Exhibit 10.1

EXECUTION VERSION

FISCAL AGENCY AGREEMENT

DATED August 24, 2022

Benchmark Insurance Company, as Issuer

Up to $50,000,000

6.75% Surplus Notes due 2042

CONTENTS

i

THIS AGREEMENT (together with the Schedules hereto and as amended or supplemented from time to time (this Agreement) is dated August 24, 2022 and made

BETWEEN:

WHEREAS:

NOW IT IS HEREBY AGREED as follows:

Applicable Procedures means the applicable procedures of DTC, to the extent applicable.

Conditions means the Terms and Conditions of the Notes (as set out on the reverse of (i) Schedule 1, the form of Global Registered Note, and (ii) Schedule 2, the form of Definitive Registered Note) and as modified from time to time in accordance with their terms), and any reference to a numbered “Condition” is to the correspondingly numbered provision thereof;

Depositary means DTC or any successor depositary for the Notes.

Designated Participant means (i) Cohen & Company and/or its subsidiaries or affiliates and (ii) any other Person from time to time designated by the Company, upon written notice to the Fiscal Agent.

DTC means The Depository Trust Company.

Fiscal Agent, Paying Agents, Registrar, Transfer Agents and Agents mean and include each fiscal agent, paying agent, registrar, transfer agent and agent from time to time appointed to exercise the powers and undertake the duties conferred and imposed upon it by this Agreement and notified to the Noteholders under clause 23;

outstanding means in relation to each series of Notes, all the Notes of such series issued other than:

specified office means the offices specified in clause 26 or any other specified offices as may from time to time be duly notified pursuant to clause 26;

2

3

in each case acting at its specified office.

4

5

6

“Business Day” means a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of the Note, and in The City of New York is not a day on which banking institutions are authorized or required by law, executive order or regulation to close; and

“Holder(s)” means the person(s) in whose name the Note is registered in the register maintained by the Registrar.

Beneficial interests in the Global Notes shall be shown on, and transfers thereof shall be effected only through records maintained by DTC and its direct and indirect participants.

If the Issuer is, in respect of any payment in respect of the Notes of any series, compelled to withhold or deduct any amount for or on account of any present or future tax, assessment or governmental charge of the United States or a political subdivision or

7

taxing authority thereof or therein, imposed by withholding with respect to the payment as contemplated by the terms of such Notes, the Issuer shall give written notice to the Fiscal Agent and the Paying Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent and the Paying Agent such information as the Fiscal Agent and the Paying Agent shall require to enable the Fiscal Agent or the Paying Agent, as applicable, to comply with the requirement.

8

9

Subject as provided below, the Issuer may from time to time agree with the Transfer Agents reasonable regulations to govern the transfer and registration of Notes. The initial regulations, which shall apply until amended under this clause, are set out in Schedule 4. The Transfer Agents agree to comply with the regulations as amended from time to time.

10

Where this Agreement or the Conditions provide for the giving of notice to Holders, such notice shall be deemed to have been given upon the mailing of first class mail, postage prepaid, or electronic transmission of such notice to Holders of the Notes at their registered addresses as recorded in the Register. Notwithstanding the previous sentence, where this Agreement or the Conditions provide for the giving of notice to the Holder of a Global Note, on behalf of and at the written request and expense of the Issuer, the Fiscal Agent shall cause to be delivered to the Depositary for publication all such notices required to be given by the Issuer under this Agreement or the Conditions.

11

The Agents shall hold copies of this Agreement and any other documents expressed to be held by them in relation to the Notes available for inspection. For this purpose, the Issuer shall furnish the Agents with sufficient copies of each of such documents.

12

13

14

Definitions:

“FATCA Withholding Tax” shall mean any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).

“Code” shall mean the US Internal Revenue Code of 1986, as amended.

15

A copy of all communications relating to the subject matter of this Agreement between the Issuer and any of the Agents other than the Fiscal Agent shall be sent to the Fiscal Agent.

16

17

The provisions of Schedule 3 shall apply to meetings of the Noteholders of the Notes, and shall have effect in the same manner as if set out in this Agreement provided that, so long as any of the Notes of any series are represented by a Global Note, the expression Noteholders shall include the persons for the time being shown in the records of the Depositary, as the Holders of a particular principal amount of the applicable series of Notes (in which regard a certificate or other document issued by the Depositary as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding) for all purposes other than with respect to the payment of principal and interest on such Notes, the right to which shall be vested as against the Issuer solely in the registered holder of the Global Note in accordance with and subject to its terms, and the expressions Holder and Holders shall be construed accordingly and the expression Notes shall mean units of $100,000 principal amount of such Notes.

