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Argo Group International Holdings, Ltd. – ‘10-K’ for 12/31/22 – ‘EX-10.34’

On:  Monday, 3/6/23, at 8:30am ET   ·   For:  12/31/22   ·   Accession #:  1628280-23-6451   ·   File #:  1-15259

Previous ‘10-K’:  ‘10-K/A’ on 4/29/22 for 12/31/21   ·   Next:  ‘10-K/A’ on 4/28/23 for 12/31/22   ·   Latest:  ‘10-K’ on 3/19/24 for 12/31/23   ·   35 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/06/23  Argo Group Int’l Holdings, Ltd.   10-K       12/31/22  164:33M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   7.20M 
 2: EX-10.34    Material Contract                                   HTML     53K 
 3: EX-10.38    Material Contract                                   HTML     47K 
 4: EX-10.39    Material Contract                                   HTML     47K 
 5: EX-10.40    Material Contract                                   HTML     47K 
 6: EX-21       Subsidiaries List                                   HTML     54K 
 7: EX-22.1     Published Report re: Matters Submitted to a Vote    HTML     46K 
                of Security Holders                                              
 8: EX-23.1     Consent of Expert or Counsel                        HTML     44K 
 9: EX-23.2     Consent of Expert or Counsel                        HTML     47K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     50K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     50K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     47K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     47K 
19: R1          Cover                                               HTML    117K 
20: R2          Audit Information                                   HTML     51K 
21: R3          Consolidated Balance Sheets                         HTML    170K 
22: R4          Consolidated Balance Sheets (Parenthetical)         HTML     80K 
23: R5          Consolidated Statements of Income (Loss)            HTML    154K 
24: R6          Consolidated Statements of Comprehensive Income     HTML    110K 
                (Loss)                                                           
25: R7          Consolidated Statements of Shareholders' Equity     HTML    102K 
26: R8          Consolidated Statements of Shareholders' Equity     HTML     47K 
                (Parenthetical)                                                  
27: R9          Consolidated Statements of Cash Flows               HTML    170K 
28: R10         Business and Significant Accounting Policies        HTML    130K 
29: R11         Recent Acquisitions, Disposals & Other              HTML     77K 
                Transactions                                                     
30: R12         Investments                                         HTML    476K 
31: R13         Allowance for Credit Losses                         HTML     69K 
32: R14         Leases                                              HTML     71K 
33: R15         Reinsurance                                         HTML     72K 
34: R16         Reserves for Losses and Loss Adjustment Expenses    HTML    835K 
35: R17         Run-off Lines                                       HTML     99K 
36: R18         Long-term Debt                                      HTML    186K 
37: R19         Disclosures about Fair Value of Financial           HTML    107K 
                Instruments                                                      
38: R20         Shareholders' Equity                                HTML     62K 
39: R21         Accumulated Other Comprehensive Income (Loss)       HTML     84K 
40: R22         Net (Loss) Income Per Common Share                  HTML     65K 
41: R23         Share-based Compensation                            HTML     77K 
42: R24         Underwriting, Acquisition and Insurance Expenses    HTML     58K 
43: R25         Income Taxes                                        HTML    192K 
44: R26         Pension Benefits and Savings Plans                  HTML     53K 
45: R27         Commitments and Contingencies                       HTML     51K 
46: R28         Segment Information                                 HTML    128K 
47: R29         Statutory Accounting Principles                     HTML     71K 
48: R30         Insurance Assessments                               HTML     48K 
49: R31         Transactions with Related Parties                   HTML     48K 
50: R32         Subsequent Event                                    HTML     51K 
51: R33         Schedule II Condensed Financial Information of      HTML    135K 
                Registrant                                                       
