GRACECHURCH UTG NO. 448 LIMITED

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

The payment of all claims of a holder of, or third party claimant under, any "policy in canada" to which the trust deed applies and which has been underwritten by the company or any other member or former member of lloyd's and for securing the other amounts and obligations referred to in the trust deed

All losses, claims, expenses, returns of premiums, re-insurance premiums and other outgoings payable at the date of the trust deed or at any time thereafter to become payable in connection with the canadian business of the company, including (1) the payment of any amount into an escrow fund or account to be held in respect of a particular claim of a policyholder or any other person and (2) all expenses whatsoever from time to time incurred by the company in connection with or arising out of the canadian business of the company including any salary, commission, other remuneration and reimbursement of outlays payable by the company to the agent or to any other person in connection with the conduct or winding up of the canadian business, the repayment of any outstanding indebtedness incurred by the company to meet valid expenses of the canadian business of such company, the company's due proportion of remuneration and reimbursement of expenses of the canadian trustee, the company's due proportion of any shortfall in the lloyd's canadian business fund (including any costs or expenses in respect thereto) and including also any taxes incurred in or by reason of the canadian business

(A) to the extent to which the trust is established by the corporate member as a licensed grantor, any sum of money which is or becomes payable to a policyholder to pay a claim arising under an illinois policy issued by the corporate member as a licensed grantor or for which the corporate member as a licensed grantor is liable under any contract of reinsurance to close, and (b) to the extent to which the trust is established by the corporate member as a reinsuring grantor, but only in the event of the insolvency of the corporate member, any sum of money which is or becomes payable in order to pay or reimburse one or more licensed grantors for the amounts for which the corporate member as a reinsuring grantor is liable under the reinsurance agreement in respect of any losses and allocated loss adjustment expenses paid by such licensed grantor but not recovered from the corporate member as a reinsuring grantor, or in respect of unearned premiums due to such licensed grantor but not otherwise paid by the corporate member as a reinsuring grantor (terms used are to be interpreted as provided in the trust deed) and for securing the other amounts and obligations referred to in the trust deed.

The payment or discharge of the company's obligations (and subject as mentioned in the american instrument those of any syndicate or group of which the company is or has been or is about to become a member) to keep fully funded or provide any and every continental business regulatory deposit and offshore dollar business regulatory deposit and all losses, claims, returns of premiums, reinsurance premiums, expenses and other outgoings payable as at the date of or at any time after the date of the american instrument to become payable in connection with any new american business, being the underwriting business of the company at lloyd's other than long term business (as defined in the insurance companies act 1982), where (I) the liability of the company is expressed in U.S.dollars and (ii) the premium payable to or for the account of the company has been paid or is payable in U.S.dollars, that relates to any contract or policy of insurance or reinsurance underwritten or incepting on or after 1ST august 1995 other than (and except only for) (1) contracts or policies underwritten under a binding authority incepting prior to that date (2) contracts or policies of insurance written pursuant to lloyd's licence in kentucky prior to 1ST january 1996 and (3) any contract of reinsurance to close for any year of account underwritten by the company to the extent only that (I) the premium payable to or for the account of the company has been paid or is payable in U.S.dollars or the liability of the company in respect of such contract is expressed in U.S.dollars; and (ii) the company is liable under such contract in respect of contracts or policies of insurance or reinsurance underwritten by underwriting members of lloyd's which either (1) incepted prior to 1ST august 1995 (2) were underwritten under a binding authority incepting prior to that date or (3) were underwritten pursuant to lloyd's licence in kentucky prior to 1ST january 1996 and for securing certain other expenses, charges and remuneration, and payments to the trust fund subject to the company's lloyd's premiums trust deed, the trustee of the existing lloyd's american trust deed and the trustees of any fund constituted or regulated by an overseas direction of the council of lloyd's, and for securing the other amounts and obligations referred to in the american instrument

All losses, claims, expenses, returns of premiums, re-insurance premiums and other outgoings payable at the date of the trust deed or at any time thereafter to become payable in connection with the canadian business of the company, including (1) the payment of any amount into an escrow fund or account to be held in respect of a particular claim of a policyholder or any other person and (2) all expenses whatsoever from time to time incurred by the company in connection with or arising out of the canadian business of the company including any salary, commission, other remuneration and reimbursement of outlays payable by the company to the agent or to any other person in connection with the conduct or winding up of the canadian business, the repayment of any outstanding indebtedness incurred by the company to meet valid expenses of the canadian business of such company, the company's due proportion of remuneration and reimbursement of expenses of the canadian trustee, the company's due proportion of any shortfall in the lloyd's canadian business fund (including any costs or expenses in respect thereto) and including also any taxes incurred in or by reason of the canadian business