Any notice required to be given under this Agreement to any of the parties shall be in English and shall be delivered in person, sent by pre-paid mail (first class if domestic, first class airmail if international), by email or by facsimile addressed to:

The Paying Agent, Fiscal Agent, Registrar and Transfer Agent:

The Bank of New York Mellon.

2 N. LaSalle Street, Suite 700

Chicago, IL 60602

Atten: Corporate Trust Administration

or such other address of which notice in writing has been given to the other parties to this Agreement under the provisions of this clause.

All notices under this Agreement shall be effective (if by facsimile or email) when good receipt is confirmed by the recipient following enquiry by the sender and (if in writing) when delivered, except that a communication received outside normal business hours shall be deemed to be received on the next Business Day in the city in which the recipient is located.

The Agents shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Agents an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give any Agent Instructions using Electronic Means and such Agent in its discretion elects to act upon such Instructions, such Agent’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Agents cannot determine the identity of the actual sender of such Instructions and that the Agents shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Agents have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Agents and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. The Agents shall not be liable for any losses, costs or expenses arising directly or indirectly from the Agents’ reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Agents, including without limitation the risk of the Agents acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Agents and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be

19

followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Agents immediately upon learning of any compromise or unauthorized use of the security procedures.

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Agents, or another method or system specified by the Agents as available for use in connection with its services hereunder.

All payments by the Issuer under this Agreement shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or government charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Agreement by the Agents.

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any party may enter into this Agreement by executing a counterpart. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method.

The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement.

20

21

The Issuer covenants and represents that neither it nor any of its controlled affiliates, subsidiaries, directors or officers are a Restricted Person or the subject of any Sanctions and Export Control Laws. The Issuer covenants and represents that it will not directly or indirectly use any funds received pursuant to this Agreement (x) to fund or facilitate any activities of or business with any Restricted Person or any other Person that is the target of Sanctions and Export Control Laws, (y) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions and Export Control Laws, or (z) in any other manner that will result in a violation of Sanctions and Export Control Laws by any Person.

22

SIGNED by each of the parties (or their duly authorized representatives) on the date which appears first on page 1.

23

SCHEDULE 1

FORM OF THE GLOBAL REGISTERED NOTE

THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (3) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT TO THE DELIVERY OF REASONABLY SATISFACTORY EVIDENCE TO THE ISSUER ESTABLISHING SUCH EXEMPTION, WHICH MAY INCLUDE AN OPINION OF COUNSEL, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT, IF THE HOLDER PROPOSES TO SELL OR TRANSFER THIS NOTE TO ANY OTHER PERSON, INCLUDING ANY EMPLOYEE BENEFIT PLAN (WITHIN THE MEANING OF AND SUBJECT TO TITLE 1 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED) OR PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, THE HOLDER WILL REQUIRE THE TRANSFEREE TO COMPLY WITH THE RESTRICTIONS SET FORTH IN CONDITION 8 (ERISA) HEREOF.

ALL PAYMENTS OF PRINCIPAL AND INTEREST ON THIS NOTE MAY ONLY BE MADE WITH THE PRIOR WRITTEN APPROVAL OF THE COMMISSIONER OF THE KANSAS INSURANCE DEPARTMENT OR ANY SUCCESSOR THERETO (THE “DEPARTMENT”), IN ACCORDANCE WITH KAN. STAT. ANN. § 40-225 AND KAN. ADMIN. REGS. § 40-1-42 (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS MAY BE HEREAFTER AMENDED FROM TIME TO TIME, “APPLICABLE INSURANCE REGULATIONS”). IN ADDITION, THE NOTEHOLDERS MAY NOT BE ENTITLED TO OFFSET OR TO SUBJECT TO RECOUPMENT ANY AMOUNTS OWED BY THE ISSUER IN INTEREST OR PRINCIPAL UNDER THIS NOTE WITH ANY DEBT, LIABILITY OR OTHER OBLIGATION THAT MAY BE OWED BY THE HOLDER OF THIS NOTE TO THE ISSUER.

THE ISSUER AND THE HOLDER OF THIS NOTE, BY ACCEPTING AN INTEREST IN THIS NOTE, EACH AGREE TO TREAT THIS NOTE AS INDEBTEDNESS OF THE ISSUER FOR U.S. FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES.

