company at the written request of the Managing General Agent, following submission to the Company of a certificate of the Managing General Agency certifying the Managing General Agency’s reasonable best estimate of the anticipated

3.1The Managing General Agent’s compensation shall be as set forth in Exhibit C (the “MGA Commission”). Within forty-five (45) days after the end of a calendar month, the Managing General Agent shall provide the Company with a statement of the reasonable, documented, out- of-pocket costs of providing services under this Agreement for such calendar month. If the amount of such reasonable, documented, out-of-pocket costs exceeds the MGA Commission paid to the Managing General Agent during such time period, the Company shall pay the difference to the Managing General Agent within thirty (30) days after receiving the statement; provided, however, that the Managing General Agent may instead deduct such amounts from premiums received. If the amount of MGA Commission exceeds the reasonable, documented, out-of-pocket costs during such time period, the Managing General Agent shall remit the difference to the Company within thirty (30) days after sending the statement. Notwithstanding the foregoing, in no event shall the MGA Commission or any amount payable to the Managing General Agent under this Agreement exceed, individually or in the aggregate, the aggregate amount of gross written premium for the Subject Business less any return premiums and commissions and any fronting or ceding fee payable to the Company under the Reinsurance Agreement, the true intent of this Agreement and the Reinsurance Agreement being that the Company shall always be entitled to receive and retain fronting or ceding fee, without deduction for any amounts payable to the Managing General Agent, the Reinsurer or any third party.

3.2The MGA Commission due to the Managing General Agent hereunder from the Company, and any costs and expenses of the Managing General Agent contemplated to be borne by the Company hereunder, shall only be payable from the policy premiums, fees and other consideration collected by the Managing General Agent hereunder on behalf of the Company. In no event shall the Company be liable to make payment of such amounts from any of its other assets.

3.3In the event there is no Producer to receive the designated commission on a Policy, the Managing General Agent may retain such commission.

3.4The MGA Commission and Exhibit C may be amended from time to time upon mutual agreement of the Company and the Managing General Agent without otherwise affecting the other terms and conditions of this Agreement.

4.1The Managing General Agent shall provide and maintain all necessary books, records, Policies, underwriting files, claim files, dailies and correspondence with policyholders, and accounts of all business and transactions pertaining to the Policies in order to determine the amount of liability of the Company and the amount of premiums due the Company (“Books and Records”) for a minimum of seven (7) years or until the completion of a financial examination by the Wisconsin Office of the Commissioner of Insurance (the “OCI”) or the TDI, whichever is longer. All such Books and Records shall be maintained separately from the records of any other insurer and in a form usable to insurance regulatory authorities in accordance with the National Association of Insurance Commissioners (“NAIC”) Accounting

4.2The Managing General Agent shall timely transmit to the Company appropriate data from electronic claim files and/or make available to the Company on a read only basis electronic access to the Managing General Agent’s electronic claim files. In addition, the Managing General Agent shall, at the Company’s request and expense, send a copy of the claim file to the Company as soon as it becomes known that the claim: (i) has equaled or exceeded or has the potential to equal or exceed an amount which is one-half percent (0.5%) of the Company’s policyholder surplus as of December 31 of the immediately preceding calendar year or exceeds the limit set by the Company, whichever is less, (ii) involves a coverage dispute, (iii) may exceed the Managing General Agent’s claims settlement authority, (iv) is open for more than six (6) months; or (v) is closed by payment of an amount equal to or greater than one-half percent (0.5%) of the Company’s policyholder surplus as of December 31 of the immediately preceding calendar year.

4.3All claim files shall be the joint property of the Company and the Managing General Agent; provided, however, that upon an order of liquidation of the Company, the claim files shall be the sole property of the Company or its estate; provided however, in such an event, the Managing General Agent shall be afforded reasonable access to and the right to copy the files on a timely basis. The Company may have reasonable access to and the right to copy the claim files on a timely basis. Any and all Policies and/or claim files required to be maintained pursuant to this Article 4 may be maintained in electronic data storage form accessible by computer and if so stored in this fashion, no physical copy of such items need be maintained. Where electronic claims files are maintained, any data from such files requested or required by the Company shall be provided at the Managing General Agent’s expense within forty-five (45) days or less if so requested by the Company, provided that such request is based upon a legitimate business need. Upon request of the Company, prior to or after the termination of this Agreement, the Managing General Agent shall provide to the Company, at the Managing General Agent’s sole cost and expense, electronic copies of any and all data related to the Subject Business in a format specified by the Company. The Managing General Agent agrees to provide to the Company immediately upon its request, the location of and access to all records not stored in the office of the Managing General Agent, including any authorization, login, password or other information necessary to provide access to the Company on a read-only basis. The term “read-only basis” whenever used herein shall include the ability of the Company to make copies. The Managing General Agent shall secure a waiver of any lien in favor of a lender, landlord or other creditor which might attach to the records, physical or electronic, including any storage device for those records, in the event of any default by the Managing General Agent in order to ensure that the Company has access to all records and data associated with the Policies under the terms of this Agreement. Further, the Managing General Agent shall ensure any vendor or other third party acknowledges and agrees that the Company, at no expense to the Company, shall have use of any data, information, reports, files or statistics provided prior to or after the termination of this Agreement.

4.4The Managing General Agent shall prepare separate, itemized, monthly statements for each Producer on the business placed by such Producer through the Managing General Agent, and furnish such Producer with an IRS Form 1099 each year when required.

4.5All records applicable to the Company’s business shall be open for inspection and/or audit upon five (5) business days’ prior written notice at all reasonable times by the Company, its reinsurers, insurance department personnel or other governmental authorities. The Managing General Agent shall retain records in accordance with ss. Ins 6.61 and 6.80 of the Wisconsin Administrative Code. The Company’s right to inspect and audit the Managing General Agent’s records related to the Company’s business shall survive termination of this Agreement.

4.6Subject always to Article 18 - Confidentiality, upon request and pursuant to regulatory requirements, the Managing General Agent shall provide access to the Company or the Company’s designated accountant and/or statistical agent on a read-only basis, copies of all applications, binders, Policies, daily reports, monthly reporting forms and endorsements issued by or through licensed Producer(s), including all other evidence of insurance written, modified or terminated.

4.7[RESERVED]

4.8At renewal of any Policy issued by the Managing General Agent, the Managing General Agent shall be responsible to the insured for the renewal or non-renewal of the Policy and shall timely communicate any renewal quote or notice of non-renewal to the insured to preclude the extension of coverage beyond the expiration date of the current in-force Policy.

4.9Either party shall have the right, upon at least five (5) business days’ prior written notice, to audit the records and procedures of the other party that relate directly to its performance of this Agreement subject to all applicable legal privileges, including, without limitation, the attorney-client privilege and attorney work product doctrine. This audit must be conducted during normal business hours, and may be conducted by the auditing party or by its appointed representatives. Both parties shall maintain and present for audit all appropriate records for the current year and the prior calendar year relevant to the subject of this Agreement, and to its performance thereunder. The parties acknowledge that they may be restricted from access to information that is unrelated to this Agreement. The parties shall at all times comply with the other party’s security procedures then in effect, including limiting access to personal, or personally identifiable, information. In no case may either party review non-billable expenses, business strategy, or other information of the other party that is unrelated to this Agreement. Representatives of the party being audited have the right to be present at all times during any audit, and the parties shall cooperate in advance of the audit to plan and coordinate the audit process.

4.10The parties acknowledge that the Managing General Agency may be subject to examination pursuant to Texas Insurance Code § 4053.107 and Wis. Adm. Code § 42.06. The Managing General Agent represents and warrants to the Company that the Underwriting Guidelines, and all amendments proposed by the Managing General Agent thereto, are and will be in compliance with all requirements of Wisconsin law. In the event Underwriting Guidelines are not compliant with Wisconsin Law, the Managing General Agent shall propose, agree to and comply with such amendments as are required to comply with Wisconsin law.

4.11The Managing General Agent has a written record retention policy and disaster recovery plan in compliance with applicable law and shall provide the Company a copy of such policy and plan upon written request.

4.12The Managing General Agent shall maintain adequate accounting procedures and systems, at no cost or expense to the Company, and shall provide to the Company on a read-only basis statistics in a timely manner for all reporting requirements under the Reinsurance Agreement or as shall be required from time to time by the OCI or any other applicable governmental agency or authority. Such statistical information shall be provided to the Company by the Managing General Agent at the Managing General Agent’s sole cost and expense.

