Escrow Agreement, dated as of December 9, 2019, between Argo Group International Holdings, Ltd., Mark E. Watson III and American Stock Transfer & Trust Company, LLC

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to “years,” “months,” or “days” shall mean “calendar years,” “calendar months,” and “calendar days.” References in this Agreement to “including” shall mean “including, without limitation,” whether or not so specified. Any term not defined below which is initially capitalized in this Agreement shall have the meaning ascribed to it in this Agreement.

Appointment of and Acceptance by Escrow Agent. Company and Executive hereby appoint Escrow Agent to serve as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt of the Escrow Assets, in accordance with Section 3 below, agrees to hold, upon receipt, the Escrow Assets in accordance with this Agreement.

Deposit of Escrow Assets. As soon as practicable following the execution of this Agreement and the Separation Agreement, Company and Executive will cause the transfer of the Escrow Assets to Escrow Agent, and Escrow Agent shall deposit the Escrow Assets in a segregated account of Escrow Agent.

Disbursements of Escrow Assets. Escrow Agent shall disburse all or a portion of the Escrow Assets only upon its receipt of a Written Direction in the form provided in subsections (a), (b) or (c) below, subject to the terms outlined therein:

Joint Disbursement Notice: Company and Executive may deliver to Escrow Agent a Written Direction duly executed by both the Company Representative and Executive directing Escrow Agent to disburse all or a portion of the Escrow Assets (a “Joint Disbursement Notice”). The Escrow Agent shall disburse the Escrow Assets in accordance with a Joint Disbursement Notice within five (5) Business Days of its receipt of such Joint Disbursement Notice.

Arbitration Award Notice: The Company and/or Executive may, following receipt of a decision issued by the arbitrator jointly selected by Company and Executive (the “Arbitrator Award”), issue a Written Direction directing Escrow Agent to disburse all or a portion of the Escrow Assets in accordance with the Arbitrator Award (the “Arbitration Award Notice”). Neither party shall issue an Arbitration Award Notice until the earlier of (i) the time to appeal the Arbitrator Award has expired and neither party has filed an appeal, or (ii) a party receives written notice from the other party that it does not intend to appeal the Arbitrator Award. The Escrow Agent shall disburse the Escrow Assets in accordance with an Arbitration Award Notice within five (5) Business Days of its receipt of such Arbitration Award Notice.

Final Resolution Notice: If the Company and/or Executive appeal the Arbitrator’s award, then following the receipt of a decision by a court of competent jurisdiction enforcing, confirming, vacating and/or modifying the decision rendered by the Arbitrator (the “Judicial Decision”), the Company and/or the Executive may deliver to Escrow Agent a copy of the Judicial Decision and a Written Direction to disburse all or a portion of the Escrow Assets (the “Final Resolution Notice”) in accordance with the terms of the Judicial Decision. The Escrow Agent shall disburse the Escrow Assets in accordance with a Final Resolution Notice within five (5) Business Days of its receipt of such Final Resolution Notice.

If Company and Executive submit any disputes with respect to the Escrow Assets to binding arbitration, Company and Executive shall jointly notify Escrow Agent in writing of the identity of, and contact information for, the Arbitrator.

Suspension of Performance; Disbursement into Court. If, at any time, (i) there shall exist any dispute between Company or Executive, on the one hand, and Escrow Agent, on the other hand, regarding any of the obligations of Escrow Agent hereunder, or (ii) Escrow agent is unable to determine, to the Escrow Agent’s satisfaction, the proper disposition of all or any portion of the Escrow Assets or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) Company and Executive have not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 6 hereof, jointly appointed a successor escrow agent to act hereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may petition (by means of an interpleader action or any other appropriate method) the United States District Court for the Southern District of the State of New York, or if such court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York within New York County, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, deliver to such court (including its clerk of court), for holding and disposition in accordance with the instructions of such court, all Escrow Assets.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to Company and Executive specifying the date when such resignation shall take effect. Upon any such notice of resignation, Company and Executive shall issue to the Escrow Agent a joint Written Direction authorizing redelivery of the Escrow Assets to a transfer agent, bank or trust company that has been retained as successor to the Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Assets and shall pay all Escrow Assets to the successor escrow agent, after making copies of such records as the retiring Escrow Agent deems advisable.