24

BENCHMARK INSURANCE COMPANY

USD 50,000,000 6.75% Surplus Notes

CUSIP: 08162J AA3

GLOBAL NOTE

This Global Note is issued in respect of the USD 50,000,000 6.75% surplus notes (the “Notes”) of Benchmark Insurance Company, a domestic stock insurance company organized under the laws of Kansas (and any successor in interest thereto, the “Issuer”). The Notes are the subject of a fiscal agency agreement dated [***], 2022 (as amended or supplemented from time to time, the “Agency Agreement”) and made between the Issuer, The Bank of New York Mellon, as paying agent (the “Paying Agent”, which expression includes any successor principal paying agent appointed from time to time in connection with the Notes), the other paying agents named therein (together with the Paying Agent, the “Paying Agents”, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes) and The Bank of New York Mellon, as fiscal agent (the “Fiscal Agent”), registrar (the “Registrar”) and transfer agent (the “Transfer Agent”).

Any reference herein to the “Conditions” is to the terms and conditions of the Notes set out the Form of Global Note in schedule 1 and the Form of Definitive Registered Note in schedule 2 of the Agency Agreement and any reference to a numbered “Condition” is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Global Note.

Pay to Registered Holder

Cede & Co., as nominee for The Depository Trust Company (the “Registered Holder”) is, at the date hereof, registered as the holder of the Notes represented by this Global Note.

The aggregate outstanding principal amount of the Notes represented by this Global Note shall initially be

USD 50,000,000 (Fifty Million United States Dollars)

25

The Issuer, for value received, promises to pay to the Registered Holder, in respect of each Note represented by this Global Note, its principal amount on such date or dates as the same may become payable in accordance with the Conditions, and to pay interest on each such Note, subject to the Payment Restrictions, including the written approval of the Commissioner of the Department pursuant to Kan. Stat. Ann. § 40-225 and Kan. Admin. Regs. § 40-1-42 (the “Applicable Insurance Regulations”), on the dates and in the manner specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.

Any reference herein to the term “Maturity Date” or other date for the payment of principal of this Note shall include (i) the date, if any, fixed for redemption thereof in accordance with Condition 4(b) hereof and (ii) the date upon which any state or federal agency with jurisdiction over the matter obtains an order or grants approval for the rehabilitation, liquidation, conservation or dissolution of the Issuer. As specified on the reverse hereof, all payments of principal or interest on this Note may be made only with the prior written approval of the Commissioner of the Department.

Principal Amount

The aggregate outstanding principal amount from time to time of Notes represented by this Global Note shall be the principal amount shown by the latest entry duly made in the register for the Notes represented by this Global Note (the “Register”) maintained by the Registrar. At maturity, and prior to the payment of any amount due, the Registered Holder hereof shall surrender this Global Note at the specified office of the Registrar at The Bank of New York Mellon, 2 N. LaSalle Street, Suite 700 Chicago, IL 60602 or such other office as may be specified by the Issuer. On any redemption or purchase and cancellation of any of the Notes represented by this Global Note, details of such redemption or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in the Schedule (Outstanding Principal Amount) hereto and the relevant space in the Schedule hereto recording any such redemption or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Registrar. Upon any such redemption or purchase and cancellation the principal amount outstanding of this Global Note and the Notes held by the Registered Holder hereof shall be reduced by the principal amount of such Notes so redeemed or purchased and cancelled. The principal amount outstanding of this Global Note and of the Notes held by the Registered Holder hereof following any such redemption or purchase and cancellation as aforesaid or any exchange as referred to below shall be the outstanding principal amount most recently entered in the fourth column in the Schedule hereto.

Notes represented by this Global Note are exchangeable and transferable only in accordance with, and subject to, the provisions hereof and the rules and operating procedures of The Depository Trust Company (“DTC”). This Global Note is not a document of title. Entitlements are determined by entry in the Register and only the Registered Holder from time to time is entitled to payment in respect of this Global Note.

26

This Global Note will be exchangeable, in whole but not in part for Notes in definitive form (“Definitive Registered Notes”) in substantially the form set out in schedule 2 (Form of Definitive Registered Note) to the Agency Agreement if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, or (ii) the Company executes and delivers to the Trustee a Company Order stating that such Global Note shall be so exchangeable (each, an “Exchange Event”).

Whenever this Global Note is to be exchanged for Definitive Registered Notes, the Issuer shall procure the prompt delivery of such Definitive Registered Notes, duly authenticated, in an aggregate principal amount equal to the principal amount of Notes represented by this Global Note to the Registered Holder of this Global Note against the surrender of this Global Note to or to the order of the Principal Paying Agent within 30 days of the occurrence of the relevant Exchange Event.