52: R34         Schedule III Supplemental Insurance Information     HTML    130K 
53: R35         Schedule V Valuation and Qualifying Accounts        HTML     71K 
54: R36         Schedule VI Supplemental Information for            HTML     79K 
                Property-Casualty Insurance Companies                            
55: R37         Business and Significant Accounting Policies        HTML    140K 
                (Policies)                                                       
56: R38         Business and Significant Accounting Policies        HTML     76K 
                (Tables)                                                         
57: R39         Recent Acquisitions, Disposals & Other              HTML     76K 
                Transactions (Tables)                                            
58: R40         Investments (Tables)                                HTML    538K 
59: R41         Allowance for Credit Losses (Tables)                HTML     71K 
60: R42         Leases (Tables)                                     HTML     75K 
61: R43         Reinsurance (Tables)                                HTML     65K 
62: R44         Reserves for Losses and Loss Adjustment Expenses    HTML    818K 
                (Tables)                                                         
63: R45         Run-off Lines (Tables)                              HTML    117K 
64: R46         Long-term Debt (Tables)                             HTML    171K 
65: R47         Disclosures about Fair Value of Financial           HTML    104K 
                Instruments (Tables)                                             
66: R48         Accumulated Other Comprehensive Income (Loss)       HTML     85K 
                (Tables)                                                         
67: R49         Net (Loss) Income Per Common Share (Tables)         HTML     65K 
68: R50         Share-based Compensation (Tables)                   HTML     67K 
69: R51         Underwriting, Acquisition and Insurance Expenses    HTML     58K 
                (Tables)                                                         
70: R52         Income Taxes (Tables)                               HTML    190K 
71: R53         Segment Information (Tables)                        HTML    129K 
72: R54         Statutory Accounting Principles (Tables)            HTML     64K 
73: R55         Business and Significant Accounting Policies -      HTML     99K 
                Additional Information (Detail)                                  
74: R56         Business and Significant Accounting Policies -      HTML     57K 
                Intangible Assets and Accumulated Amortization                   
                (Detail)                                                         
75: R57         Business and Significant Accounting Policies -      HTML     62K 
                Schedule of Interest Paid (Detail)                               
76: R58         Recent Acquisitions, Disposals & Other              HTML     75K 
                Transactions - Sale of Argo Underwriting Agency                  
                Limited (Details)                                                
77: R59         Recent Acquisitions, Disposals & Other              HTML     98K 
                Transactions - Assets and Liabilities                            
                Held-for-Sale (Details)                                          
78: R60         Recent Acquisitions, Disposals & Other              HTML     55K 
                Transactions - Sale of ArgoGlobal SE (Details)                   
79: R61         Recent Acquisitions, Disposals & Other              HTML     58K 
                Transactions - Sale of Argo Seguros Brasil S.A.                  
                (Details)                                                        
80: R62         Recent Acquisitions, Disposals & Other              HTML     82K 
                Transactions - Loss Portfolio Transfer - U.S.                    
                (Details)                                                        
81: R63         Investments - Additional Information (Detail)       HTML     63K 
82: R64         Investments - Schedule of Amortized Cost, Gross     HTML     92K 
                Unrealized Gains, Gross Unrealized Losses and Fair               
                Value of Investments (Detail)                                    
83: R65         Investments - Schedule of Amortized Cost and Fair   HTML     81K 
                Values of Fixed Maturity Investments, by                         