The payment of all claims of or submitted by a holder of any australian policy to which the trust deed applies (an "australian policy") or any transitional policy and which has been underwritten by the corporate member or in respect of which the corporate member is liable as a member of a syndicate to members of the same syndicate or any other syndicate for an earlier year of account pursuant to any reinsurance to close and for securing the other amounts and obligations referred to in the trust deed

The payment of all claims of or submitted by a holder of any australian policy to which the trust deed applies (an "australian policy") and which has been underwritten by the corporate member or in respect of which the corporate member is liable as a member of a syndicate to members of the same syndicate or any other syndicate for an earlier year of account pursuant to any reinsurance to close and for securing the other amounts and obligations referred to in the trust deed

The payment of all claims of or submitted by a holder of any australian policy to which the trust deed applies (an "australian policy") and which has been underwritten by the corporate member or in respect of which the corporate member is liable as a member of a syndicate to members of the same syndicate or any other syndicate for an earlier year of account pursuant to any reinsurance to close and for securing the other amounts and obligations referred to in the trust

The payment of losses under any contract or policy which satisfies the definition of a kentucky policy in lloyd's kentucky trust deed (as amended from time to time) (a "kentucky policy") (b) returns of unearned premium under a kentucky policy, (c) all expenditures and fees of the trustee (as defined in the trust deed and being as at the date thereof national city bank kentucky of louisville kentucky usa) (d) repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed (e) certain transfers by the trustee to other trust funds or to the kentucky commissioner or other designated receiver and for securing the other amounts and obligations referred to in the trust deed

(A) the payment of losses under: (I) any contract or policy of insurance issued by one or more members or past members of lloyd's pursuant to surplus lines or excess lines laws of any united states juridiction which is issued to a policyholder resident or doing business in the united states and providing insurance with respect to property or risks situated in a state, district, territory, commonwealth or possession of the united states provided that, with the exception of such contracts or policies attaching on or prior to 15 november 1995 underwritten under any binding authority incepting prior to 1 august 1995 and subject to (ii) below, such contracts or policies shall not include any contract or policy of insurance incepting on or after 1 august 1995 which is underwritten by members on or after that date, or (iii) any contract or policy which satisfies the definition of an american policy in lloyd's united states situs surplus lines trust deed (as amended from time to time), (an "american policy"); (b) returns of unearned premium under an american policy; (c) all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.A.); (d) repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed; (e) certain transfers by the trustee to other trust funds or to the chief regulatory officer for insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

(A) the payment of losses under: (I) any contract or policy of reinsurance issued by one or more members of lloyd's to a ceding insurer domiciled in a state, district, territory, commonwealth or possession of the united states providing reinsurance with respect to property or risks situated in a state, district, territory, commonwealth or possession of the united states provided that, with the exception of such contracts or policies attaching on or prior to 15 november 1995 underwritten under any binding authority incepting prior to 1 august 1995 and subject to (ii) below, such contracts or policies shall not include any contract or policy of reinsurance incepting on or after 1 august 1995 which is underwritten by members on or after that date, or (iii) any contract or policy which satisfies the definition of an american reinsurance policy in lloyd's united states situs credit for reinsurance trust deed (as amended from time to time), (an "american reinsurance policy"); (b) returns of unearned premium under an american reinsurance policy; (c) all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.a); (d) repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed; (e) certain transfers by the trustee to other trust funds or to the chief regulatory officer for insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The losses claims returns of premiums reinsurance premiums expenses obligations and other "permitted trust outgoings" set out in clause 3(a) of and paragraph 1 of schedule 3 to the corporate member's 1999 general business premiums trust deed

The payment of all claims of or submitted by (a) the holder of any south african short-term insurance policy to which the trust deed applies (a "south african policy") and which has been underwritten by the company, or (b) the agent of any syndicate (of which the company is a member) that has underwritten a south african policy or of any reinsuring syndicate (of which the company is a member) where all the obligations under a south african policy have been reinsured under a reinsurance to close, all sums liable to be contributed by the company in accordance with the trust deed, and all sums liable to be paid to the agent of any syndicate on behalf of the premiums trust fund of the company in accordance with the trust deed, and for securing the other amounts and obligations referred to in the trust deed