On each occasion on which:

the Issuer shall procure that (i) the amount of such payment and the aggregate principal amount of such Notes and (ii) the remaining principal amount of Notes represented by this Global Note (which shall be the previous principal amount hereof less the aggregate of the amounts referred to in (i) above) are entered in the Schedule hereto, whereupon the principal amount of Notes represented by this Global Note shall for all purposes be as most recently so entered.

Discharge of Issuer’s obligations

All payments of any amounts payable and paid to the Registered Holder shall be valid and, to the extent of the sums so paid, effectual to satisfy and discharge the liability for the moneys payable hereon and on the relevant Notes. Subject as provided in the following paragraph, until the exchange of the whole of this Global Note as aforesaid, the Registered Holder hereof shall in all respects be entitled to the same benefits as if he were the registered holder of Definitive Registered Notes in the form set out in Schedule 2 (Form of Definitive Registered Note) to the Agency Agreement.

27

Registered Holder deemed holder for payments from Issuer

Each person who is for the time being shown in the records DTC as entitled to a particular principal amount of the Notes represented by this Global Note (in which regard any certificate or other document issued by DTC as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be deemed to be the Holder of such principal amount of such Notes for all purposes other than with respect to payments of principal and interest on the Notes for which purpose the Registered Holder of this Global Note shall be deemed to be the Holder of such principal amount of the Notes in accordance with and subject to the terms of this Global Note and the Agency Agreement.

Until this Global Note has been exchanged as provided herein or cancelled in accordance with the Agency Agreement, the Registered Holder of this Global Note shall be subject to the Conditions and, subject as otherwise provided herein, shall be entitled to the same rights and benefits under the Conditions as if it were the Holder of Definitive Registered Notes and in an aggregate principal amount equal to the principal amount of Notes represented by this Global Note.

Notwithstanding Condition 16 (Notices), while all the Notes are represented by this Global Note and this Global Note is registered in the name of a nominee for DTC, notices to Noteholders may be given by delivery of the relevant notice to DTC and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with the Condition 16 (Notices) on the date of delivery to DTC.

This Global Note shall not be valid for any purpose until it has been authenticated for and on behalf of The Bank of New York Mellon as Fiscal Agent.

This Global Note and any dispute arising hereunder, including with respect to the formation or validity hereof, shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except that Conditions 1(c), 2 and 9(c) of the Notes which are governed by, and shall be construed in accordance with, the laws of the State of Kansas. The Department’s exercise of regulatory authority, including approval of the issuance of the Notes, shall be governed by and construed in accordance with the Laws of the State of Kansas (or, if the Department is no longer the primary regulator of the financial condition of the Issuer, the Law of such jurisdiction of the primary regulator of the financial condition of the Issuer).

28

AS WITNESS the facsimile signature of a duly authorized person for and on behalf of the Issuer.

29

TERMS AND CONDITIONS OF THE NOTES

The following are the terms and conditions substantially in the form in which they will be endorsed on the Notes:

The issue of the USD 50,000,000 in aggregate amount of 6.75% surplus notes (the “Notes”, of Benchmark Insurance Company (the “Issuer”) was authorized by the Board of Directors of the Issuer in resolutions adopted on August 19, 2022. The Notes are the subject of a fiscal agency agreement dated August 24, 2022 (as it may be amended or supplemented from time to time, the “Agency Agreement”) entered into in relation to the Notes between the Issuer, The Bank of New York Mellon, as paying agent (the “Paying Agent”), as fiscal agent (the “Fiscal Agent”), as registrar (the “Registrar”, which expression shall include any successor registrar appointed from time to time in connection with the Notes), and as transfer agent (the “Transfer Agent”, which expression shall include any successor transfer agent appointed from time to time in connection with the Notes). The Paying Agent, the Registrar, the Fiscal Agent and the Transfer Agent are together referred to herein as the “Agents”. These terms and conditions (as amended from time to time) include summaries of and are subject to the detailed provisions of the Agency Agreement (which includes the form of Notes). Copies of the Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agent (specified below in accordance with Condition 5(e)). The Noteholders (as defined below) are entitled to the benefit of and are deemed to have notice of all the provisions of the Agency Agreement.

References below to “Conditions” are, unless the context requires otherwise, to the numbered paragraphs below.