4.13Should any state insurance department make a request to the Company for any data required to comply with a statistical data call, the Managing General Agent shall be solely responsible to provide the Company with such data. Should the request from such state insurance department require the Company to contract the services of an outside source, such as an actuarial firm, to compile the data required, the Managing General Agent shall be responsible for its proportionate share of the total cost for services rendered. If required by the applicable insurance regulatory authority, the Managing General Agent shall provide, at the Managing General Agent’s expense, (i) an independent actuarial opinion attesting to the adequacy of loss reserves established for losses incurred and outstanding on business produced hereunder, and (ii) an independent financial examination in either case in a form acceptable to such insurance regulatory authority.

5.1The Managing General Agent shall submit a report to the Company, within forty-five (45) days after the end of each calendar month, summarizing the business transacted under this Agreement during such month. As used in this Agreement, the term “net collected premium” is defined as the total of all currently collected premiums (including down payments) on Policies written by the Managing General Agent pursuant to this Agreement less return premium and cancellations. Such report shall include the following items:

(1)Net written premium, net earned premium and net collected premium;

(2)Policy and service fee revenue and Policy and service fees collected (if different);

(3)Premium taxes on net written premium and Policy and service fees;

(4)Reinsurance Agreement ceded commissions due to the Company;

(5)Any regulatory assessments levied upon the Company;

(6)Producer’s commissions;

(7)MGA Commission;

(8)Losses paid less recoveries and salvage;

(9)Loss adjustment expenses paid;

(10)Outstanding loss reserves (without    IBNR);

(11)Outstanding loss expense reserves (without IBNR), which shall be reported as zero;

(12)Unearned premium reserve and earned premium; and

(13)Reconciliation of premium escrow account.

5.2During the term of the Reinsurance Agreement and to the extent contemplated thereby, the Managing General Agent shall remit the balance of the account (premium and fees minus commissions and other Managing General Agent and Producer compensation, losses and loss adjustment expenses), plus premium taxes and other regulatory assessments, directly to the Reinsurer net of the Company’s commission under the Reinsurance Agreement which shall be paid to the Company, within forty-five (45) days after the end of the calendar month for which the report is rendered.

5.3In addition to the return of premium and fees, the Managing General Agent shall refund commissions on Policy cancellations, reductions in premiums or any other return premiums at the same rate at which such commissions were originally retained.

5.4In the event a refund or discount is ordered by the OCI or other applicable regulatory authority, the Managing General Agent shall refund or discount at the same rate at which such commissions were originally retained.

5.5The parties may, as mutually agreed, alter the frequency and/or content of the Managing General Agent’s report; provided, however, such report frequency and/or content meets minimum legal and regulatory requirements.

5.6The omission of any item(s) from a monthly report shall not affect the responsibility of either party to account for and pay all amounts due the other party, nor shall it prejudice the rights of either party to collect all such amounts due from the other party.

5.7The Managing General Agent shall annually furnish to the Company the following summary information in such form as to enable the Company to record such information in its annual statement:

(1)summaries, with data segregated by major classes, of net written premium, gross loss paid, net salvage, subrogation and adjusting expenses paid during the year; and

(2)unearned premium running twelve (12) months or less from the Policy inception date.

5.8The Managing General Agent agrees to furnish to the Company any additional reports necessary to provide the Company’s monthly, quarterly, and/or annual statements to regulatory authorities and rating agencies, including all required statistical reporting.

5.9If required by applicable law, annually on or before June 30, the Managing General Agent shall furnish to the Company audited financial statements of Bowhead Insurance Holdings LP, including consolidating schedules of the Profit and Loss and Balance Sheet Statements for Bowhead Insurance Holdings LP.

5.10[RESERVED]

5.11The Managing General Agent shall timely prepare for the Company’s review and filing all reports, statements, documents and other filings related to the Policies, this Agreement and the Reinsurance Agreement required from time to time by governmental and regulatory agencies, or as otherwise required for compliance with applicable law.

5.12The Managing General Agent shall timely provide the Company with any data required by the OCI, or otherwise required for compliance with applicable law.

5.13The Managing General Agent shall return any unearned premium due insureds or other persons on the Subject Business from the Premium Escrow Account.

6.1The Managing General Agent is solely responsible for and shall promptly pay all expenses attributable to the production and servicing of the Subject Business outlined in this Section 6.1, and the Company and the Reinsurer shall not be responsible for such expenses. The Managing General Agent’s sole compensation shall be the amounts payable to the Managing General Agent in Article 3 of this Agreement. These expenses include but are not limited to:

(1)salaries, bonuses and all other benefits of all employees of the Managing General Agent;

(2)transportation, lodging, and meals of employees of the Managing General Agent;

(3)postage and other delivery charges;

(4)advertising and exchange;

(5)printing of all policies, forms and endorsements;

(6)EDP hardware, software, and programming;

(7)countersignature fees or commissions;

(8)license and appointment fees for Producers;

(9)adjustment expenses, including applicable sales tax, if any, arising from claims on insurance written under this Agreement;

(10)provision of office space, equipment and other facilities necessary for the operation of the Managing General Agent;

(11)legal, audit, and other expenses, including solicitors’ fees and fines and administrative penalties relating to any rate filing, regulation, or rules affecting the business of the Managing General Agent pursuant to this Agreement;

(12)all state, federal and local taxes of Managing General Agent, excluding however, any premium taxes, any fees, charges, and assessments relating to the Policies, and payment of surplus lines taxes and stamping fees, boards, fees and bureaus out of premium if applicable, and for filing of all surplus lines affidavits required by

(13)all runoff expenses under Section 14.8;

(14)clerk hire fees;

(15)exchange fees; and

(16)any other agency expenses whatsoever.

6.2Except for such fees and expenses for which Managing General Agent is expressly responsible hereunder, the Company is solely responsible for all direct fees and expenses incurred by the Company attributable to the Policies produced under this Agreement, including:

(1)salaries and all other benefits of all employees of the Company;

(2)transportation, lodging, and meals of employees of the Company; and

(3)cost of reinsurance.

7.1The Managing General Agent shall accept and hold all premiums collected and other funds relating to the Subject Business in a fiduciary capacity and shall properly account for such funds as required by applicable laws and regulations and this Agreement. The privilege of retaining commissions shall not be construed as changing the fiduciary capacity. Funds held by the Managing General Agent in a fiduciary capacity may be subject to audit by regulatory authorities.

7.2The Managing General Agent assumes responsibility for, and shall promptly pay, the net written premium currently due on Policies issued by the Managing General Agent on behalf of the Company to the Reinsurer, subject to any deductions provided herein and in the Reinsurance Agreement.

7.3The Managing General Agent shall establish and maintain a separate premium escrow account entitled “Bowhead Specialty Underwriters, Inc.” (the “Premium Escrow Account”). The Premium Escrow Account shall be established with a bank that is a member of the federal reserve system and has its accounts insured by the Federal Deposit Insurance Corporation. All premiums collected by the Managing General Agent on the Subject Business shall be deposited promptly into such account. Within forty-five (45) days after each month end, the Managing General Agent shall provide the Company with a copy of the bank reconciliation and supporting bank statement and other documents for the Premium Escrow Account. To satisfy the foregoing obligation, the Managing General Agent may grant the Company online, read-only online access to the Premium Escrow Account, subject to Article 18.

7.4The Managing General Agent shall maintain signature authority on the Premium Escrow Account. The Managing General Agent shall, upon the reasonable request of the Company, provide information to the Company relating to the Premium Escrow Account.

7.5The Managing General Agent shall hold all money in the Premium Escrow Account on behalf of an insured or insurer in a fiduciary capacity and shall properly account for that money as required by law.

7.6Interest income from the Premium Escrow Account, and the cost of maintaining the Premium Escrow Account, shall belong to the Managing General Agent.

7.7The Premium Escrow Account funds may be invested only in:

(1)checking, savings, or money market accounts;

(2)certificates of deposit;

(3)United States Treasury bills, notes or bonds; or

(4)other investments approved in writing by the Company.

7.8The Managing General Agent may use any and all premium and other funds collected by the Managing General Agent for and on behalf of the Company under this Agreement solely for the payment of:

(1)premium balances due less deductions allowed in this Agreement;

(2)the return of unearned premiums arising due to cancellation or endorsement;

(3)the Managing General Agent’s and Producer(s) commission;

(4)the Company’s fronting or ceding fee under the Reinsurance Agreement;

(5)losses and loss adjustment expenses;

(6)premium taxes;

(7)amounts due the Reinsurer under the Reinsurance Agreement; or

(8)such other items as required by law.

7.9The Company shall not be liable for any loss that occurs by reason of the default or failure of the bank in which an account is carried and such loss shall not affect the Managing General Agent’s obligations under this Agreement.

7.10If a dispute arises between the Managing General Agent and any third party (including any premium finance company, insured or Producer) regarding the applicability and/or amount of unearned premium to be returned to an insured for any Policy, the Managing General Agent shall notify the Company.