                Contractual Maturity (Detail)                                    
84: R66         Investments - Schedule of Carrying Value and        HTML     60K 
                Unfunded Investment Commitments of Other Invested                
                Assets Portfolio (Detail)                                        
85: R67         Investments - Schedule of Aging of Unrealized       HTML     96K 
                Losses on Company's Investments in Fixed                         
                Maturities, Equity Securities and Other                          
                Investments (Detail)                                             
86: R68         Investments - Allowance for Credit Losses (Detail)  HTML     74K 
87: R69         Investments - Schedule of Loans by Property Type    HTML     63K 
                (Details)                                                        
88: R70         Investments - Schedule of Loans by Debt Service     HTML     72K 
                Covenant Ratio (Details)                                         
89: R71         Investments - Schedule of Loans by Maturity         HTML     66K 
                (Details)                                                        
90: R72         Investments - Schedule of Company's Gross Realized  HTML     81K 
                Investment Gains (Losses) (Detail)                               
91: R73         Investments - Schedule of Changes in Unrealized     HTML     58K 
                Appreciation (Depreciation) (Detail)                             
92: R74         Investments - Schedule of Fair Value of Foreign     HTML     53K 
                Currency Exchange Forward Contracts (Detail)                     
93: R75         Investments - Schedule of Realized Gains and        HTML     62K 
                Losses of Investment on Foreign Currency Exchange                
                Forward Contracts (Detail)                                       
94: R76         Investments - Components of Restricted Assets       HTML     62K 
                (Detail)                                                         
95: R77         Investments - Financial Assets Measured at Fair     HTML    130K 
                Value on Recurring Basis (Detail)                                
96: R78         Investments - Schedule of Reconciliation of         HTML     95K 
                Beginning and Ending Balances for Investments                    
                Categorized as Level 3 (Detail)                                  
97: R79         Investments - Commercial Mortgage Loans (Details)   HTML     50K 
98: R80         Allowance for Credit Losses - Premium Receivables   HTML     58K 
                (Details)                                                        
99: R81         Allowance for Credit Losses - Reinsurance           HTML     58K 
                Recoverables (Details)                                           
100: R82         Leases - Additional Information (Details)           HTML     53K  
101: R83         Leases - Components of Leases (Details)             HTML     61K  
102: R84         Leases - Lease Cost (Details)                       HTML     54K  
103: R85         Leases - Lease Maturity (Details)                   HTML     65K  
104: R86         Reinsurance - Additional Information (Detail)       HTML     66K  
105: R87         Reinsurance - Schedule of Reinsurance Premium       HTML     69K  
                (Detail)                                                         
106: R88         Reserves for Losses and Loss Adjustment Expenses -  HTML     98K  
                Reserves for Losses and Loss Adjustment Expenses                 
                (Detail)                                                         
107: R89         Reserves for Losses and Loss Adjustment Expenses -  HTML     70K  
                Additional Information (Detail)                                  
108: R90         Reserves for Losses and Loss Adjustment Expenses -  HTML     56K  
                Impact from (Favorable) Unfavorable Development of               
                Prior Accident Years' Loss and LAE Reserves on                   
                Each Reporting Segment (Detail)                                  
109: R91         Reserves for Losses and Loss Adjustment Expenses -  HTML    348K  
                Summary of Information about Incurred and                        
                Cumulative Paid Losses and Allocated Loss                        
                Adjustment Expenses, Net of Reinsurance (Detail)                 
110: R92         Reserves for Losses and Loss Adjustment Expenses -  HTML     87K  