The Notes are a direct and unsecured obligation of the Issuer and, subject to the payment restrictions contained in Conditions 1(c) (Form, Denomination, Title and Transfer – Restrictions on Payment (the “Payment Restrictions”), is scheduled to mature on August 24, 2042.

Any reference herein to the term “Maturity Date” or other date for the payment of principal of this Note shall include (i) the date, if any, fixed for redemption thereof in accordance with Condition 4(b) (Redemption and Purchase – Early Redemption Rights) hereof and (ii) the date upon which any state or federal agency with jurisdiction over the matter obtains an order or grants approval for the rehabilitation, liquidation, conservation or dissolution of the Issuer.

The Notes are serially numbered and in registered form without coupons in the denominations of USD 100,000 and integral multiples of USD 1,000 in excess thereof (each an “Authorized Denomination”). The Notes constitute a debt obligation of the

type referred to as a “surplus note” under applicable Kansas law and Statutory Accounting Principles and has been issued in accordance with Kan. Stat. Ann. § 40-225 and Kan. Admin. Regs. § 40-1-42 (the “Applicable Insurance Regulations”).

Notwithstanding anything to the contrary set forth herein, any payment of principal of, interest on or any monies owing with respect to the Notes, whether at the Interest Payment Date or Maturity Date specified herein or otherwise, may be made only with the prior approval of the Commissioner of the Department whenever, in its judgment, the financial condition of the Issuer shall warrant. In addition, the Noteholders may not be entitled to offset or subject to recoupment any amounts owed by the Issuer in interest or principal under such Note with any debt, liability or other obligations that may be owed by such Noteholders to the Issuer. If the Commissioner of the Department does not approve the making of any payment of principal of or interest on the Notes on the Interest Payment Date or Maturity Date thereof, as specified herein, the Interest Payment Date or Maturity Date, as the case may be, shall be extended and such payment shall be made by the Issuer within three (3) Business Days on which the Issuer shall have the written approval of the Commissioner of the Department to make such payment. Interest will continue to accrue on any such unpaid principal to the actual date of payment at the rate of interest stated on the face hereof. Interest will not accrue on interest with respect to which the Interest Payment Date has been extended, during the period of such extension. If the Commissioner of the Department approves a payment of principal of or interest on the Notes in an amount that is less than the full amount of principal of and interest on the Notes then scheduled to be paid in respect of the Notes, payment of such partial amount shall be made pro rata among holders of the Notes and any other surplus notes that rank pari passu with the Notes. In connection with any such proration of principal, the Issuer shall be entitled to adjust upward or downward, by an amount not exceeding the minimum authorized denomination of the Notes, the amount payable to holders of the Notes such that the unpaid portion of each Note is an authorized denomination.

The Issuer shall not repay any debt or obligations owed under these Notes, in whole or in part, out of proceeds derived from business or transactions with any Restricted Party or from activities that violate any anti-corruption laws, anti-money laundering laws, or Sanctions and Export Control Laws.

For the purposes of the paragraph above:

“Commissioner” means the Commissioner of the Department, or such governmental officer, body or authority as may after the date hereof succeed to such Commissioner as the primary regulator of the Issuer’s financial condition under applicable law.

“Restricted Party” means any person (a) included on one or more of the Restricted Party Lists; (b) located, organized, or ordinarily resident in a jurisdiction that is the subject of country- or territory-wide sanctions administered by OFAC (for example, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine); or (c) owned or controlled by, or acting on behalf of, any of the foregoing.

2

“Restricted Party Lists” means lists of sanctioned entities maintained by the United Nations, the United Kingdom, the United States, or the European Union, and any other relevant jurisdiction including but not limited to the following lists: the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, and the Sectoral Sanctions Identifications List, and any other lists administered by OFAC, as amended from time to time; the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the Communist Chinese Military Company list; the consolidated list of Persons, Groups and Entities Subject to EU Financial Sanctions, as implemented by the EU Common Foreign & Security Policy; and similar lists of restricted parties maintained by other relevant governmental authorities.

“Restricted Person” means:

and

“Sanctions and Export Control Laws” means economic, financial or trade sanctions or embargoes enacted or imposed by law or regulation or other restrictive measure and administered or enforced from time to time by (a) the US government, (b) the United Nations Security Council, (c) the European Union or any of its member states’ governments, or (d) the United Kingdom, acting through the respective governmental agencies of any of the foregoing (including through the Office of Foreign Assets Control of the U.S. Department of Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury (each a “Sanctions Authority”)).

