Second Amendment Agreement

AMTRUST CORPORATE CAPITAL LIMITED, a company incorporated in England under registered number 08128684 whose registered office is at 2 Minster Court, Mincing Lane, London EC3R 7BB (“ACCL”);

AMTRUST CORPORATE MEMBER LIMITED, a company incorporated in England under registered number 03621278 whose registered office is at 1 Great Tower Street, London EC3R 5AA (“ACML”);

AMTRUST CORPORATE MEMBER TWO LIMITED, a company incorporated in England under registered number 05264527 whose registered office is at 1 Great Tower Street, London EC3R 5AA (“ACM2L”);

ANV CORPORATE NAME LIMITED, a company incorporated in England under registered number 06705037 whose registered office is at 4^th floor, 1 Minster Court, Mincing Lane, London EC3R 7AA (“ANV”);

AMTRUST INTERNATIONAL INSURANCE, LTD., a company incorporated in Bermuda under registered number 9551 whose registered office is at 7 Reid Street, Suite 400, Hamilton HM11, Bermuda (the “Account Party”);

AMTRUST FINANCIAL SERVICES, INC., a corporation organised under the laws of Delaware whose registered office is at 251 Little Falls Drive, Wilmington, Delaware 19808 (the “Guarantor”);

THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 OF THE AMENDED FACILITY AGREEMENT (the “Original Banks”);

ING BANK N.V., LONDON BRANCH, as Bookrunner;

ING BANK N.V., LONDON BRANCH, THE BANK OF NOVA SCOTIA, LONDON BRANCH AND BANK OF MONTREAL, LONDON BRANCH as Mandated Lead Arrangers (the “Lead Arrangers”);

ING BANK N.V., LONDON BRANCH as Agent;

ING BANK N.V., LONDON BRANCH as Issuing Bank; and

ING BANK N.V., LONDON BRANCH as Security Trustee.

By a letter of credit facility agreement dated 26 November 2013, as amended and restated from time to time and most recently on 8 November 2017 and further amended on 20 December 2017 (the “Facility Agreement”) and made between the Parties, the Banks agreed to provide a letter of credit facility of up to £455,000,000 to provide Funds at Lloyd’s on behalf of the Corporate Members to support their underwriting at Lloyd’s of London.

The Parties now wish to amend the Facility Agreement in accordance with the terms of this Agreement in order to: (i) reflect certain proposed changes to the method by which forecast losses are determined under the Agreement, and (ii) exclude Syndicate 44 from the scope of Clause 15.5 of the Facility Agreement.

Words and expressions defined in the Facility Agreement have the same meaning in this Agreement unless otherwise defined herein.

In this Agreement:

The provisions of Clauses 1.2 to 1.9 of the Facility Agreement shall apply to this Agreement as if references therein to “this Agreement” were references to this Agreement.

From the Amendment Effective Date, any reference in any Finance Document to the Facility Agreement shall be read and construed for all purposes as a reference to the Amended Facility Agreement.

the text contained in the first paragraph of Clause 15.5(a)(i) shall be deleted and replaced with the following wording:

the text contained in the first paragraph of Clause 15.5(a)(ii) shall be deleted and replaced with the following wording:

the text contained in the first paragraph of Clause 15.5(b)(i) shall be deleted and replaced with the following wording:

the text contained in the first paragraph of Clause 15.5(b)(ii) shall be deleted and replaced with the following wording:

Subject to Clause 3.2 of this Agreement, each Obligor represents and warrants that each of the representations and warranties set out in Clauses 13.2 to 13.33 of the Amended Facility Agreement, construed as if references therein to “this Agreement” were references to this Agreement, is true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “material”, “Material Adverse Change” or similar wording, in all respects) as at the Amendment Effective Date.

Each Obligor gives each representation and warranty under Clause 3.1 in respect of itself only, and only to the extent that the terms of the relevant clause make the relevant clause applicable in respect of it.

each Obligor that has granted Security pursuant to the Security Documents confirms that the Security created by the relevant Security Documents shall continue to fully secure the obligations of the relevant Obligors under the Finance Documents (including but not limited to the Amended Facility Agreement); and

the Guarantor confirms that from the Amendment Effective Date the guarantee and indemnity given by it in Clause 12 (Guarantee and Indemnity) of the Facility Agreement will continue in full force and effect and will extend to all Obligations of each other Obligor under the Finance Documents (including but not limited to the Amended Facility Agreement),

in the case of the amendments to the Facility Agreement set out in Clause 2.2 (Amendments to Clause 15.6), have retrospective effect for the period from and excluding the Amendment Effective Date, to and including the Effective Date of the Facility Agreement; and

in the case of all of the amendments set out in Clause 2 (Amendments to Facility Agreement), have prospective effect,