                Summary of Reconciliation of Net Incurred and Paid               
                Development to Liability for Unpaid Losses and LAE               
                in Consolidated Balance Sheets (Detail)                          
111: R93         Reserves for Losses and Loss Adjustment Expenses -  HTML     97K  
                Schedule of Supplementary Unaudited Information                  
                About Annual Percentage Payout of Incurred Losses                
                and ALAE, Net of Reinsurance (Detail)                            
112: R94         Reserves for Losses and Loss Adjustment Expenses -  HTML     64K  
                Schedule of Information About Discounted                         
                Liabilities For Unpaid Losses and LAE (Detail)                   
113: R95         Run-off Lines - Gross Reserves for Run-Off Lines    HTML     63K  
                (Detail)                                                         
114: R96         Run-off Lines - Total Gross Reserves for Asbestos   HTML     73K  
                Exposure (Detail)                                                
115: R97         Run-off Lines - Underwriting Losses for Run-Off     HTML     63K  
                Lines (Detail)                                                   
116: R98         Long-term Debt - Additional Information (Detail)    HTML    116K  
117: R99         Long-term Debt - Schedule of Unamortized Debt       HTML     53K  
                Issuance Costs Deducted from Carrying Value of                   
                Debt Liability (Details)                                         
118: R100        Long-term Debt - Schedule of Junior Subordinated    HTML     98K  
                Debentures (Detail)                                              
119: R101        Long-term Debt - Schedule of Maybrooke Junior       HTML     59K  
                Subordinated Debentures (Detail)                                 
120: R102        Long-term Debt- Schedule of Terms and Principal     HTML     58K  
                Amounts of Other Indebtedness (Detail)                           
121: R103        Long-term Debt - Schedule of Floating Rate Loan     HTML     75K  
                Stock, Notes Outstanding (Detail)                                
122: R104        Long-term Debt - Schedule of Long-term Debt         HTML     71K  
                Maturity (Details)                                               
123: R105        Disclosures about Fair Value of Financial           HTML     68K  
                Instruments - Summary of Company's Financial                     
                Instruments Whose Carrying Amount Did Not Equal                  
                Fair Value (Detail)                                              
124: R106        Disclosures about Fair Value of Financial           HTML     84K  
                Instruments - Schedule of Financial Instruments                  
                Measured at Fair Value (Details)                                 
125: R107        Shareholders' Equity (Detail)                       HTML     95K  
126: R108        Accumulated Other Comprehensive Income (Loss) -     HTML     72K  
                Changes in Accumulated Other Comprehensive Income                
                (Loss) (Detail)                                                  
127: R109        Accumulated Other Comprehensive Income (Loss) -     HTML     74K  
                Amounts Reclassified from Accumulated Other                      
                Comprehensive Income (Loss) (Detail)                             
128: R110        Net (Loss) Income Per Common Share - Net (Loss)     HTML     94K  
                Income Per Common Share on Basic and Diluted Basis               
                (Detail)                                                         
129: R111        Net (Loss) Income Per Common Share - Additional     HTML     50K  
                Information (Detail)                                             
130: R112        Share-based Compensation - Additional Information   HTML    109K  
                (Detail)                                                         
131: R113        Share-based Compensation - Summary of Performance   HTML     75K  
                Share Activity (Details)                                         
132: R114        Share-based Compensation - Summary of Restricted    HTML     74K  
                Share Activity (Detail)                                          
133: R115        Underwriting, Acquisition and Insurance Expenses    HTML     56K  