The Registrar will maintain a register (the “Register”) in respect of the Notes in accordance with the provisions of the Agency Agreement. In these Conditions, the “Holder” of a Note means the person in whose name such Note is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof) and “Noteholder” shall be construed accordingly. A certificate (each, a “Certificate”) will be issued to each Noteholder in respect of its registered holding of Notes. Each Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the Register.

3

The Holder of any Note will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it (other than the endorsed form of transfer), or its theft or loss) and no person will be liable for so treating the Holder.

Subject to Condition 1(k) (Closed periods) and Condition 1(l) (Regulations concerning transfers and registration) below, a Note may be transferred upon surrender of the relevant Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Note may not be transferred unless the principal amount of Notes transferred and (where not all of the Notes held by a Holder are being transferred) the principal amount of the balance of Notes not transferred are Authorized Denominations. Where not all the Notes represented by the surrendered Certificate are the subject of the transfer, a new Certificate in respect of the balance of the Notes will be issued to the transferor. Whenever Notes in definitive form are in issue, the proposed transferee agrees and acknowledges that, as a condition to the acquisition of the Notes and being considered a Holder upon completion of such transfer, it shall provide to the Registrar or any Transfer Agent at its Specified Office a Form W-9 or a Form W-8, as applicable.

Within five business days of the surrender of a Certificate in accordance with Condition 1(h) (Transfers) above, the Registrar will register the transfer in question and deliver a new Certificate of a like principal amount to the Notes transferred to each relevant Holder at its Specified Office or (as the case may be) the Specified Office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant Holder. In this paragraph, “business day” means a day on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its Specified Office.

The transfer of a Note will be effected without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer.

4

Noteholders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Notes.

All transfers of Notes and entries on the Register are subject to the regulations concerning the transfer of Notes set out on the face of the Note. The regulations may be changed by the Issuer with the prior written approval of the relevant Noteholder and the Registrar.

The Issuer agrees, and each Noteholder by accepting this Note agrees, that the indebtedness evidenced by this Note is subordinated in right of payment, to the extent and in the manner provided in this Condition 2, to the prior payment in full of all Indebtedness, Policy Claims and Prior Claims (each as hereinafter defined).

Upon any distribution to creditors of the Issuer in any rehabilitation, liquidation, conservation or dissolution or similar proceeding relating to the Issuer or its property, the priority of the claim of the Noteholders shall be determined in accordance with the Kansas Insurers Supervision, Rehabilitation and Liquidation Act, Kan. Stat. Ann. §§ 40-3601 et seq. (together with any successor provision, and as may be hereafter amended from time to time, the “Insurers Insolvency Act”). In a proceeding commenced under the Insurers Insolvency Act, a claim for interest on, principal of, or any redemption payment with respect to, this Note constitutes a Class 8 claim under Kan. Stat. Ann. § 40-3641 as currently in effect. If the Commissioner of the Department approves a payment of principal of or interest on the Notes in an amount that is less than the full amount of principal of and interest on the Notes then scheduled to be paid in respect of the Notes, payment of such partial amount shall be made pro rata among Noteholders and any other surplus notes, that rank pari passu with the Notes including the existing floating Rate Surplus Note described in this Condition 2, as their interests may appear.

If a distribution is made to the Noteholders that, because of this Condition 2, should not have been made, the Noteholders shall hold the distribution in trust for holders of Policy Claims, Indebtedness and Prior Claims and pay it over to them pro rata as their interests may appear.

The Issuer shall promptly notify the Noteholders of any facts known to the Issuer that would cause a payment of principal of or interest on this Note to violate this Condition 2, and in the absence of such notice, the Noteholders shall be entitled to conclusively assume that any payment of principal of or interest on this Note does not violate this Condition 2. The Noteholders may conclusively rely on a notice from the Issuer as to the identity of the persons to whom a payment is to be made, in case such payment to the Noteholders would violate this Condition 2.

5

This Condition 2 defines the relative rights of the Noteholders, on the one hand, and holders of any other claims, on the other hand. Nothing in this Note shall (i) impair, as between the Issuer and the Noteholders, the obligation of the Issuer which is, subject to Condition 1(c) (Form, Denomination, Title and Transfer - Restrictions on Payment), absolute and unconditional to pay principal of and interest on this Note in accordance with its terms; (ii) affect the relative rights of the Noteholders and creditors of the Issuer, other than holders of Policy Claims, Indebtedness or Prior Claims; or (iii) prevent the Noteholders from exercising any available remedies upon a breach by the Issuer of its obligations hereunder, subject to the rights of holders of Policy Claims, Indebtedness or Prior Claims to receive distributions otherwise payable to the Noteholders.