Liability of Escrow Agent. The Escrow Agent undertakes to perform only the duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. The Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, as to the Escrow Agent, the terms and conditions of this Agreement shall control subject to Section 26 hereof. The Escrow Agent is not a party to the Separation Agreement, is not bound by any of its terms, and has not undertaken in any way to effectuate, implement or comply with the Separation Agreement. The Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Assets in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein or delivered in accordance with the notice provisions hereof. The Escrow Agent shall have no duty to solicit any payment which may be due to be paid in Escrow Assets or to confirm or verify the accuracy or correctness of any amounts deposited in accordance with this Agreement, other than to verify and confirm the receipt of and status of Escrow Assets in response to a request by Company or Executive. The Escrow Agent may rely conclusively, and shall be protected in acting, upon any notice, instruction (including a Written Direction (such as a wire transfer instruction)), request, order, judgment, certification, statement, demand or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting

Indemnification of Escrow Agent. From and at all times after the date of this Agreement, Company shall, to the fullest extent permitted by law, defend, indemnify and hold harmless Escrow Agent and each director, officer, member, partner, trustee, employee, attorney, agent and Affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims, losses, damages, liabilities, costs, penalties, judgments and expenses of any kind or nature whatsoever (including reasonable costs and expenses and reasonable outside attorneys’ fees) incurred by or asserted against any of

Fees, Costs and Expenses of Escrow Agent. Company shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A hereto are hereby incorporated by this reference, and form a part of this Agreement. All of the compensation and reimbursement obligations set forth in this Section 9 shall be payable by Company within five Business Days following execution of this Agreement and, in the future, upon demand by Escrow Agent.

Patriot Act Disclosure; Taxpayer Certification and Reporting.

Patriot Act Disclosure. Company and Executive acknowledge that a portion of the identifying information set forth on Schedule A hereto is being requested by Escrow Agent in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”), and agree to provide any additional information requested by Escrow Agent in connection with the Act or any similar law, rule, regulation, order, or other governmental act to which Escrow Agent is subject, in a timely manner and consent to Escrow Agent obtaining from third parties any such identifying information. Company and Executive represent that all identifying information set forth on Schedule A hereto is true and complete on the date hereof and will be true and complete at the time of any disbursement of the Escrow Assets. For a non-individual person such as a charity, a trust, or other legal entity, Escrow Agent may require documentation to verify formation and existence as a legal entity. Escrow Agent may also require financial statements, licenses, identification and authorization documentation from any individual claiming authority to represent the entity or other relevant documentation.

Certification and Tax Reporting. Company has provided Escrow Agent with its fully executed Internal Revenue Service (“IRS”) Form W-8 and/or other required documentation. Company acknowledges that solely for tax purposes, Escrow Agent does not have any interest in the Escrow Assets or the escrow account(s). All interest or other income earned under this Agreement shall be allocated to Company and reported, as and to the extent required by law, by Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Company whether or not said income has been distributed during such year. Company shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Company shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Company hereby represents and warrants to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Agreement, the parties hereto agree that the United States District Court for the Southern District of the State of New York shall have the sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties hereto agree that the Supreme Court of the State of New York within New York County shall have sole and exclusive jurisdiction. Any final judgment shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

Notice. All notices, instructions (pursuant to Written Direction or otherwise), approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when such writing is delivered by hand or overnight delivery service, or (b) upon telephone call-back in accordance with Section 13 below, after being sent by e-mail with PDF attachment from the designated e-mail account(s) of the sending person(s) as designated on Schedule A hereto to the designated e-mail account(s) of the receiving person(s) as designated on Schedule A hereto or (c) three (3) Business Days after being mailed by first class mail (postage prepaid), in each case to the address set forth on Schedule A hereto or to such other address as each party hereto may designate for itself by like notice.

Security Procedures. If notices, instructions (pursuant to Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 12 above and, if applicable, this Section 13. If Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Company’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of General Counsel, Chief Financial Officer or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable.