                (Detail)                                                         
134: R116        Income Taxes - Additional Information (Detail)      HTML     73K  
135: R117        Income Taxes - Income Tax (Benefit) Provision       HTML     75K  
                Expense (Detail)                                                 
136: R118        Income Taxes - Schedule of Pre-Tax Income (Loss)    HTML     81K  
                and Effective Income Tax Rates (Detail)                          
137: R119        Income Taxes - Reconciliation of Difference         HTML     76K  
                Between Provision for Income Taxes and Expected                  
                Tax Provision at Weighted Average Tax Rate                       
                (Detail)                                                         
138: R120        Income Taxes - Schedule of Net Deferred Tax         HTML    105K  
                Liability Comprises Tax Effect Related to Assets                 
                and Liabilities (Detail)                                         
139: R121        Income Taxes - Schedule of Net Operating Loss       HTML     55K  
                Carryforwards Amounts by Jurisdiction and Year of                
                Expiration (Detail)                                              
140: R122        Income Taxes - Schedule of Unrecognized Tax         HTML     57K  
                Benefits (Details)                                               
141: R123        Pension Benefits and Savings Plans (Detail)         HTML     60K  
142: R124        Commitments and Contingencies - Additional          HTML     50K  
                Information (Detail)                                             
143: R125        Segment Information - Additional Information        HTML     60K  
                (Detail)                                                         
144: R126        Segment Information - Revenue and Income (Loss)     HTML     94K  
                Before Income Taxes for Each Segment (Detail)                    
145: R127        Segment Information - Schedule of Earned Premiums   HTML     59K  
                by Geographic Location (Detail)                                  
146: R128        Segment Information - Identifiable Assets (Detail)  HTML     72K  
147: R129        Segment Information - Schedule of Goodwill and      HTML     63K  
                Intangible Assets Net of Accumulated Amortization                
                (Detail)                                                         
148: R130        Statutory Accounting Principles - Statutory         HTML     53K  
                Capital and Surplus for Principal Operating                      
                Subsidiaries (Detail)                                            
149: R131        Statutory Accounting Principles - Statutory Net     HTML     53K  
                Income (Loss) for Principal Operating Subsidiaries               
                (Detail)                                                         
150: R132        Statutory Accounting Principles - Additional        HTML     66K  
                Information (Detail)                                             
151: R133        Insurance Assessments (Detail)                      HTML     47K  
152: R134        Subsequent Event - Additional Information (Detail)  HTML     58K  
153: R135        Schedule II Condensed Financial Information of      HTML    107K  
                Registrant - Schedule of Balance Sheets (Detail)                 
154: R136        Schedule II Condensed Financial Information of      HTML     98K  
                Registrant - Schedule of Statements of Income                    
                (Detail)                                                         
155: R137        Schedule II Condensed Financial Information of      HTML    128K  
                Registrant - Schedule of Statements of Cash Flows                
                (Detail)                                                         
156: R138        Schedule III Supplemental Insurance Information     HTML     94K  
                (Detail)                                                         
157: R139        Schedule V Valuation and Qualifying Accounts        HTML     58K  
                (Detail)                                                         
158: R140        Schedule VI Supplemental Information for            HTML     73K  
                Property-Casualty Insurance Companies (Detail)                   
159: R9999       Uncategorized Items - argo-20221231.htm             HTML     65K  
162: XML         IDEA XML File -- Filing Summary                      XML    313K  
160: XML         XBRL Instance -- argo-20221231_htm                   XML   9.83M  
161: EXCEL       IDEA Workbook of Financial Reports                  XLSX    375K  
15: EX-101.CAL  XBRL Calculations -- argo-20221231_cal               XML    452K 
16: EX-101.DEF  XBRL Definitions -- argo-20221231_def                XML   1.79M 
17: EX-101.LAB  XBRL Labels -- argo-20221231_lab                     XML   3.48M 
18: EX-101.PRE  XBRL Presentations -- argo-20221231_pre              XML   2.42M 
14: EX-101.SCH  XBRL Schema -- argo-20221231                         XSD    404K 
163: JSON        XBRL Instance as JSON Data -- MetaLinks              890±  1.46M  
164: ZIP         XBRL Zipped Folder -- 0001628280-23-006451-xbrl      Zip   1.40M  


‘EX-10.34’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 
  ex103412312022  
1 From: Ohio Farmers Insurance Company 1 Park Circle, Westfield Center Ohio 44251 United States of America To: Argo International Holdings Limited 6 Devonshire Square London, EC2M 4YE United Kingdom 2 February 2023 Dear Sirs or Madams, Letter Deed of Amendment 1. We refer to the share purchase agreement for the sale and purchase of the entire issued share capital of Argo Underwriting Agency Limited between Argo International Holdings Limited (the “Seller”) and Ohio Farmers Insurance Company (the “Purchaser”), dated 8 September 2022 (the “Agreement”). 2. This Letter (the “Letter”) shall be a Share Purchase Document for the purposes of the Agreement. Unless the context requires otherwise, terms used in this Letter but not otherwise defined herein shall have the meanings given to them in the Agreement. Unless the context requires otherwise, references in this Letter to “Clauses” are to Clauses of the Agreement. 3. The Agreement shall be hereby amended in the manner set out in paragraphs 3.1 to 3.11 below, namely: 3.1 Clause 1.1 is hereby amended so that the following definitions are included in the appropriate place, so as to ensure that all definitions remain in alphabetical order following such amendment: (a) “COVID Recoveries” has the meaning given in paragraph 1.1 of Part A of Schedule 19 (COVID Recoveries); (b) “Escrow Account” has the meaning given in paragraph 1.1 of Part A of Schedule 19 (COVID Recoveries); (c) “Escrow Agent” has the meaning given in paragraph 1.1 of Part A of Schedule 19 (COVID Recoveries); (d) “Escrow Agreement” has the meaning given in paragraph 1.1 of Part A of Schedule 19 (COVID Recoveries); (e) “Escrow Amount” has the meaning given in paragraph 1.1 of Part A of Schedule 19 (COVID Recoveries); Exhibit 10.34


 
2 (f) “Outstanding COVID 19 Recoveries Amount” has the meaning given in paragraph 1.1 of Part A of Schedule 19 (COVID Recoveries); and (g) “Reinsurance Protocol” means Schedule 14 (Reinsurance Protocols). 3.2 The definition of “Claim” in Clause 1.1 is hereby amended as follows: ““Claim” means any proceedings, claim, suit or action made by a Party arising out of the Share Purchase Documents (excluding the TPV/ PRI Reinsurance Agreement, the TPV/ PRI Claims Management Agreement, the D&F/ Casualty Reinsurance Agreement, the D&F/ Casualty Claims Management Agreement, Fronting Agreement, the Transitional Services Agreement, the Reinsurance Protocol and any other documents in the Agreed Form) or the transactions contemplated hereby;” 3.3 Clause 5.1 is hereby amended by: (a) deleting the full stop at the end of Clause 5.1(b) and replacing it with a semi- colon; and (b) inserting the words “as adjusted in accordance with paragraph 2.5 of Part A of Schedule 19 (COVID Recoveries)” at the end of Clause 5.1, immediately below Clause 5.1(b). 3.4 Clause 5.2 is deleted in its entirety and replaced with the following: “5.2 At Completion, the Purchaser shall pay: (a) to the Seller in cash an amount which is equal to the sum of: (i) the Base Consideration; (ii) plus the amount (if any) by which the Estimated Completion Net Assets exceed the Base Net Assets; (iii) minus the amount (if any) by which the Estimated Completion Net Assets fall short of the Base Net Assets; (iv) minus the Escrow Amount, (the “Completion Payment”); and (b) to the Escrow Agent (by way of payment to the Escrow Account) an amount in cash equal to the Escrow Amount, which amount shall be held by the Escrow Agent in accordance with the Escrow Agreement and subject to Schedule 19 (COVID Recoveries).” 3.5 a new Clause 8.4 is included, as follows: “8.4 The provisions of Schedule 19 shall apply in respect of the COVID Recoveries.” 3.6 Clause 12.17 (b) is amended as follows:


 
3 negotiate and agree with all third party capital providers (including excess of loss, quota share reinsurers and banks) that have provided FAL on behalf of the Argo Active Corporate Members (other than for 2020 and prior YOAs), including pursuant to any replacement excess of loss reinsurance contracts as described in Clause 12.6 above, such revised FAL providers’ deed(s), and Lloyd’s comfort letters and such other documents as may reasonably be required to release the Retained Group from ongoing responsibility to such third party capital providers with effect from Completion, or in any event, as soon as practicable thereafter (including by arranging for the termination of the FAL providers deed (2022 and prior underwriting years) dated 13 January 2022 between Argo (No. 604) Limited, Argo Group International Holdings Ltd., Argo Managing Agency Limited, Arch Reinsurance Ltd., Everest Reinsurance (Bermuda) Ltd. And XL Bermuda Ltd with effect from Completion, or in any event, as soon as practicable thereafter); 3.7 paragraph 1.8(a) of Part A of Schedule 3 is amended as follows: (a) duly executed counterparts of the Share Purchase Documents (excluding the Confidentiality Agreement) not referred to in 1.2 or 1.3 above and , the Transitional Services Agreement and the Escrow Agreement; 3.8 paragraph 1(b) of Part B of Schedule 3 is amended as follows: (b) procure the delivery to the Seller of duly executed counterparts of the Escrow Agreement and the Share Purchase Documents (excluding the Confidentiality Agreement) to which the Purchaser or any member of the Purchaser’s Group is a party to; 3.9 paragraph 3.1(a)(iv) of Schedule 11 is amended as follows: “the Completion Balance Sheet shall be prepared on the basis set out in paragraphs 3.2 to 3.4 below.” 3.10 a new paragraph 3.4 of Schedule 11 shall be inserted, as follows: 3.4 The Completion Balance Sheet will include the Outstanding COVID 19 Recoveries Amount which amount shall, for the avoidance of doubt, be recognised (without double counting) as an “Asset”. 3.11 a new Schedule 19 is inserted, in the form set out in the Appendix to this Letter. 4. Except as expressly amended or waived in this Letter, the Agreement shall remain in full force and effect and the Parties shall continue to be bound by their obligations contained therein. 5. Except as expressly provided for in this Letter, a person who is not a party to this Letter shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Letter. 6. This Letter constitutes the entire agreement between the Parties in respect of its subject matter. Each Party acknowledges that in entering into this Letter it does not rely on any statement, representation, assurance or warranty that is not set out in this Letter. Each


 
4 Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Letter. Nothing in this paragraph shall limit or exclude any liability for fraud. 7. Clauses 22 to 24, 26 to 31 and 33 to 37 of the Agreement shall apply to this Letter as if they were set out in full in this Letter, and any references therein to “this Agreement” are read to mean “this Letter”. 8. Please confirm your acknowledgement to and acceptance of the terms and conditions of this Letter by countersigning and dating the duplicate of this Letter, and returning to the Purchaser. [Signature pages to follow]


 
5 IN WITNESS whereof this Letter has been executed and delivered as a Deed on the date first above written. Executed as a deed by OHIO FARMERS INSURANCE COMPANY, a corporation incorporated under the laws of the State of Ohio, acting by person(s) who, in accordance with the laws of that territory, are acting under the authority of the company __________________________ Name: Position: In the presence of: Witness signature: _____________________ Name of witness: _____________________ Address: _____________________ _____________________ _____________________ Occupation: _____________________ ) ) ) ) ) )


 
6 IN WITNESS whereof this Letter has been executed and delivered as a Deed on the date first above written. Executed as a deed by ARGO INTERNATIONAL HOLDINGS LIMITED __________________________ Name: Position: In the presence of: Witness signature: _____________________ Name of witness: _____________________ Address: _____________________ _____________________ _____________________ Occupation: _____________________ ) ) )


 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/19/24  Argo Group Int’l Holdings, Inc.   10-K       12/31/23  164:45M                                    Workiva Inc Wde… FA01/FA
 3/20/23  Argo Group Int’l Holdings, Ltd.   DEFM14A                1:5.2M                                   Toppan Merrill/FA
 3/06/23  Argo Group Int’l Holdings, Ltd.   PREM14A     3/06/23    2:4.1M                                   Toppan Merrill/FA


32 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/08/23  Argo Group Int’l Holdings, Ltd.   8-K:1,8,9   2/08/23   14:1.1M                                   Toppan Merrill/FA
12/22/22  Argo Group Int’l Holdings, Ltd.   8-K:1,2,9  12/20/22   12:1.4M                                   Toppan Merrill/FA
11/09/22  Argo Group Int’l Holdings, Ltd.   10-Q        9/30/22   97:63M                                    Workiva Inc Wde… FA01/FA
 7/21/22  Argo Group Int’l Holdings, Ltd.   8-K:1,9     7/15/22   12:306K                                   Toppan Merrill/FA
 6/23/22  Argo Group Int’l Holdings, Ltd.   8-K:5,8,9   6/23/22   15:445K                                   Toppan Merrill/FA
 6/06/22  Argo Group Int’l Holdings, Ltd.   8-K:4,9     6/01/22   12:307K                                   Toppan Merrill/FA
 5/06/22  Argo Group Int’l Holdings, Ltd.   10-Q        3/31/22   93:14M                                    Workiva Inc Wde… FA01/FA
 3/16/22  Argo Group Int’l Holdings, Ltd.   10-K       12/31/21  153:35M                                    Workiva Inc Wde… FA01/FA
 3/04/22  Argo Group Int’l Holdings, Ltd.   8-K:1,9     3/02/22   12:1M                                     Donnelley … Solutions/FA
11/09/21  Argo Group Int’l Holdings, Ltd.   10-Q        9/30/21   92:17M                                    Workiva Inc Wde… FA01/FA
 8/12/21  Argo Group Int’l Holdings, Ltd.   8-K:5,7,9   8/06/21   13:323K                                   Donnelley … Solutions/FA
 8/06/21  Argo Group Int’l Holdings, Ltd.   10-Q        6/30/21   90:17M                                    Workiva Inc Wde… FA01/FA
 3/25/21  Argo Group Int’l Holdings, Ltd.   8-K:5,9     3/23/21   13:321K                                   Donnelley … Solutions/FA
 3/15/21  Argo Group Int’l Holdings, Ltd.   10-K       12/31/20  162:57M                                    Workiva Inc Wde… FA01/FA
 2/08/21  Argo Group Int’l Holdings, Ltd.   8-K:5,7,9   2/08/21   13:379K                                   Donnelley … Solutions/FA
 8/06/20  Argo Group Int’l Holdings, Ltd.   10-Q        6/30/20  101:20M                                    Workiva Inc Wde… FA01/FA
 7/09/20  Argo Group Int’l Holdings, Ltd.   8-K:3,5,8,9 7/07/20   18:890K                                   Donnelley … Solutions/FA
 4/20/20  Argo Group Int’l Holdings, Ltd.   8-K:5,9     4/16/20   12:527K                                   Donnelley … Solutions/FA
 3/13/20  Argo Group Int’l Holdings, Ltd.   8-K:5,9     3/11/20   12:382K                                   Donnelley … Solutions/FA
 2/28/20  Argo Group Int’l Holdings, Ltd.   10-K       12/31/19  159:42M                                    Workiva Inc Wde… FA01/FA
 1/02/20  Argo Group Int’l Holdings, Ltd.   8-K:1,5,8,912/31/19   13:334K                                   Donnelley … Solutions/FA
 6/25/19  Argo Group Int’l Holdings, Ltd.   S-8         6/25/19    4:245K                                   Donnelley … Solutions/FA
 4/29/19  Argo Group Int’l Holdings, Ltd.   8-K:5,9     4/26/19    3:197K                                   Donnelley … Solutions/FA
11/06/18  Argo Group Int’l Holdings, Ltd.   10-Q        9/30/18   97:18M                                    Workiva Inc Wde… FA01/FA
 5/05/16  Argo Group Int’l Holdings, Ltd.   10-Q        3/31/16  106:25M                                    ActiveDisclosure/FA
 2/27/15  Argo Group Int’l Holdings, Ltd.   10-K       12/31/14  170:63M                                    ActiveDisclosure/FA
 5/08/14  Argo Group Int’l Holdings, Ltd.   10-Q        3/31/14  104:11M                                    Donnelley … Solutions/FA
 3/07/14  Argo Group Int’l Holdings, Ltd.   DEF 14A     5/06/14    1:1.6M                                   Donnelley … Solutions/FA
 9/21/12  Argo Group Int’l Holdings, Ltd.   8-A12B                 2:115K                                   Donnelley … Solutions/FA
 9/18/12  Argo Group Int’l Holdings, Ltd.   S-3ASR      9/18/12   13:2.5M                                   Donnelley … Solutions/FA
 8/08/07  Argo Group Int’l Holdings, Ltd.   8-K:2,3,4,5 8/06/07    6:865K                                   Donnelley … Solutions/FA
11/12/02  Argo Group Int’l Holdings, Ltd.   10-Q        9/30/02    7:201K                                   Bowne & C… Smartedgar/FA
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Filing Submission 0001628280-23-006451   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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