No right of any holder of Policy Claims, Indebtedness or Prior Claims to enforce the subordination of the indebtedness evidenced by this Note shall be impaired by any act or failure to act by the Issuer or by its failure to comply with the terms of this Note.

As used in this Condition 2, “Indebtedness” of the Issuer shall mean (i) all existing or future indebtedness of the Issuer for borrowed money; (ii) all existing or future indebtedness for borrowed money of other Persons, the payment of which is guaranteed by the Issuer; (iii) all existing or future obligations of the Issuer under any agreement obligating the Issuer to cause another Person to maintain a minimum level of net worth, or otherwise to ensure the solvency of such Person; and (iv) all other claims or amounts owed, to the extent that the payment of principal of and interest on, or any redemption payment with respect to, this Note would be required by law to be subordinated to the prior payment of any such claim or amount in the event of a distribution of claims pursuant to the Insurers Insolvency Act. Any indebtedness of the Issuer, which, by its express terms, is subordinated in right of payment to, or ranks equally with, this Note shall not constitute Indebtedness. Under current law, the Issuer cannot issue any Indebtedness which by its terms is subordinate to this Note. Any future surplus or contribution notes or similar obligations of the Issuer shall not constitute Indebtedness and rank or will rank pari passu with this Note.

As used in this Condition 2, “Policy Claims” shall mean all claims under policies for losses incurred, including, without limitation, policyholder claims, third party claims, all claims against the insurer for liability for bodily injury or for injury to or destruction of tangible property which are not under policies, and all claims of a guaranty association or foreign guaranty association. Policy Claims also include all claims under life insurance and annuity policies, whether for death proceeds, annuity proceeds, or investment values. That portion of any loss, indemnification for which is provided by other benefits or advantages recovered by the claimant, are not included in the definition of Policy Claims, other than benefits or advantages recovered or recoverable in discharge of familial obligations of support or by way of succession at death or as proceeds of life insurance, or as gratuities.

6

As used herein, “Prior Claims” shall mean all other claims against the Issuer, which, in the event of a rehabilitation, liquidation, conservation, dissolution or similar proceeding relating to the Issuer, would have priority over claims with respect to this Note.

Subject to applicable law, no Noteholder may exercise or claim any right of set-off in respect of any amount owed to it by the Issuer arising under or in connection with the Notes and each Noteholder shall, by virtue of being a Noteholder, be deemed to have waived all such rights of set-off.

Subject to Condition 1(c) (Form, Denomination, Title and Transfer - Restrictions on Payment) and this Condition 3, the Notes bear interest from and including, August 24, 2022 (the “Issue Date”) at the applicable Interest Rate (as defined in Condition 3(c)) in accordance with this Condition 3. Subject to the Payment Restrictions and this Condition 3, interest shall be payable, quarterly in arrears and calculated on the basis of a year of 360 days comprised of 12 30-day months on and February 24, May 24, August 24 and November 24 in each year commencing on November 24, 2022 (each an “Interest Payment Date”). If any Interest Payment Date would otherwise fall on a date that is not a Business Day (as defined below), it shall be postponed to the next day which is a Business Day.

In these Conditions, the period beginning on, and including, the Issue Date and ending on but excluding the first Interest Payment Date and each successive period beginning on, and including, an Interest Payment Date and ending on, but excluding, the next succeeding Interest Payment Date is called an “Interest Period”.

The rate of interest per annum (“Interest Rate”) applicable to the Notes shall be at a fixed rate of 6.75% per annum.

Unless otherwise provided in these Conditions, each Note will cease to bear interest from the due date for redemption pursuant to Condition 4 (Redemption and Purchase) unless, upon due presentation, payment of principal is improperly withheld or refused. In such event it shall continue to bear interest at the then applicable Interest Rate (both before and after judgment) until whichever is the earlier of: (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Holder; or (b) seven days after the Principal Paying Agent has notified Holders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is

7

failure in the subsequent payment to the relevant Holders under these Conditions). Interest for any period (whether or not an Interest Period) will be determined on the basis of a year of 360 days comprised of 12 30-day months.

For the purposes of these Conditions “Business Day” means a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of the Note, and in The City of New York is not a day on which banking institutions are authorized or required by law, executive order or regulation to close.

The Notes will mature on the twentieth (20^th) anniversary of the Issue Date (the “Maturity Date”), unless earlier redeemed as provided for in this Condition 4.