7.11On termination of this Agreement, all amounts in the Premium Escrow Account shall be remitted to the Company net of sums due the Reinsurer (which shall be paid to the Reinsurer) and the MGA Commission.

8.1The use and control of expirations and renewals of policies written pursuant to this Agreement on all Subject Business (including, for the avoidance of any doubt, the use or exploitation of any lists of policyholders, brokers, Producers or sub-Producers with respect to any Subject Business written pursuant to this Agreement for renewals, marketing or other commercial revenue-producing activities) (the “Expiration and Renewal Rights”) by the Managing General Agent or by the Producers appointed by the Managing General Agent shall remain the property of the Managing General Agent to the extent allowed by applicable law and contracts, provided the Managing General Agent is not in material default under this Agreement and has rendered and continues to render timely accounts and payments of all premium and other funds for which the Managing General Agent may be liable to the Company.

8.2The Managing General Agent shall be the broker of record on all Policies produced pursuant to or under this Agreement and the Company shall not refer to or communicate any such Expiration and Renewal Rights to any other agent, broker, producer or company. In the event the Managing General Agent is in material default of its obligations hereunder and does not cure such default as required by Section 14.3, the right to use such Expiration and Renewal Rights shall vest with the Company until such time as any such accounts have been rendered and such premiums remitted. Failure to pay premium because of good faith differences in the accounting records of Managing General Agent and the Company will not be considered a failure to pay and will not give rise to a right to terminate or suspend the Expiration and Renewal Rights by the Company.

8.3The Managing General Agent assigns to the Company as security for, but not in payment of, the obligations of the Managing General Agent under this Agreement all sums due or to become due to the Managing General Agent from any insured(s) for whom the Managing General Agent or Producer(s) provided a Policy on behalf of the Company. In the event of the Managing General Agent’s uncured material default of its obligations hereunder, the Company shall have full authority to demand and collect such sums and the Managing General Agent or Agent(s) shall not be entitled to any commissions and/or Policy fees on any premium so collected by the Company.

8.4Subject to the forgoing limitations, the Managing General Agent pledges and/or grants to the Company a security interest in any and all of the Managing General Agent’s Expiration and Renewal Rights, including but not limited to, the ownership and exclusive use of such Expiration and Renewal Rights, so as to further secure payment of any and all sums due the Company under this Agreement. The Company is entitled to file the relevant portions of this Agreement as a financing statement reflecting its security interest and may also assign any rights it acquires to the Reinsurer. In the event of material uncured default, the Company shall have the rights of the holder of a security interest granted by law, including but not limited to the rights of foreclosure to effectuate such security interest, and the Managing General Agent hereby agrees to surrender possession of any such Expiration and Renewal peaceably to the Company upon demand.

8.5.The Managing General Agent shall be solely responsible for procuring any renewal, extension, or new policy of insurance that may be required by any state or rule or regulation of any state insurance department with respect to Policies originally written directly for the Company. The Managing General Agent shall indemnify the Company and hold it harmless from any loss, damage, cost, claim or expense whatsoever that the Company may incur, or for which

9.1Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, or joint venture or partnership, between the Company and the Managing General Agent, or between the Company and any employees, representatives or Producers of the Managing General Agent.

10.1Any advertising is the responsibility of, and shall be in the name of the Managing General Agent or its affiliate(s). The Managing General Agent shall not publish, disseminate, broadcast, distribute or transmit any advertisement, solicitation or notice referring to the Company without first obtaining the written consent of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. The Managing General Agent shall submit any such proposed advertisement, solicitation or notice to the Company for approval prior to its use. The Company shall have ten (10) business days to respond to the request for approval, following which, absent comment or direction from the Company, such proposed advertisement, solicitation or notice shall be deemed approved.

10.2The Managing General Agent shall comply with all statutes and regulations pertaining to advertising, and establish and maintain records of any such advertising as required by the applicable laws of the states in which it is doing business.

10.3Subject to the requirements set forth in Article 4, the Managing General Agent shall maintain a centralized and complete record of any advertising material used or disseminated by the Managing General Agent pertaining to the business of this Agreement, including but not limited to, any that includes the name of the Company or its affiliates, if so authorized as herein required. The Managing General Agent shall not issue or circulate any advertising, marketing or promotional material of any kind or in any media which misrepresents the terms, benefits, or advantages of any Policy issued by the Company, or which makes any misleading statement as to the financial security of the Company or its affiliates, or which otherwise would reasonably appear to be deceptive or misleading as to Company or its Policies, or which would be in violation of law.

11.1The Managing General Agent shall maintain current license(s) or certificate(s) of authority as required by law for the conduct of business pursuant to this Agreement under s. Ins 42.02 of the Wisconsin Administrative Code and s. 628.04 of the Wisconsin Statutes, as amended (the “Wisconsin Statutes”) and in each other state or territory in which such licensing is required. In the event that the Managing General Agent’s license in its resident state or in any other state or territory in which such licensing is required expires or terminates, for any reason, the Managing General Agent shall immediately notify the Company of such lapse, and shall

11.2The original source of all business produced under this Agreement shall be duly licensed and appointed Producers.

11.3The Managing General Agent shall require that all Producers maintain appropriate license(s) to transact the type of insurance for which the Producer is appointed. The Managing General Agent shall bear sole responsibility to oversee the proper licensing of any Producer(s). Should any fines be levied against the Company as a result of the Managing General Agent accepting business from an unlicensed Producer, the Managing General Agent shall hold the Company harmless and reimburse the Company for any and all expenses so incurred including, but not limited to, legal fees, fines and penalties.

11.4The Managing General Agent shall maintain in force a producer agreement with each Producer. Any and all agreements with Producer(s) shall be made directly between the Managing General Agent and such Producer(s) only. Such agreement shall look solely to the Managing General Agent for any and all commissions, expenses, costs, causes of action and damages that arise between the Managing General Agent and such Producer(s), including, but not limited to, extra contractual obligations, arising in any manner from actions or inactions by the Producer(s) or the Managing General Agent.

11.5Any termination by the Managing General Agent of a Producer shall comply with any applicable contract and any applicable law or regulation in a jurisdiction where the Producer is appointed.

11.6The Managing General Agent shall immediately notify the Company of any action or threatened action by any insurance or financial regulator against the Managing General Agent or if it becomes aware, of any Producer.

11.7In the event the Managing General Agent provides access to electronic processing of applications or for customer service to Producers, including any electronic signatures by an insured, the Managing General Agent shall include in its agreement with the Producer written obligations of the Producer to:

(1)process all policy transactions and issue all applications on the Managing General Agent’s website with the effective date and time accurately reflecting the same date and time that the Policy was bound;

(2)advise the applicant that the application will utilize an electronic signature process and the acceptance and use of such electronic signature must only be elected by the applicant. Producer shall also advise the applicant that the use of an electronic signature will not be denied legal effect or enforceability solely because it is in electronic form. The applicant may choose not to conduct transactions by electronic means;

(3)provide the applicant with a copy of the completed application, endorsements, exclusions, receipt and ID cards and retain a copy of all documents delivered to applicant in Producer’s files; and

(4)not make, alter, waive, modify, misrepresent or discharge any of the terms or provisions set forth in a Policy, endorsement, application, binder or the Managing General Agent’s website.

11.8The Company, in its reasonable discretion upon reasonable prior written notice to the Managing General Agent, may terminate the appointment of any Producer.

12.1The Managing General Agent shall give notice to the Company if there is a change in any principal officer and/or director of the Managing General Agent within thirty (30) days of its occurrence.

13.1The Managing General Agent shall indemnify and hold the Company harmless from any and all claims, demands, causes of action, damages, judgments and expenses (including, but not limited to, attorney’s fees and costs of court) (collectively, “Indemnifiable Claims”) which may be made against the Company and which arise, either directly or indirectly, in whole or in part, out of

(1)any material breach or violation of this Agreement or applicable law or regulation in any material respect by the Managing General Agent or any of its directors, officers, managers or employees; or

(2)the failure by the Managing General Agent or any of its directors, officers, managers or employees to properly discharge its or their material duties or obligations under this Agreement or to properly observe and comply with limitations of authorities under this Agreement; or

(3)in connection with any business underwritten or bound pursuant to this Agreement.

13.2The Company shall indemnify and hold the Managing General Agent harmless from any and all Indemnifiable Claims which may be made against the Managing General Agent and which arise, either directly or indirectly, in whole or in part, out of any material breach or violation of this Agreement or applicable law or regulation in any material respect by the Managing General Agent or any of its directors, officers, managers or employees.

13.3The parties’ respective obligations provided for in Sections 13.1 and 13.2 are intended to apply in addition to the parties’ other obligations under this Agreement and shall survive termination of this Agreement.

