CAMPERDOWN CORPORATION

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

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

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, returns of premiums, reinsurance premiums, expenses and other outgoings and all liabilities incurred or arising or which ,may at any time be incurred or arise in connection with the american business of the company (as defined in the trust deed) and for securing transfers of cash and other property as may be required (I) by the insurance regulatory bodies of one or more of the united states, (ii) to meet one or more contributions levied on the company in respect of the american business pursuant to requirements and directions of the council of lloyd's , (iii) to secure and/or to pay each letter of credit issuer any of the company's several letters of credit obligations and (iv) to secure and/or to pay the company's several obligations arising with respect to any surety or other bonding arrangement in connection with any litigation by a policyholder of the company; and for securing transfers to the fund held subject to the provisions of the lloyd's premiums 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) and all losses, claims, returns of premiums, reinsurance premiums, 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 (as defined in the american instrument) 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 company's 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 the other amounts and obligations referred to in the american instrument

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the respective supplemental deeds dated 2ND may 1996, escrow agreements and any other related security documents (as defined)

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) and all losses, claims, returns of premiums, reinsurance premiums, 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 (as defined in the american instrument) 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 company's 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 the other amounts and obligations referred to in the american instrument

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 losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.219 (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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, 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 commissioner of insurance of the commonwealth of kentucky 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 insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.328 (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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, U.S.A.), repayment of cash or securities advanced by the trustee to the trust held under the provisions of the trust dee, and certain transfers by the trustee to an overseas fund (as defined in the trust deed) or to the commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed.

A) 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.

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.544(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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, 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 commissioner of insurance of the commonwealth of kentucky 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 insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.544(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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, 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 commissioner of insurance of the commonwealth of kentucky 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 insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.529(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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, 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 commissioner of insurance of the commonwealth of kentucky 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 insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.55(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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, 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 commissioner of insurance of the commonwealth of kentucky 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 insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.55(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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, 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 commissioner of insurance of the commonwealth of kentucky 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 insurance incepting on or after 1 january 1996 underwritten by the company as a member of syndicate no.51 (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 the insurance laws of the commonwealth of kentucky providing insurance with respect to property or risks situated in said commonwealth (a "kentucky policy"), all expenditures and fees of the trustee (as defined in the trust deed and being, as at the date thereof, national city bank, kentucky, 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 commissioner of insurance of the commonwealth of kentucky or other designated receiver, and for securing the other amounts and obligations referred to in the trust deed.

All losses, claims, returns of premiums, reinsurance premiums, expenses and other outgoings and all liabilities incurred or arising or which may at any time be incurred or arise in connection with the american business of the company, being the underwriting business of the company at lloyd's other than long term business (as defined in the insurance companies act 1982) where (1) the liability of the company in respect of such business is expressed in united states dollars; and (2) the premium payable to or for the account of the company has been paid or is payable in united states dollars; excluding all such business as comprises any contract or policy of insurance or reinsurance underwritten or incepting on or after 1 august 1995 except for (a) contracts or policies underwritten under a binding authority incepting prior to that date, (b) contracts or policies constituting situs reinsurance or situs surplus lines insurance until such time as a U.S. trust fund providing for the liabilities in respect of such business has come into force, and (c) contracts or policies of insurance written pursuant to lloyd's licence in kentucky prior to 1 january 1996 ; for securing transfers of cash and other property out of, or establish such accounts within, the american trust fund as may be required (I) by the insurance regulatory bodies of one or more of the united states, or (ii) to meet me or more contributions levied on the company in respect of the american business pursuant to requirement and directions of the council, or (iii) to secure and/or to pay each letter of credit issuer any of the company's several letter of credit obligations, or (iv) to secure and/or to pay the company's several obligations arising with respect to any surety or other bonding arrangement in connection with any litigation by a policyholder of the company; and for securing transfers to us funds and to the fund held subject to the provisions of the lloyd's premiums trust deed, and for securing the other amounts and obligations referred to in the trust deed

All losses claims returns of premiums reinsurance premiums expenses and other outgoings payable as at the date of the trust deed or at any time thereafter to become payable by the company in connection with the canadian business of the company being the underwriting business of the company at lloyd's which is either (1) business written in canadian dollars (that is business in respect of which the premium payable to the company has been paid or is payable in canadian dollars and the liability of the company in respect thereof is expressed in canadian dollars); or (2) business (other than marine and reinsurance business) not written in canadian dollars in respect of which the risks covered by the policy or contract of insurance are or will be ordinarily situated in a province or territory of canada; and for securing transfers to the fund held subject to the provisions of the company's premiums trust or the company's personal reserve fund or the lloyd's canadian business fund and the payment of any levies or assessments assessed at any time against the company and of any deposit or asset requirement as may be imposed on members of lloyd's (including the company) and of all and any liabilities or obligations in connection with which the insurance companies act of canada requires that assets be vested in trust and other amounts and obligations referred to in the trust deed

(A) the payment of losses under: (I) contracts or policies 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 jurisdiction 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 (ii) any contract or policy which satisfies the definition of an american policy in lloyd's united states situs surplus lines trust deed dated 7 september 1995; (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 10011 wall street new york 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 chief regulatory officer for insurance of the state of new york or other designated receiver; and the other amounts and obligations referred to in the trust deed

(A) the payment of losses under: (I) contracts or policies of reinsurance issued by one or more members or past 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 or is to be underwritten by a member or members on or after that date; or (ii) any contract or policy which satisfies the definition of an american reinsurance policy in lloyd's united states situs credit for reinsurance trust deed dated 7 september 1995; (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 10011 wall street new york 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 chief regulatory officer for insurance of the state of new york or other designated receiver; and 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 insurance incepting on or after 1 august 1995 underwritten by a member or members of lloyd's or in respect of which a member or members of lloyd's is or are liable 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) the aggregate gross liabilities of the member or members of lloyd's under american policies all expenditures and fees of the trustee (as defined in the trust deed and being as at the date thereof citibank N.A. of 10011 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 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 insurance incepting on or after 1 august 1995 underwritten by a member or members of lloyd's or in respect of which a member or members of lloyd's is or are liable 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) the aggregate gross liabilities of the member or members of lloyd's under american policies all expenditures and fees of the trustee (as defined in the trust deed and being as at the date thereof citibank N.A. of 10011 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 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 insurance incepting on or after 1 august 1995 underwritten by a member or members of lloyd's or in respect of which a member or members of lloyd's is or are liable 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) the aggregate gross liabilities of the member or members of lloyd's under american policies all expenditures and fees of the trustee (as defined in the trust deed and being as at the date thereof citibank N.A. of 10011 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 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 insurance incepting on or after 1 august 1995 underwritten by a member or members of lloyd's or in respect of which a member or members of lloyd's is or are liable 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) the aggregate gross liabilities of the member or members of lloyd's under american policies all expenditures and fees of the trustee (as defined in the trust deed and being as at the date thereof citibank N.A. of 10011 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 the other amounts and obligations referred to in the trust deed