Amendment or Waiver. This Agreement may be changed, waived, discharged or terminated only by a writing signed by all of the parties hereto that references this Agreement. No delay or omission by any party hereto in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.

Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of New York without giving effect to the conflict of laws principles thereof.

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the holding and disbursement of the Escrow Assets and sets forth in their entirety the obligations and duties of the Escrow Agent with respect to the Escrow Assets. For the sake of clarity, this Agreement does not supersede or replace the Separation Agreement which shall remain of full force and effect. In the event there is a conflict between the provisions of this Agreement and the provisions of the Separation Agreement, the provisions of the Separation Agreement shall control.

Binding Effect. All of the terms of this Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Company, Executive and Escrow Agent.

Execution in Counterparts. This Agreement and any Written Direction may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. Subject to Section 12 and Section 13 hereof, this Agreement and any Written Direction may be executed and delivered by e-mailing a PDF version of a signed signature page, which shall have the same force and effect as the delivery of an originally executed signature page.

Termination of Escrow Agent. Upon the first to occur of (i) the termination of the Escrow Period (subject to the occurrence of the related distribution(s)), or (ii) the resignation of Escrow Agent, Escrow Agent shall be released from its obligations hereunder and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Assets, other than, in the case of clause (ii) of this Section 20, to comply with Section 6 of this Agreement. The obligations of Company and Executive for services performed by Escrow Agent prior to the termination of this Agreement in accordance with this Section 20 shall continue to exist notwithstanding the termination or discharge of Escrow Agent’s obligations or liabilities hereunder until the obligations of Company and Executive have been fully performed.

Dealings. Nothing herein shall preclude Escrow Agent from acting in any other capacity for Company or for any other entity.

Currency. The currency applicable to any amount payable or receivable under this Agreement is United States dollars.

Force Majeure. Notwithstanding anything to the contrary hereunder, Escrow Agent shall not be liable for any delay, failure to perform, or other act or non-act resulting from acts of God, terrorism, war, civil unrest, fire, floods, electrical outages, and other similar causes beyond its reasonable control.

No Third Party Beneficiaries. This Agreement and all of its terms and conditions are for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the parties to this Agreement any legal or equitable rights, remedy, or claim under or with respect to this Agreement or any term or condition of this Agreement.

No Strict Construction. The parties hereto have participated jointly in the negotiation and draft of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it were drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any provision of this Agreement.

Priority.

In the event of any conflict between the provisions of Schedule A hereto and the remainder of this Agreement, this Agreement shall control.

Nothing contained in this Agreement shall amend, replace or supersede any agreement between Company and Escrow Agent to act as Company’s transfer agent, which agreement shall remain of full force and effect.

Headings. The headings in this Agreement are for convenience purposes and shall be ignored for purposes of enforcing this Agreement, do not constitute a part of this Agreement, and may not be used by any party hereto to characterize, interpret, limit or affect otherwise any provision of this Agreement.

Escrow Funding.

Escrow Agent Fees.

Termination and Disbursement. Unless earlier terminated by the provisions of this Agreement, the Escrow Period will terminate on the date that Escrow Agent has disbursed the Escrow Assets in accordance with the terms of a Written Direction (the “Termination Date”). Notwithstanding anything to the contrary herein, this Agreement shall continue in full force and effect so long as any Escrow Assets remain deposited with the Escrow Agent.

Representatives. Each of the following persons is hereby designated and appointed as Company Representatives:

Craig Comeaux

Craig Comeaux

/s/ Craig Comeaux

Specimen signature

VP, Secretary & Corporate Counsel

175 E. Houston St. Suite 1300

San Antonio, TX 78205

***@***

Sara Bhattacharya

Sara Bhattacharya

/s/ Sara Bhattacharya

Specimen signature

Senior Analyst, Compensation Programs

175 E. Houston St. Suite 1300

San Antonio, TX 78205

***@***

Notice Addresses.

Designated Email Accounts and Telephone Call-Back Numbers (for persons designated to send and receive notices by e-mail).

Company:

Name

Craig Comeaux

Sara Bhattacharya

Executive :

Name

Mark E. Watson III

[REDACTED]

Daniel J. Fetterman

Escrow Agent:

Name

Erica Mackey