13.4To the extent that any court, regulator or arbitration panel finds that any portion of this Agreement is unenforceable, the parties’ respective obligations provided for in Sections 13.1 and 13.2 shall otherwise remain in full force and effect and the parties shall otherwise remain fully liable to hold each other fully harmless for any and all liability arising out of this Agreement or any related agreement.

14.1This Agreement may be terminated at the beginning of any calendar quarter occurring on the date that is two (2) years after the Date of Determination (defined below) by either party providing written notice to the other at least one hundred eighty (180) days prior to such date. Any authority of the Managing General Agent shall terminate upon the date such notice of termination shall take effect, except as provided in Section 14.9 or provided otherwise in writing by the Company. Upon the request of the Company following termination, the Managing General Agent shall send, or cause to be sent, timely notices of nonrenewal or cancellation of Policies written under this Agreement, in accordance with applicable policy provisions and applicable laws regulations. For the purpose of this Agreement, the “Date of Determination” means December 31, 2024.

14.2This Agreement shall automatically and immediately terminate upon:

(1)any misappropriation or use in violation of this Agreement of funds or property of either party by the other party;

(2)either party (i) applying for, seeking, or consenting to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or of all or a substantial part of its property or assets, (ii) becoming insolvent or admitting in writing its inability to pay its debts as such debts become due, (iii) making an assignment for the benefit of its creditors, (iv) commencing a voluntary case under, taking any action under, or seeking to take advantage of, the Bankruptcy Code (Title 11 of the United States Code), or any comparable law of any jurisdiction (foreign or domestic), or any other bankruptcy, insolvency, moratorium, reorganization or other similar law providing for the relief of debtors or affecting the enforcement of creditors’ rights generally (collectively, “Bankruptcy Law”), or (v) acquiescing in writing to any petition filed against it in an involuntary case under any Bankruptcy Law;

(3)entry of any order for relief in an involuntary case under any Bankruptcy Law against either party;

(4)the insolvency or bankruptcy of the Company, or an order of liquidation of the Company by a state insurance department or court of competent jurisdiction;

(5)in the event of fraud, material misrepresentation, abandonment, or gross and willful misconduct on the part of the other party in connection herewith; or

(6)the cancellation or termination of the Reinsurance Agreement referred to in Section 2.2, except as provided in Section 14.8 and with respect to runoff as provided herein and in the Reinsurance Agreement.

14.3The Company may terminate this Agreement by providing the Managing General Agent written notice in the event of the occurrence and continuation of one or more of the following events:

(1)the Managing General Agent ceases all business operations; or

(2)the Managing General Agent violates any representation, warranty, covenant, agreement or other provision of this Agreement in any material respect or takes any action or fails to take any action that constitutes a material breach of this Agreement or any provision hereof, and such violation or breach is not cured within thirty (30) days after the Company provides notice of such violation or breach to the Managing General Agent.

14.4The Managing General Agent may terminate this Agreement upon providing the Company written notice in the event of the occurrence and continuation of one or more of the following events:

(1)the Company ceases all its underwriting operations or exits the line(s) of business which constitute the Subject Business;

(2)the Company’s A.M. Best rating falls below A-, and such rating is not restored within a stated period of time as agreed to by the parties;

(3)the expiration or termination of any licenses or certificates of authority held by the Company necessary for the Company to perform its obligations under this Agreement; provided, that the Company shall have forty-five (45) days to reinstate or obtain the required license(s) or certificate(s) of authority after discovery of such termination; or

(4)the Company violates any representation, warranty, covenant, agreement or other provision of this Agreement in any material respect or takes any action or fails to take any action that constitutes a material breach of this Agreement or any provision hereof, and such violation or breach is not cured within thirty (30) days after the Managing General Agent provides notice of such violation or breach to the Company.

14.5[RESERVED],

14.6In the event that the Company reasonably determines that the Managing General Agent is in material default hereunder, the Company may, at its sole discretion, suspend or limit the authority of the Managing General Agent. Such suspension or modification shall be effective upon notice from the Company. The right to solicit and place new business, or renew or modify existing business, may be suspended in the event of a material default by the Managing General Agent.

(1)failure to remit undisputed balances due as required by this Agreement;

(2)failure to adjust claims arising from any Subject Business produced under this Agreement in accordance with this Agreement, applicable law and the Policies; and

(3)failure to maintain Producer’s license(s) or other authorizations as required by any public authority to conduct the Subject Business.

14.7The failure of the Company or the Managing General Agent to declare promptly a default or breach of any of the terms and conditions of this Agreement shall not be construed as a waiver of any of such terms and conditions, nor estop either party from thereafter demanding a full and complete compliance herewith. All waivers of any of the terms and conditions of this Agreement must be in writing and signed by the waiving party. The failure of either party to enforce any provision of this Agreement or to declare default will not constitute a waiver by either party of any such provision. The past waiver of a provision by either party will not constitute a course of conduct or a waiver in the future as to that same provision.

14.8The Managing General Agent acknowledges the obligation to runoff the Subject Business written under this Agreement solely at its expense until the final expiration or cancellation of all Policies and the final resolution of all claims. The runoff obligations of the Managing General Agent include, without limitation, handling all claims, handling and servicing all Policies through their natural expiration, together with any Policy renewals required to be made by provisions of applicable law, whether or not the effective date of such renewal is subsequent to the effective date of termination of the Reinsurance Agreement, reporting, and remittance of funds to the Company in accordance with this Agreement.

14.9It is expressly agreed and understood that nothing in this Article 14 authorizes the Managing General Agent to write any new business under this Agreement should the Reinsurance Agreement terminate for new business, except the business that is required to be renewed or issued because of applicable law or regulation, as provided in Section [4.05] of the Reinsurance Agreement.

14.10A party’s exercise of its right to terminate this Agreement shall not, for the avoidance of doubt and by itself, give rise to any right, claim, or cause of action against the other party for any loss of prospective profits, commissions, earnings or income.

15.1The Managing General Agent shall not have the power to accept or bind risk on behalf of the Company other than as set forth herein, as set forth in the Reinsurance Agreement or as may be subsequently authorized by the Company. The Managing General Agent shall not knowingly cede, arrange, facilitate or bind reinsurance or retrocessions on behalf of the Company, commit the Company to participate in insurance or reinsurance syndicates, or collect a payment from a reinsurer or commit the Company to a claims settlement with a reinsurer.

15.2All business coming within the scope of this Agreement shall be reinsured under the Reinsurance Agreement, as may be amended or renewed from time to time.

15.3Any violation of the terms and/or conditions of the Reinsurance Agreement resulting in any diminution of the Reinsurer’s liability to the Company shall be the sole responsibility of the Managing General Agent and the Managing General Agent shall indemnify and hold the Company harmless from any such liability.

15.4In no event shall any breach or violation by the Managing General Agent of this Agreement invalidate or reduce the reinsurance coverage of any Policy reinsured under the Reinsurance Agreement, including any failure of a Policy to comply with Schedule A of the Reinsurance Agreement due to any action or omission of the Managing General Agent.

15.5In the event the Reinsurer, or the Managing General Agent or its Producers, binds the Company for insurance coverage on insurance risks which are in excess of the policy limits set forth in Article I and Schedule A of the Reinsurance Agreement, and/or are not within the terms of business specified in Article I and Schedule A of the Reinsurance Agreement, and/or are not within the territory specified in Article I and Schedule A of the Reinsurance Agreement, and/or are excluded under Article I and Schedule A of the Reinsurance Agreement, whether intentional or not, the Reinsurer and the Managing General Agent will do such things and take such actions as may be necessary to reduce the Company’s exposure to such risks and to hold the Company harmless against any liability or loss which may be incurred by the Company in excess hereof. At the Company’s request, the Managing General Agent, in accordance with applicable law, and policy terms, shall cancel or not renew any risk bound that is not in conformance with the Reinsurance Agreement. Any such insurance coverage on insurance risks bound contrary to the limitations which are in excess of the policy limits set forth in Article I and Schedule A of the Reinsurance Agreement, and/or are not within the classes of business specified in Article I and Schedule A of the Reinsurance Agreement, and/or are not within the territory specified in Article I

15.6In the event the Reinsurance Agreement is terminated, the Managing General Agent shall take those actions necessary, including sending statutorily prescribed non-renewal notices to insureds in a timely manner to effectuate the intent that there be no renewals or new policies (but for those Policies required under applicable law to be renewed) after the termination of the Reinsurance Agreement.