The payment of all claims of or submitted by (a) the holder of any south african short-term insurance policy to which the trust deed applies (a "south african policy"), or (b) the managing agent of any syndicate that has underwritten a south african policy or of any reinsuring syndicate where all the obligations under a south african policy have been reinsured under a reinsurance to close, and all sums liable to be paid to lloyd's in accordance with the trust deed, and for securing the other amounts and obligations referred to in the trust deed

Any losses claims returns or premiums reinsurance premiums and other outgoings payable as at the date of the trust deed or at any time thereafter to become payable in connection with the underwriting (as defined in the trust deed) and any expenses whatsoever from time to time incurred in connection with or arising out of the underwriting (such expenses excluding any non- deductible item (as defined in the trust deed) but including any annual fee commission other remuneration and reimbursement of outlays payable by the company to any of the company's agents or lloyd's or to the regulating trustee or except where so excluded to any other person in connection with the conduct or winding-up of the underwriting and including also any fiscal liabilities incurred in or by reason of the underwriting or in respect of the property mortgaged or charged or its income) and any overseas deposit funding obligations (as defined in the trust deed) and the other amounts and obligations referred to in the trust deed

The payment of matured claims (including claims for loss and claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no. 1607 (the "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to surplus lines or excess lines laws of any state, district, territory, commonwealth or possession of the united states (an "american policy"), all expenditure and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

(A) a sum equal to the undischarged underwriting obligations incurred at any time by any connected company as an underwriting member of the society and including any obligation to the society and any undischarged obligation arising at any time under: (I) the bye laws, regulations, directions or other requirements of the society; (ii) any deed, contract, instrument or other arrangement of any kind approved by the society; but not including obligations arising in respect of any letter of credit, guarantee or other security given to secure the performance of any such underwriting obligation in favour of the person giving such guarantee or other security, (b) interest pursuant to clause 9.5 of the agreement and accruing from day to day at the rate of two percent. Per annum or such other rate as the council may from time to time prescribe above the base rate from time to time of such london clearing bank as the society may select

Any losses claims returns or premiums reinsurance premiums and other outgoings payable as at the date of the trust deed or at any time thereafter to become payable in connection with the underwriting (as defined in the trust deed) and any expenses whatsoever from time to time incurred in connection with or arising out of the underwriting (such expenses excluding any non- deductible item (as defined in the trust deed) but including any annual fee commission other remuneration and reimbursement of outlays payable by the company to any of the company's agents or lloyd's or to the regulating trustee or except where so excluded to any other person in connection with the conduct or winding-up of the underwriting and including also any fiscal liabilities incurred in or by reason of the underwriting or in respect of the property mortgaged or charged or its income) and any overseas deposit funding obligations (as defined in the trust deed) and the other amounts and obligations referred to in the trust deed

All the underwriting obligations of the company incurred by the company as an underwriting member of the society at any time before the termination date (being the 80TH anniversary of the date of the trust deed) including obligations to the society and the trustees (being the society and the other trustees for the time being of the trusts created by the trust deed) and obligations arising under: (a) the bye laws, regulations, rules, directions or other requirements of the society; and (b) any deed, contract, instrument or other arrangement of any kind approved by the society; but not including obligations arising in respect of any letter of credit, guarantee or other security given to secure the performance of any of the said underwriting obligations in favour of the person giving such guarantee or other security, all sums from time to time payable to the trustees under the covenant of the company with the trustees set out at clause 2(d) of the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no. 1607 (the "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a policyholder pursuant to surplus lines or excess lines laws of any united states jurisdiction providing insurance with respect to property or risks situated in a state, district, territory, commonwealth or possession of the united states (an "american policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof,citibank N.A.of 111 wall street, new york, U.S.A.), repayment of cashor securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed

The payment of losses (including claims for the return of unearned premium) under contracts or policies of reinsurance incepting on or after 1ST august 1995 underwritten by the company as a member of syndicate no. 1607(The "syndicate") and allocable to the relevant year of account or in respect of which the company is liable as a member of the syndicate for the relevant year of account for an earlier year of account pursuant to any contract of reinsurance to close and issued to a ceding insurer domiciled in a state, district, territory, commonwealth or possession of the united states (an "american reinsurance policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust deed, and certain transfes by the trustee to an overseas fund (as defined in the trust deed) or to the superintendent of insurance of the state of new york or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed