GRACECHURCH UTG NO. 303 LIMITED

Lloyd's american trust deed (the " trust deed")

Created on 24 Mar 2009

Delivered on 07 Apr 2009

Status outstanding

Persons Entitled

The American Trustee, All Policy Holders and Certain Other Persons or Bodies (As Defined on the Form M395)

Amount Secured

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

Short Particulars

All premiums and other moneys payable during the trust term to or for the account of the company in connection with the 1992 and prior american business and all other assets from time to time transferred to the american trustee to be held by it as part of the american trust fund, all investments and moneys and all income arising from (i)-(iii) see image for full details.

Transactions

Amendment and restatement lloyd's american instrument 1995 (general business for corporate members) ("the 1995 american instrument (corporate members") dated 31 july 1995 & amended on 28 december 2001, 1 april 2001, 1 august 2001, 13 february 2002, 27 september 2007 &

Created on 24 Mar 2009

Delivered on 07 Apr 2009

Status outstanding

Persons Entitled

Lloyd's, and Certain Other Persons or Bodies (As Further Defined on Form M395)

Amount Secured

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

Short Particulars

All the present and future assets of the member comprised in the member's dollar trust fund constituted under and pursuant to the 1995 american instrument (corporate member) full particulars of which assets are set out in clause 3 of and schedule 2 to the 1995 american instrument (corporate members). See image for full details.

Transactions

Charge over experience account

Created on 07 Jan 2005

Delivered on 25 Jan 2005

Status outstanding

Persons Entitled

First National Litigation Funding PLC

Amount Secured

All monies due or to become due from xl london market limited to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Fixed charge the deposit, the experience account, the right to repayment and other rights and benefits. Floating charge all entitlements to interest on the deposit. See the mortgage charge document for full details.

Transactions

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A deed of charge

Created on 25 Sep 2003

Delivered on 10 Oct 2003

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

The managing agent on behalf of each underwriter covenants with the bank that such underwriter will on demand by the bank discharge when the same falls due each and every liability which such underwriter may now or hereafter have to the bank under the facilities agreement as a member of the syndicate 2791 2002 obligor group and will pay to the bank every sum (of principal interest or otherwise) now or hereafter owing due or incurred by such underwriter to the bank in respect of any such liability

Short Particulars

By way of first fixed charge all right title and interest of the sterling trustees on and to the moneys standing to the credit of the sterling special account please refer to form 395 for further details.

Transactions

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A deed of charge

Created on 25 Sep 2003

Delivered on 10 Oct 2003

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

The managing agent on behalf of each underwriter covenants with the bank that such underwriter will on demand by the bank discharge when the same falls due each and every liability which such underwriter may now or hereafter have to the bank under the facilities agreement as a member of the syndicate 2791 2001 obligor group and will pay to the bank every sum (of principal interest or otherwise) now or hereafter owing due or incurred by such underwriter to the bank in respect of any such liability

Short Particulars

By way of first fixed charge all right title and interest of the sterling trustees on and to the moneys standing to the credit of the sterling special account please refer to form 395 for further details.

Transactions

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Deed of charge

Created on 14 May 2002

Delivered on 22 May 2002

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

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

Short Particulars

By way of first charge, all rights, title and interest of the corportate underwriting member in and to a) the benefit of the relevant specified syndicate reinsurances not otherwise expressed to be charged by the deed of charge and b) the benefit of any letter of credit, guarantee, deposit or security issued.

Transactions

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A deed of charge

Created on 22 Feb 2002

Delivered on 15 Mar 2002

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All sums and liability due or to become due from each underwriter to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

First fixed charge, all right,title and interest of the sterling trustees in and to the moneys standing to the credit of the sterling special account including any thing in action of the sterling trustees in relation thereto and by way of first floating charge, all right,title and interest of such underwriter in and to all present and future reinsurance recoveries in sterling; see form 395 for details.

Transactions

A deed of charge

Created on 22 Feb 2002

Delivered on 15 Mar 2002

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All sums and liability due or to become due from each underwriter to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

First fixed charge, all right,title and interest of the dollar trustees in and to the moneys standing to the credit of the dollar special account and to all cash calls (if any) denominated in dollars; by way of first floating charge, all right,title and interest of such underwriter in and to all present and future reinsurance recoveries in dollars; see form 395 for details.

Transactions

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A deed of charge

Created on 22 Feb 2002

Delivered on 15 Mar 2002

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All sums and liability due or to become due from each underwriter to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

First fixed charge, all right,title and interest of the dollar trustees in and to the moneys standing to the credit of the dollar special account and to all cash calls (if any) denominated in dollars; by way of first floating charge, all right,title and interest of such underwriter in and to all present and future reinsurance recoveries in dollars; see form 395 for details.

Transactions

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A deed of charge

Created on 22 Feb 2002

Delivered on 15 Mar 2002

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All sums and liability due or to become due from each underwriter to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

First fixed charge, all right,title and interest of the sterling trustees in and to the moneys at any time hereafter standing to the credit of the sterling special account (as defined) including any thing in action of the sterling trustees in relation thereto; by way of first floating charge, all right,title and interest of such underwriter in and to all present and future reinsurance recoveries in sterling; see form 395 for details.

Transactions

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Charge in the terms of the lloyd's asia (singapore policies) instrument 2002(general business of all underwriting members) (the singapore policies instrument)

Created on 13 Feb 2002

Delivered on 05 Mar 2002

Status outstanding

Persons Entitled

The Society (Lloyds) and the Managing Agents Offshore Policies Trustees of Any Managing Agent(as Further Described on Form M395)

Amount Secured

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

Short Particulars

All present and future assets of the member comprised in the members singapore policies trust fund constituted under and pursuant to the singapore policies instrument, all premiums, reinsurance recoveries, rights of salvage and subrogation and other monies whatsoever in connection with the members singapore policies business and all interest of the member therein. All singapore policies rights of recoveries, all further assets, all interest, dividends and other income and all assets now or for the time being representing the foregoing.

Transactions

Charge in the terms of the lloyd's asia (offshore policies) instrument 2002 (general business of all underwriting members) (the offshore policies instrument)

Created on 13 Feb 2002

Delivered on 05 Mar 2002

Status outstanding

Persons Entitled

The Society (Lloyds) and the Managing Agents Offshore Policies Trustees of Any Managing Agent(as Further Described on Form M395)

Amount Secured

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

Short Particulars

All present and future assets of the member comprised in the members offshore policies trust fund constituted under and pursuant to the offshore policies instrument, all premiums, reinsurance recoveries, rights of salvage and subrogation and other monies whatsoever in connection with the members offshore policies business and all interest of the member therein. All offshore policies rights of recoveries, all further assets, all interest, dividends and other income and all assets now or for the time being representing the foregoing.

Transactions

Charge dated 3RD january 2002 in the terms of the lloyd's united states situs excess or surplus lines trust deed (the "trust deed") but effective from 1ST january 2002

Created on 03 Jan 2002

Delivered on 21 Jan 2002

Status outstanding

Persons Entitled

The Trustee, Lloyd's, the Agent, All Policy Holders and Certain Other Persons or Bodies(As Further Defined on Form M395)

Amount Secured

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.0318 (The "syndicate") (including all incidental syndicates of such 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 policy holder pursuant to surplus lines or excess lines laws of any 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, usa), 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

Short Particulars

The property constituting the trust principal but excluding the investment income from time to time earned thereon. The property in the actual and sole possession of the trustee at anytime and held under the provisions of the trust deed allocable to the particular trust created by the company with respect to the particular year of account of the syndicate ("the trust fund" or "trust") ( see form 395 for further details).

Transactions

Charge dated 3RD january 2002 in the terms of the lloyd's united states situs credit for reinsurance trust deed (the "trust deed") but effective from 1ST january 2002 itself constituted by an instrument

Created on 03 Jan 2002

Delivered on 21 Jan 2002

Status outstanding

Persons Entitled

The Trustee, Lloyd's, the Agent, All Policy Holders and Certain Other Persons or Bodies(As Further Defined on Form M395)

Amount Secured

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.0318 (The "syndicate") (including all incidental syndicates of such 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 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

Short Particulars

The principal at any time but excluding the investment income from time to time earned thereon (both capitalised terms having the meaning given thereto in section 11-2.1(b) of the new york estates, powers and trusts law), and the property in the actual and sole possession of the trustee (or held by the trustee in the name of a nominee) at any time and held under the provisions of the trust deed allocable to the particular trust created by the company with respect to the particular year of account of the relevant syndicate, and cash drawn down on any letter of credit at any time and held as an asset of the fund held under the provisions of the trust deed, and other property referred to in the trust deed.

Transactions

Charge dated 3RD january 2002 in the terms of the lloyd's kentucky trust deed (the "trust deed") but effective from 1ST january 2002 itself constituted by an instrument dated 11TH january 2000 (as amended and supplemented from time to time) and as supplemented by a deed of accession

Created on 03 Jan 2002

Delivered on 21 Jan 2002

Status outstanding

Persons Entitled

The American Trustee, All Policy Holders and Certain Other Persons or Bodies(As Further Defined on Form M395)

Amount Secured

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.2001 (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

Short Particulars

All premiums and other moneys payable during the trust term to or for the account of the company in connection with the american business, all other assets from time to time transferred to the american trustee (as defined in the trust deed and being, as at the date thereof, citibank N.A. of 111 wall street, new york, usa) to be held by it as part of the property held in trust under the trust deed, and all income arising from the above premiums, moneys and assets, and other property referred to in the trust deed.

Transactions

Charge dated 3RD january 2002 in the terms of the lloyd's kentucky trust deed (the "trust deed") but effective from 1ST january 2002 itself constituted by an instrument

Created on 03 Jan 2002

Delivered on 21 Jan 2002

Status outstanding

Persons Entitled

The Trustee, Lloyd's, the Agent, All Policy Holders and Certain Other Persons or Bodies(As Further Defined on Form M395)

Amount Secured

The payment of losses (including claims for the return of unearned premium) under contracts or policies of insurance incepting on or after 1ST january 1996 underwritten by the company as a member of syndicate no.0318 (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

Short Particulars

The principal at any time but excluding the investment income from time to time earned thereon (both capitalised terms having the meaning given thereto in kentucky revised statutes section 396.191, et seq., And the property in the actual and sole possession of the trustee (or held by the trustee in the name of a nominee) at any time and held under the provisions of the trust deed allocable to the particular trust created by the company with respect to the particular year of account of the relevant syndicate, and cash drawn down on any letter of credit at any time and held as an asset of the fund held under the provisions of the trust deed, and other property referred to in the trust deed.

Transactions

Lloyd's deposit trust deed (third party deposit) (interavailable-short form)

Created on 31 Dec 2001

Delivered on 18 Jan 2002

Status outstanding

Persons Entitled

The Society Incorporated by Lloyd's Act 1871 by the Name of Lloyd's, the Trustees,the Beneficiaries and the Other Persons or Bodies (As Further Defined on Form M395)

Amount Secured

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

Short Particulars

All monies and other property after the date of the trust deed at any time paid or transferred to or otherwise vested in or under the direct or indirect control of the trustees upon the trusts of the trust deed.

Transactions

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Debenture

Created on 27 Dec 2001

Delivered on 12 Jan 2002

Status outstanding

Persons Entitled

Centre Reinsurance International Company

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

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Floating charge

Created on 12 Nov 2001

Delivered on 17 Nov 2001

Status outstanding

Persons Entitled

The Trustees of the Premiums Trust Fund

Amount Secured

All the liabilities of syndicate 1141 members and the 1141 trustees to the trustees of syndicate 2001, of any kind and in any currency (whether present or future actual or contingent and whether incurred alone or jointly with another) pursuant to the inter-syndicate loan agreement dated 12TH november 2001 between the trustees of syndicate 2001, the trustees of syndicate 1141 and amlin underwriting limited for itself and as managing agent on behalf of the members of syndicate 1141 and 2001

Short Particulars

The portion of the reinsurance receivables arising under or in connection with every policy designated by reference to a year of account of syndicate 1141 on which that 1141 member participates and the proceeds thereof as bear the same proportion to the whole as such 1141 member's share of the syndicate stamp for such year of account.

Transactions

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Deed of charge between the borrowing groups, amlin underwriting limited (amlin), lloyds tsb bank PLC (the bank), the sterling trustees and the dollar trustees

Created on 09 Nov 2001

Delivered on 16 Nov 2001

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

Every liability that the corporate underwriting member may at the date of or at any time after the date of the deed of charge have to the bank (severally with the other underwriting members, being members of the borrowing groups) under or pursuant to the deed of charge or the us$15 million revolving letter of credit facility agreement dated 9TH november 2001 including any liability in respect of further advances made by the bank under the facility agreement (all terms as defined)

Short Particulars

By way of first fixed charge all rights title and interest of the corporate underwriting member in and to (a) the benefit of the relevant specified syndicate reinsurances not otherwise expressed to be charged by the deed of charge or by any other document under which the security is given by any person for the payment and discharge of the obligations of the corporate underwriting member. See the mortgage charge document for full details.

Transactions

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Deed of charge

Created on 07 Nov 2001

Delivered on 14 Nov 2001

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All sums and liabilities to be paid and discharged by the company the subject of clause 2.1 of the charge under or pursuant to the finance documents (namely the letter of credit facility agreement of even date with the deed of charge) including any liability in respect of any further advances made by lloyds tsb bank PLC under the finance documents

Short Particulars

By way of first fixed charge all rights title and interest in and to a) the benefit of the specified syndicate reinsurances not otherwise expressed to be charged by the deed of charge or by any other document under which the security is given by any person for the payment and discharge of the obligations of the company and b) the benefit of any letter of credit guarantee deposit or security issued made or given in respect of the performance of a reinsurers obligations thereunder.

Transactions

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A charge dated 25 may 2001 in the terms of the lloyd's canadian margin fund trust deed ("the trust deed")

Created on 25 May 2001

Delivered on 13 Jun 2001

Status outstanding

Persons Entitled

Royal Trust Corporation of Canada (The Trustee)

Amount Secured

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

Short Particulars

All interest of the company in present and future assets comprised in the margin fund constituted under the trust deed including the following (a) the contributions paid to the margin fund by or on behalf of the company pursuant to the lloyd's canadian business requirements of the council of lloyd'S.

Transactions

Charge (in the terms of the lloyd's canadian trust deed "the trust deed" dated 26 september 1995. the instrument amends and restates the instrument dated 9 november 1977, as further amended by deeds dated 8 march 1978, 11 june 1989 and 28 december 2000)

Created on 25 May 2001

Delivered on 13 Jun 2001

Status outstanding

Persons Entitled

The Trustees, Lloyd's and Certain Other Persons or Bodies (As Furtherdefined on Form M395)

Amount Secured

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

Short Particulars

All property which may be (or should be) assigned or transferred to or received by the canadian trustee under the trust deed and any accumulations and increments from any such property. All premiums monies and other assets whatsoever belonging or payable at the date of the trust deed or thereafter at any time belonging or becoming payable to the company in connection with the canadian business and received on behalf of the company by the agent or any other person. See the mortgage charge document for full details.

Transactions

Deed of charge

Created on 12 Apr 2001

Delivered on 27 Apr 2001

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All sums and liabilities to be paid and discharged by the company the subject of clause 2.1 of the charge, under or pursuant to the finance documents (namely the facility agreement and the letter of credit facility agreement of even date with the deed of charge) including any liability in respect of any further advances made by lloyds tsb bank PLC under the finance documents

Short Particulars

By way of first fixed charge, all right title and interest of the company in and to a) the benefit of the specified syndicate reinsurances (as defined) and b) the benefit of any letter of credit, guarantee, deposit or security issued made or given in respect of the performance of a reinsurers obligations thereunder. (For full details refer to form 395). see the mortgage charge document for full details.

Transactions

Deed of charge

Created on 12 Apr 2001

Delivered on 27 Apr 2001

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All sums and liabilities to be paid and discharged by the company the subject of clause 2.1 of the charge, under or pursuant to the finance documents (namely the facility agreement of even date with the deed of charge) including any liability in respect of any further advances made by lloyds tsb bank PLC under the finance documents

Short Particulars

By way of first fixed charge, all right title and interest of the company in and to a) the benefit of the specified syndicate reinsurances (as deined) and b) the benefit of any letter of credit, guarantee, deposit or security issued made or given in respect of the performance of a reinsurers obligations thereunder. (For full details refer to form 395).

Transactions