16.1All written and oral complaints and requests for assistance filed with the Managing General Agent by any regulatory authority, insured, claimant or any other interested party to a Policy or claim are to be handled by the Managing General Agent as follows:

(1)the Managing General Agent shall maintain and make available for inspection by the Company, complaint logs of all written and oral complaints and requests for assistance filed with Managing General Agent or the Company by the any regulatory agency on behalf of or directly by an insured, claimant, or any other interested party to a Policy or claim;

(2)the Company will promptly notify the Managing General Agent of any such complaints it receives in respect of the Subject Business; and

(3)the Managing General Agent shall promptly research the circumstances of each complaint and provide the Company with a written reasonable explanation of the Managing General Agent’s position and intention.

16.2For all other complaints, the Managing General Agent is to maintain a log and complete records of each complaint and all supporting documentation in a form mutually agreed by the parties.

16.3The Managing General Agent acknowledges its responsibility to timely address and eliminate complaints from policyholders and third parties.

16.4The Company shall forward to the Managing General Agent all complaints and time-demand correspondence received by the Company relevant to the Managing General Agent on this Agreement in a timely manner.

16.5The Managing General Agent shall reasonably cooperate, at its own expense, with any audit, investigation, inquiry or examination conducted by a regulatory authority against the Company, the Reinsurer or the Managing General Agent with regard to the Subject Business and promptly notify the Company of the same, and reasonably cooperate with the Company in connection therewith.

17.1For so long as this Agreement is in effect and for one (1) year after the expiration date of the last Policy produced by the Managing General Agent under this Agreement, the Managing General Agent or its affiliates shall purchase and maintain insurance of the following types and limits of liability under which the Managing General Agent shall be covered:

(1)errors and omissions insurance policy issued by insurers rated no less than “A-” by A.M. Best Company with a minimum limit per claim equal to $2,000,000 with a retention or deductible of not more than $150,000, adjusting to a minimum limit per claim equal to $5,000,000 when premium volume exceeds $50,000,000 in any one annual period, whichever is greater.

(2)fidelity bond or other coverage for the loss, theft, defalcation, embezzlement, conversion or other misappropriation of funds handled by the Managing General Agent, including its officers and directors, with limits in an amount not less than $1,000,000 per occurrence, with a per occurrence deductible of not more than $100,000. At least thirty (30) days prior to the expiration, cancellation or modification of such insurance, the Managing General Agent or its insurer shall provide written notice to the Company .

(3)commercial general liability coverage (“CGL”) with limits of not less than $2,000,000 each occurrence, $2,000,000 personal and advertising liability coverage and $4,000,000 general annual aggregate.

17.2The Managing General Agent shall name the Company as an additional insured on its CGL policy. The coverage and limits for the Company as additional insured shall apply as primary and non-contributory insurance before any other insurance or self-insurance maintained by or provided to the Company.

17.3All insurance policies issued in compliance with this Article shall be endorsed to require that the Company be notified at least thirty (30) days in advance in the event of cancellation, non-renewal or material change in coverage of such policies.

17.4The Managing General Agent shall provide the Company with valid certificates of insurance as required in this Article 17.

18.1“Confidential Information” shall mean all information, whether or not reduced to written or recorded form, which (i) pertains to the Company or the Managing General Agent, any negotiations or business pertaining thereto, or any of the transactions either contemplates, including all financial, customer, and reinsurance information, and is not intended for general dissemination; (ii) is confidential or proprietary in nature (including any analyses, compilations, data, studies, notes, translations, memoranda, plans or other documents concerning the Company or any of its affiliates, any Nonpublic Information (as defined below), any Personal Information (as defined below) or any policyholder information), was provided to the party or its representatives by the Company or the Managing General Agent, as applicable, and relates directly or indirectly to either the Company or the Managing General Agent or the business of

18.2Except as required or compelled by a court of competent authority or other provision of applicable law, the parties shall each keep confidential and shall not disclose to others and shall use reasonable efforts to prevent its affiliates, successors, and assigns, employees and agents, if any, from disclosing all Confidential Information to others, without the prior written consent of the entity owning it.

18.3Information which: (i) is available, or becomes available, to the public through no fault or action by such party, its agents, representatives or employees; or (ii) becomes available on a non- confidential basis from any source other than the Company or Managing General Agent, as applicable, and such source is not prohibited from disclosing such information, shall not be deemed Confidential Information.

18.4Confidential Information and all copies thereof shall remain at all times the property of the Company or the Managing General Agent, as applicable. Each party will, upon request and at the cost of the party owning the Confidential Information, promptly return any Confidential Information to the disclosing party. Confidential Information shall include any information exchanged by the parties under a non-disclosure agreement or other agreement executed in anticipation of this Agreement.

18.5The parties each shall (i) keep Confidential Information confidential and (ii) only collect, use, process, and disclose Confidential Information for purposes of performing obligations hereunder, enforcing rights and remedies hereunder as provided herein, or complying with applicable law. The parties each agree to comply with all applicable state and federal laws and regulations relating to the confidentiality and/or privacy of any information obtained under this Agreement relating to insureds, claimants, or others. The Managing General Agent agrees to require the same obligations from all agents, adjusters, or other third parties with whom it may contract to perform all or any part of its functions under this Agreement. This provision applies to Nonpublic Information and Personal Information as well as all other Confidential Information shared pursuant to this Agreement. The parties each agree to comply with all Applicable Privacy Laws (as defined below) in the collection, storage, use, access, disclosure, processing, and transfer of Confidential Information subject to this Agreement. The parties each agree to implement administrative, physical and technical safeguards to protect any Confidential Information of the other that are no less rigorous than accepted industry standards applicable to regulated financial services entities and as are required by any data protection, privacy, or data security laws and regulations applicable to the other, the Confidential Information, or, with respect to the Confidential Information, the Company or its affiliates (“Applicable Privacy Laws”), and to ensure that all such safeguards, including the manner in which the Confidential Information is collected, accessed, used, stored, processed, transferred, disposed of and disclosed, comply with Applicable Privacy Laws, as well as the terms and conditions of this Agreement. The parties each agree to otherwise take all reasonable precautions and protections, including the creation and maintenance of written information security policies and

(1)“Nonpublic Information” has the meaning set forth in New York Department of Financial Services 23 NYCRR 500.

(2)“Personal Information” shall mean (i) any “nonpublic personal information” as such term is defined under the Title V of the U.S. Gramm-Leach-Bliley Act, 15 U.S.C.§ 6801 et seq., and the rules and regulations issued thereunder, (ii) any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, household, or an individual’s electronic device, such as name, signature, address, social security number, telephone number or other unique identifier, together with any other information that relates to an individual or household who has been so identified in any format whether written, electronic or otherwise, or (iii) as such term or similar terms (e.g., personal information, personally identifiable information) are defined in Applicable Privacy Laws.

18.6In the event either party becomes aware of any Security Breach affecting such party, such party agrees to promptly, and within twenty-four (24) hours, notify the other of such Security Breach (with any such notification to include a detailed summary of the Security Breach that includes: data elements and number of records exposed/misused; estimates of the effects of such Security Breach; and the corrective actions to be taken), to cooperate with the other party and its affiliates and their respective representatives in investigating and remediating such Security Breach, and to use reasonable best efforts to immediately remedy such Security Breach and prevent any further Security Breach. The party subject to the Security Breach will reimburse the other party and its affiliates and their respective representatives for actual, reasonable, out of pocket costs incurred by such parties in responding to such Security Breach, including all actual, reasonable, out of pocket costs of notice and/or remediation. To the extent that such Security Breach resulted from any action or omission of a party or any breach by such party of its obligations under this Agreement, the party at such fault shall defend, hold harmless and indemnify the other party for any third party claims relating to such Security Breach. Neither party shall identify the other party in connection with any Security Breach without first obtaining such party’s prior written consent. Each party further agrees to reasonably cooperate with the other party, at its own expense, in any litigation or other formal action as reasonably deemed necessary by the parties, relating to a Security Breach. If the Managing General Agent is subject to a Security Breach, then the Company reserves the right to require the Managing General Agent to implement commercially reasonable security measures and risk management procedures and requirements to resolve confidentiality and integrity issues relating to the Security Breach. “Security Breach” means any (i) actual or suspected unauthorized use, disclosure, access, acquisition of or any act or omission that compromises either the security, confidentiality or integrity of Confidential Information or Nonpublic Information or the physical, technical, administrative or organizational safeguards put in place by a party that relates to the protection of the security, confidentiality or integrity of Confidential Information or Nonpublic

18.7With regard to: (i) the Company’s Nonpublic Information and (ii) Information Systems (as defined in New York Department of Financial Services 23 NYCRR 500) that maintain, access, or process Nonpublic Information: the Managing General Agent shall comply with all requirements of 23 NYCRR 500 with regard to such Nonpublic Information and Information Systems in the same manner as is required of the Company as a covered entity under such regulations, except that the Managing General Agent shall not provide notices or filings to the Superintendent pursuant to Section 500.17 (unless the Managing General Agent independently is a “covered entity” as defined by 23 NYCRR 500). The Company has the right to periodically audit and assess the Managing General Agent’s compliance with 23 NYCRR 500 upon reasonable advance notice.

18.8The Managing General Agent will not retain, use, or disclose Personal Information: (i) for any purpose other than to perform the services under this Agreement or (ii) outside of the direct business relationship between the Company and the Managing General Agent. The Managing General Agent shall not sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate Personal Information to any third party for monetary or other valuable consideration. The Managing General Agent certifies that it understands the restrictions on its processing of Personal Information as set forth in this Agreement and will comply with them.

18.9The Managing General Agent shall cause each Producer to comply with the provisions of this Article 18.

18.10The parties acknowledge that any failure to comply with the terms of this Article 18 will cause irreparable injury to the owner of the Confidential Information, and such party may enforce its rights under this Article by way of injunction and may obtain an injunction to enjoin or restrain any breach or threat of breach of any of these provisions. Article 18 shall survive the termination of this Agreement.

19.1The Managing General Agent is prohibited from offsetting balances due under this Agreement with any amount due under any other contract.

19.2This Agreement (including, for the avoidance of doubt, any exhibits hereto) and the Reinsurance Agreement contain the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties hereto relating to such subject matter.

19.3No amendments to or modifications of this Agreement shall be valid unless made in writing and executed by the Company and the Managing General Agent in the form of an amendment to this Agreement with a specified effective date.

19.4The Company may not, directly or indirectly, assign its rights and obligations under this Agreement in whole or in part to any party without the prior written approval of the Managing General Agent. Except as provided in this Agreement, the Managing General Agent may not, directly or indirectly, assign or delegate its rights and obligations under this Agreement in whole or in part to any party without the prior written approval of the Company. The Managing General Agent agrees that its duties and obligations under this Agreement shall be due and owing also to the Company’s successors and assigns.

19.5Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural and any term stated in the masculine, the feminine, or the neuter gender shall include the masculine, the feminine, and the neuter gender. All captions and section headings are intended to be for purposes of reference only and do not affect the substance of the articles to which they refer. The terms hereof, herein, hereby, and derivative or similar words will refer to this entire Agreement. The word “or” means “and/or” unless indicated otherwise by the context.

19.6Each party hereto agrees to execute and deliver any further documents, which may be reasonably necessary to carry out the provisions of this Agreement.

19.7In the event that any of the provisions or portions thereof of this Agreement are held to be illegal, invalid or unenforceable by any court of competent jurisdiction or Arbitration, the validity and enforceability of the remaining provisions or portions thereof shall not be affected by the illegal, invalid or unenforceable provisions or by its severance here from giving effect to the extent possible of the original intent of the parties hereto as expressed in this Agreement as originally written.

19.8Any and all notices required or permitted to be given under this Agreement shall be in writing and will be deemed given when personally delivering such notice or by sending it by a delivery service or by mailing it, certified mail, return receipt requested, to the parties’ address as provided below.

19.9The parties hereto hereby irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the courts of the federal courts located in the City of New York in the

19.10Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HEREBY WAIVES ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM ARISING FROM OR RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREUNDER. The scope of this waiver is intended to encompass any and all disputes that may be filed in any court and that arise from or relate to the subject matter of this Agreement, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. This waiver will apply to any subsequent amendments, renewals, supplements or modifications of or to this Agreement.

19.11This Agreement has been made and entered into in the State of New York. This Agreement shall be governed by New York law, without regard to conflicts of law principles. As used in this Agreement the term “Applicable Law” shall include New York law, and other any law, rule, regulation, directive or judicial or administrative decision or order which applies to conduct of business under this Agreement.

19.12This Agreement may be executed simultaneously in several counterparts, each of which will constitute one and the same instrument.

19.13The parties mutually represent and warrant that they are not subject to any restrictive covenants that restrict their respective abilities to enter into this Agreement. The parties further represent and warrant to each other that neither they, as entities or licensees, nor, any of its owners, officers, directors, managers, members, employees or agents have been convicted of any state or federal felony involving dishonesty or breach of trust. The parties shall have a continuing obligation to notify each other in the event any owner, officer, director, manager, member, employee, or agent is convicted of such a crime, and provide the required written consent from the appropriate regulator regarding same that is compliant with all state and federal law.

19.14Nothing in this Agreement shall be construed as requiring the Company to monitor the book of business which is the subject of the Reinsurance Agreement for the benefit of the Reinsurer.

19.15The parties hereby acknowledge and agree that (i) each party and its counsel have reviewed and have had an opportunity to negotiate the terms and provisions of this Agreement and have contributed or have been offered the opportunity to contribute to their revisions; (ii) the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of them; and (iii) the terms and provisions of

19.16This Agreement is not intended to confer upon any person other than the parties any rights or remedies hereunder.

1.Directors & Officers Liability Insurance

2.Employment Practices Liability Insurance

3.Employee Benefit Fiduciary Liability Insurance

4.Errors and Omissions (for financial institutions)

5.Crime/Fidelity

6.Cyber

The current capacity crisis arose following the Cyan Inc. v. Beaver County Employees Retirement Fund decision in March 2018 which led to a proliferation of case filings asserting putative class action claims in state courts throughout the United States. The “concurrent” state court and federal court claims dramatically changed the IPO landscape overnight and consequently very few markets would consider writing primary.

However, two days shy of the two-year anniversary of that decision, the Supreme Court of Delaware in Salzberg v. Sciabacucchi reversed the lower court decision and held that Delaware corporations can implement federal forum-selection provisions for Securities Act claims in their certificates of incorporation. This decision has significantly reduced the heightened exposure, but the market is underwriting and pricing accounts as if nothing has changed.

Valuations - There are many examples where IPO expected PEs are not measurable due to minimal underlying earnings, but P/B multiples are 75x - 100x+ (Lemonade, Root, Snowflake, and other tech/bio-techs). We would look for valuations more in line with industry/peer norms, although if there is proven growth, balance sheets and mature bottom line earnings which justify some premium to peers, we would consider the account. We look also at total Market Cap vs. Floated Market Cap if there are significant holders maintaining ownership post IPO.

Maturity - We focus on deals with maturity of the underlying businesses. Sotera and SEG are great examples of this, both have been around for some time, have strong and stable footing in their space with notable market shares and are in established businesses.

Prior Ownership vs Go Forward and use of proceeds - We shy away from an IPO that is serving primarily as a windfall for selling shareholders and prefer that the proceeds are used for debt reduction, public market access for balance sheet flexibility and obvious growth opportunities. Selling shareholders are ok, but we prefer that they still retain meaningful ownership, or the timing of their departure makes sense for the business.

a.The people - this starts with the sponsor. Are they credible in the business and financial world? (Especially for the area they will be targeting) What is their reputation like? Do they have robust experience with public companies, mergers and acquisitions, corporate management and strategic combinations? Also, part of this analysis would include the outside service providers. Are they top tier names involved with accounting/audit/legal counsel and the bank underwriting the IPO?

b.Risk disclosures - the SEC has stated in September that they had some concern with the levels of disclosure in the SPAC space. The focus was on the potential for conflicts of interest in the transactions pursued, fee levels for the sponsor, and appropriate levels of due diligence taken on the transaction pursued. Particular attention was paid to the disclosures in the proxy document (closer to the transaction) as opposed to the S-1 but the intention of improved disclosure was around the entire life of the vehicle.

c.Fees vs skin in the game - Another concern the SEC mentioned was the fees that the sponsor was collecting from these deals - not that they were excessive on their face, but more to ensure that they were properly disclosed to investors. This not only includes direct fees but indirect compensation such as founder’s shares, warrant arrangements, etc. The underwriting would involve an assessment of the fee levels to deem them appropriate to the peer group but would also factor in the amount of capital the sponsor was contributing themselves. As a general rule, the more skin in the game the sponsor has, the higher the level of comfort because it is perceived as a sign of confidence in their investment thesis.

GREEN = Preferred Class for primary and excess subject to standard underwriting (any industries not noted under sectors below will be considered green)

YELLOW = Cautious, likely excess subject to underwriting (referral to Head of Commercial D&O)

RED = very cautious, opportunistic basis (Referral to Head of Management & Professional Liability)

BLACK = will largely avoid altogether

•Covid exposed industries (travel, airlines, retail, hospitality, casinos) will be yellow until circumstances normalize.

Ø    Any retail or restaurant chain (more than 5 locations) requesting EPLI.

Ø    Any risk with more than 150 employees in the state of CA requesting EPLI.

Ø    Any Not for Profit Healthcare Institution with greater than $25 million in assets,

Ø    Any universities including those operating a hospital,

Ø    Any large private secondary schools,

Ø    Any for profit education facility

Ø    Any national-in-scope charities,

Ø    Any request for new limits or midterm limit increases not accompanied by a warranty letter,

Ø    Any Fiduciary risk with an ESOP Plan,

Ø    Any Union or multi-employer Plan,

Ø    Ownership structure

Ø    Corporate governance & compensation structure

Ø    Detailed financial analysis - accounting and solvency emphasis

Ø    Macro-economic and industry events

Ø    Stock valuation characteristics & history

Ø    Litigation history

Ø    Regulatory exposure

Ø    Any unique or unusual risk factors that the risk presents.

Ø    up to $15m Aggregate Per Risk, per coverage any Policy Year ($10m max on primary when contemplated)

Ø    Target average limit of approximately $8m is the goal when scale is reached

Ø    Target average attachment of approximately $50m is the goal when scale is reached (will likely be higher initially)

Ø    $ 5 million Aggregate Per Risk, per coverage any Policy Year

Ø    $ 5 million Aggregate Per Risk, per coverage any Policy Year

Ø    $ 5 million Aggregate Per Risk, per coverage any Policy Year

Ø    On large layered programs we will consider ventilation especially for public companies. We should consider both ventilated attachment ($25M) and coverage Side A versus full coverage.

Ø    all limits will be aggregate, however some coverages do have inbuilt reinstatements being the CODA A-side Directors and Officers Policy contains a reinstatement of the original limit as do some Fidelity/Crime policies. Any other coverage that requires a reinstatement of the limit requires CUO prior approval.

Ø    all defense costs are in the limits

Ø    Public - 100% (initially)

Ø    Private - 30/70%

Ø    Public - Attachment points will vary based on the individual risk exposure, the coverage being offered, the premium and the full limits of insurance being purchased. Although BSU may write some low-level attachment points ($5 or $10m) the majority of accounts are likely to attach higher up in the program (x $50M). The final attachment will be opportunity and risk dependent.

Ø    Private - $5 x $5 on excess, $2m on primary.

Ø    12 months average

Ø    Multiyear subject to referral

Ø    No Refreshing Limits

Ø    ERP Period Aggregate 1 to 6 years

Ø    We will not follow any company that does not maintain an A.M. Best’s rating of A- VIII.

Ø    Any company that has an A- rating with negative outlook, needs to be approved by CUO. If approved, we will maintain a watch list and review quarterly.

Information Requirements (including use of specialist systems)

Ø    Latest audited financial statements of the organization

Ø    Public filings, if applicable (10-K, 10-Q, S-1, etc.)

Ø    Bylaws of the organization (inclusive of indemnification provisions)

Ø    Management profile and/or resumes

Ø    Organizational structure

Ø    Disciplinary history and regulatory audits

Ø    Internal controls and compliance

Ø    Board composition

Ø    Ownership structure

Ø    Prior litigation and claim

Ø    Emphasize profitable growth

Ø    Technical expertise and continued development

Ø    Decision accountability

Ø    Prospective exposure analysis

Ø    Ensure products and solutions are sustainable

Ø    Engage in regular claims feedback

Ø    Consensus underwriting on unique and complex risks

Ø    Diligent capacity management

Ø    Leadership and visibility in the Market

Section 2 - Financial Institutions:

GREEN = Preferred Class for primary and excess subject to standard underwriting

YELLOW = Cautious, likely excess subject to underwriting

RED = very cautious, opportunistic basis

BLACK = will largely avoid altogether

We view community banks as the lowest risk as compared to their larger peers of super-regionals and the money centers. When underwriting a community bank for D&O/E&O we will be looking for the following qualities:

Ø    The high-level narrative of the business

Ø    If public then review SEC filings, if not review audited financials

Ø    Quality of the balance sheet, capital structure, standard bank metrics and ratios, credit ratings

Ø    Revenue breakdown and history of profitability

Ø    Makeup of loan portfolio, issues specific to certain lines of business

Ø    Non-lending elements of the business model (I.e. fee services, trust, asset management, insurance)

Ø    Quality of Management, corporate governance

Ø    Geography

Ø    Ownership - if public, would require public D&O analysis including exposed market cap and various stock-based metrics, considerations

Ø    Demographics of customer base

Ø    Regulatory history

Ø    Claims history

Ø    General economic situation wrapping all of the above

Ø    Policy terms and conditions

Super-Regional and Money Center Banks:

Hedge Funds and Investment Management:

Ø    Assets under management

Ø    Investment strategies

Ø    Portfolio and performance history

Ø    Experience of management

Ø    Quality of outside service providers

Ø    Customer base

Ø    Leverage

Ø    Fees and other fund terms

Ø    Regulatory considerations

Ø    Macroeconomic considerations

Ø    Employee count and location

Private Equity:

Ø    Assets under management, capital commitments

Ø    Investment strategies, level of engagement

Ø    The portfolio companies and their valuation and financial positions

Ø    Leverage

Ø    Board seats on portfolio companies, is there D&O insurance?

Ø    Experience of management

Ø    Quality of outside service providers

Ø    Customer base

Ø    Fees and other fund terms

Ø    Regulatory considerations

Ø    Macroeconomic considerations

Ø    Employee count and location

Ø    Revenue

Ø    Mix of services provided and average transaction size

Ø    Industry verticals served

Ø    Experience of management

Ø    Review of client contracts for indemnity, harmless and damage limitations

Ø    Regulatory considerations

Ø    Claims history

Ø    GWP/NWP -financials in general

Ø    Rating - ideally must be AM Best A- or better unless a Midwest legacy carrier with a rating of B+

Ø    Capital position

Ø    Extent and quality of reinsurance

Ø    Claims handling procedures

Ø    Business mix

Ø    Geography

Ø    Experience of management

Ø    Outside service providers

Ø    Company stock metrics/performance (if publicly traded)

Ø    Regulatory considerations

Ø    Claims history

Ø    The business model:

Ø    Real estate classes

Ø    Geography

Ø    Financials and the portfolio makeup

Ø    Experience of management

Ø    Leverage

Ø    Valuation

Ø    Customer base

Ø    Outside service providers

Ø    Regulatory considerations

Ø    Macroeconomic consideration

Ø    If publicly traded, metrics like market cap analysis and review of regulatory filings

Ø    Claims history

Private RE Funds have had a favorable loss history over a long period and are considered a preferred class. Coverage includes D&O (private), E&O, Fund and occasionally EPL. Limits deployed will generally be $5m with the occasional $10m. We will consider primary and excess but will initially focus on excess.

Mortgage REITs are usually publicly traded. The coverage generally includes public D&O and occasionally other lines like E&O or EPL. The mREIT space generally has a good claims history but nevertheless we will primarily be considering excess positions in this class. We will usually deploy limits of $5m although $10m will be considered on selected accounts.

Public non-Traded REITs are a challenging sector because their customer base can include retail customers and that coupled with their lack of liquidity and long term lock up creates heightened exposures and claims have manifested. The sector is underwritable and there are good risks notwithstanding the challenges. Coverage generally includes D&O/Fund and occasionally E&O and EPL and all risks would be excess only with a maximum $5m limit.

Ø    Fully understand the business model and how the entity makes money

Ø    Financial condition: Revenue, profit, assets, debt, equity, etc.

Ø    Ownership

Ø    Customer base

Ø    Any unique exposures derived from the market in which they operate

Ø    Outside service providers

Ø    Experience of management

Ø    Macroeconomic considerations

Ø    Regulatory considerations

Ø    Claims history

Cryptocurrency - BSU will not consider any risks or coverage (primary or excess) that have conducted or plan on undergoing an Initial Coin Offering (“ICO”), nor risks that operate or intend

FinTech - this category includes firms that are a hybrid between a financial institution and a technology company. It typically involves a novel use of technology that can be applied in a potentially disruptive approach to an existing facet of the financial marketplace and they often attract highly speculative valuations. Our position on this sector will be very cautious and excess only.

Ø    Reps and Warranty

Ø    Specific Litigation

Ø    Tax or Transactional Liability

1.UNDERLYING POLICY PERIODS

2.UNDERLYING POLICIES

3.SELF-INSURED RETENTIONS AND DEDUCTIBLE

4.POLICY FORMS

5.MANDATORY & OPTIONAL ENDORSEMENTS

6.POLICY COVERAGE TERM

7.QUOTES

8.LOSS ANALYSIS

A.Post-Loss Underwriting Review will encompass the following activities:

9.BINDING REQUIREMENTS

1.All binders must be in writing and recorded in the appropriate systems, logs or bordereaux reports and issued within 24 hours of the effective date (unless coverage is backdated and has been approved by the appropriate Financial Lines Manager). Binders should include the name of the insured, coverage provided, policy term, limits of insurance, retention, premium, applicable policy terms, forms and endorsements and, if applicable, followed underlying policy and attachment point. Brokerage commission should be included in all binders.

2.All binders must be superseded by the issuance of a policy. The inception of the policy should coincide with the inception date of the binder.

3.Binders should be for a period not in excess of the policy period.

Ø    Coverage is not authorized as part of the underwriting unit’s grant of authority.

Ø    Coverage is over delegated authority level, without appropriate approvals in writing.

Ø    Provide coverage that is not filed and approved in the state of domicile (if admitted paper) or provide coverage that is not in compliance with state regulations.

Ø    Underwriter is not in receipt and acceptance of critical quoting subjectivities.

10.POLICY ISSUANCE

11.POLICY AMENDMENTS / ENDORSEMENTS

2) After policy issuance, NO binder should be issued or amended. Amendments to coverage or terms should be handled by endorsing the in-force policy.

12.FILE REVIEWS

Ø    Application relied upon for underwriting. Bowhead Application if received after quoting should be reviewed to ensure consistency of information with original application and included in file as well as any supporting information attached to the application or relied upon for quoting

Ø    Financial Information or other product critical information as applicable

Ø    Rating worksheet or system generated summary

Ø    Underwriting support documents

Ø    Underwriters workup with analysis and summary

Ø    Loss runs

Ø    Bowhead Claim information

Ø    Quote Letters

Ø    Binder

Ø    Policy with all endorsements

Ø    Underwriting Correspondence / emails

Ø    Referral documentation if applicable

Ø    Accounting Invoice and other issues

•Trucking

•Pharma

•Cannabis industry

•Sharing economy (ride sharing, vacation rentals)

•Manufacturers of products attractive to children (scooters, etc.)

•Risk operations and scope of work

•Jurisdiction of the risk and operating area

•Underlying structure - pricing, policy language, underlying limits and aggregates

•Appropriate attachment point

•Submission quality

•Broker reputation

•Aggregate Limits

A profitable excess book exposes as little aggregate as it can while aiming to have the underlying structure provide sufficient aggregate structure to cover anticipated and unlikely loss scenarios. Our Excess Casualty policy form contains a single aggregate for Prem/Ops and Products/Completed Operations. Endorsements are available to provide separate aggregates for each of these perils as long as the entire underlying structure does. Although many primary policies provide aggregates per job or per location, BSU does not intend to mirror this structure and our form will not follow it. However, we have an endorsement that provides a capped (preferably at 2x) multiple aggregate for placements where we are following aggregates per job or per location. Aggregate limits greater than 2x. require CLD Executive Manager or and Chief Underwriting Officer approval.

1.Underlying Aggregates:

•Attachment Point

The CLD will have $15 million in gross capacity, and will generally deploy this capacity with a balance between attachment point and limits as follows:

•We will not attach over any company that does not maintain an A.M. Best rating of A- (VIII).

•Any company with an A- rating with negative outlook must be approved by Division Leadership. If approved, we will maintain a watch list and review periodically.

(List information required from Application and Other Sources)

•Acord or similar applications for General Liability, Automobile and Excess Liability

•Supplemental applications, particularly for contracting risks

•Five years of currently valued Company loss runs, in addition to a loss recap. Ten years is preferable for products risks

•Web searches for information to verify operations of an insured, licensing information, Central Analysis Bureau, etc.

•Soil reports and statutes of repose

•Ensuring that the reinsurance treaty covers the risk and situation

•Any unique or unusual risk factors that the risk presents

•Emphasis on profitable growth

•Diligent limit management

•Continued development of technical expertise

•Importance of regular claims feedback

•Consensus underwriting on unique and complex risks

•Accountability for underwriting decisions

•Retrospective and prospective exposure analysis

•Sustainable products and solutions

•Leadership and visibility in the Market

It is important that key exposure factors are captured and recorded consistently and objectively, and the pricing tool is designed to aid this process. However, underwriters will also have the authority to modify pricing based on the risk’s differences in actual (documented) exposure to loss when compared to class expectations and based on underwriting judgement and experience.

1.UNDERLYING POLICY PERIODS

2.UNDERLYING POLICIES

3.POLICY FORM

4.POLICY COVERAGE TERM

5.QUOTES

6.PRE-RENEWAL LOSS ANALYSIS

1.Claim status reports must be requested as part of renewal solicitation, generally 60 - 90 days prior to renewal date; and

2.Underwriter will confirm number and types of losses outstanding and consult with claim executive on ultimate loss projection so that it can be incorporated into renewal pricing.

7.BINDING REQUIREMENTS

1.All binders must be in writing and recorded in the appropriate systems, logs or bordereaux reports and issued within 24 hours of the effective date (unless coverage is backdated and has been approved by the appropriate Excess Casualty Manager). Binders should include the name of the insured, policy term, limits of insurance and attachment point (i.e., underlying limits), premium, applicable policy terms, forms and endorsements, and name and policy number of controlling underlying policies. Brokerage commission will be included in all binders.

2.All binders must be superseded by the issuance of a policy. The inception of the policy should coincide with the inception date of the binder.

3.Binders should be for a period not in excess of the policy period.

•Coverage is not authorized as part of the underwriting unit’s grant of authority.

•Coverage is over delegated authority level, without appropriate prior written approval.

•Underwriter is not in receipt and acceptance of critical quoting subjectivities.

8.POLICY ISSUANCE

1.The policy will be issued within the current operational guidelines and will contain the agreed upon forms and endorsements per the binder. It is important that we only bind what was quoted, and that the policy issued also reflects that. Any deviations are to be agreed by Divisional Leadership

2.No policy should be issued without receipt, review and acceptance of all required subjectivities of quoting and binding. Policies may be issued with secondary, non-critical subjectivities still pending at underwriter discretion if willing to waive receipt of the non-important information. Applications may be waived when an Underwriting Submission has been provided. Warranties should be considered critical information, and receipt may not be waived without Division Head or CUO approval.

3.No excess policy should be issued without receipt of the Controlling Underlying Insurance information (carrier names, dates, limits and policy numbers. As a rule, excess policies should not be issued until receipt of all underlying binders and at minimum the Controlling Policy (though exceptions may be made provided Controlling Policy’s binder with

4.Under no circumstances should an excess policy be issued prior to receipt and review of the Underlying policy(ies)er(s) without Division Head or CUO approval and Controlling Underlyer(s) Binder and applicable specimen forms and endorsements received.

9.POLICY AMENDMENTS / ENDORSEMENTS

1.Changes to the policy must be requested in writing/email by the agent of record and/or insured as applicable unless it is a correction to an error made in issuance. The effective date of any changes, other than date of receipt, must be fully justified.

2.After policy issuance, NO binder should be issued or amended. Amendments to coverage or terms should be handled by endorsing the in-force policy.

3.Provided there has been no Terrorism incident and the insured advises an error was made in their selection, we will allow an insured 30 days to change their minds on purchasing or rejecting Terrorism coverage. We will return or charge the quoted premium with the endorsement.

10.FILE REVIEWS and UNDERWRITING AUDITS

11.DOCUMENTATION

•Application or Underwriting Submission relied upon for underwriting. If received after quoting, it must be reviewed to ensure consistency of information with original application and included in the file as well as any supporting information attached to the application or relied upon for quoting

•Any/all product-critical information, as applicable

•Rating worksheet or system generated summary

•Underwriting support documents

•Underwriters workup with analysis and summary

•Loss runs and UW comments

•Bowhead Claim information

•Quote Letters

•Binder

•Policy with all endorsements

•Underlying Specimen forms received with submission

•Underlying Policies and Review checklist

•Underwriting Correspondence/emails

•Referral documentation if applicable

•Accounting Invoice and other issues

12.TRIA

13.UM/UIM

14.ATTACHMENTS (AUTO FLEETS)

15.REINSURANCE

16.CONSTRUCTION MINS AND MAXs

17.REFERRALS AND CONSULTS

18.ENDORSEMENTS

19.EXCESS EMPLOYERS INDEMNITY

20.REINSURANCE OF AN INSURED’S CAPTIVE INSURANCE POLICY

The fee payable by the Company to the Managing General Agent shall equal $666,666.67 per month through March 31, 2021, at which point the MGA Commission for such time period shall be adjusted in accordance with the procedures set forth in Section 3.1 to equal the actual cost of the services provided by the Managing General Agent to the Company through March 31, 2021. Thereafter, the fee payable by the Company shall be adjusted on a monthly basis in accordance with Section 3.1 and shall equal the actual cost of the services provided by the Managing General Agent to the Company.