No sinking fund is provided for the Notes. Subject to Condition 1(c) (Form, Denomination, Title and Transfer - Restrictions on Payment), including the prior approval of the Commissioner of the Department pursuant to the Applicable Insurance Regulations, the Notes may be redeemed in full or in part by the Issuer on or following the tenth (10^th) anniversary of the Issue Date at 100% of their principal amount, plus accrued but unpaid interest to the date of redemption.

The Issuer will give notice of any intended prepayment of the Notes to the Holders not less than thirty (30) days and not more than sixty (60) days before the date fixed for such prepayment specifying (i) such date, (ii) the principal amount of the Notes to be prepaid on such date, and (iii) the accrued interest applicable to the prepayment.

The Issuer may redeem the Notes in whole, but not in part, on or after the first Interest Payment Date when the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 6 (Taxation) as a result of a Withholding Tax Event (as defined below), with the prior written consent of the Department and on giving not less than 30 nor more than 60 days’ notice to the Holders in accordance with Condition 16 (Notices) and the Paying Agent (which notice shall be irrevocable) at the principal amount of the Note, together with any interest accrued to the date fixed for redemption, if the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 6 (Taxation) as a result of any actual or proposed change in, or amendment to, the laws or regulations of the jurisdiction of the Issuer (including a decision or ruling of any court or tribunal) or any political subdivision or any authority thereof or therein having power to tax, or any actual or proposed change in the official application or official interpretation of such laws or regulations (including any interpretation or pronouncement by any relevant tax authority), which change or

8

amendment becomes effective on or after the Issue Date (a “Withholding Tax Event”), provided that (i) such Withholding Tax Event cannot be avoided by the Issuer taking reasonable measures available to it and (ii) no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 4(c), the Issuer shall deliver to the Noteholders a certificate signed by two authorized signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion (addressed to the Noteholders) of independent legal advisers of recognized standing (which may include legal advisers of the Issuer who have advised in connection with the original issue of the Notes) to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. Such certificate and opinion shall serve as sufficient evidence of the circumstances set out in this Condition 4(c), in which event they shall be conclusive and binding on Noteholders.

With the prior approval of the Commissioner of the Department, the Issuer may at any time purchase the Notes in the open market or otherwise at any price, for its own account or the account of others. Any Note so purchased by the Issuer for its own account shall not thereafter be re-issued or resold.

All Notes which are redeemed or purchased in accordance with this Condition 4 will be cancelled and may not be re-issued or resold. The obligations of the Issuer in respect of any such Notes shall be discharged.

Payments of principal and interest will be made by transfer to the registered account of the Noteholders or by USD check drawn on a bank that processes payments in USD mailed to the registered address of the Noteholder if it does not have a registered account. Payments of principal and payments of interest due on redemption of the Notes will only be made against surrender of the relevant Certificate at the specified office of the Paying Agent. Each payment on Notes will be paid to the Noteholders shown on the Register at the close of business on the date (the “Record Date”) being the fifteenth day before the due date for such payment.

For the purposes of this Condition, a Noteholder’s registered account means the USD account maintained by or on behalf of it with a bank, details of which are provided to the Paying Agent at its specified office by the close of business on or before the relevant Record Date, and a Noteholder’s registered address means its address appearing on the Register at that time.

9

All payments are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 10 (Remedies).

No commissions or expenses shall be charged to the Noteholders in respect of such payments.

Where payment is to be made by transfer to a USD account, payment instructions (for value the due date, or, if the due date is not a business day, for value the next succeeding business day) will be initiated and, where payment is to be made by check, the check will be mailed (i) (in the case of payments of principal and interest payable on redemption) on the later of the due date for payment and the day on which the relevant Certificate is surrendered (or, in the case of part payment only, endorsed) at the specified office of the Paying Agent and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Noteholder shall not be entitled to any interest or other payment in respect of any delay in payment resulting from (A) the due date for a payment not being a business day or (B) a check mailed in accordance with this Condition 5 arriving after the due date for payment or being lost in the mail.

In this paragraph “business day” means in the case of surrender (or, in the case of part payment only, endorsement) of a Certificate, any day on which banks are open for general business (including dealings in foreign currencies) in the place in which the Certificate is surrendered (or, as the case may be, endorsed).

If the amount of principal or interest which is due on the Notes is not paid in full, the Registrar will annotate the Register and, in the case of presentation of the Certificate, endorse the Certificate with a record of the amount of principal or interest in fact paid and the date thereof.

The initial Paying Agent and Fiscal Agent and their initial specified offices are listed in the Agency Agreement. The Issuer reserves the right at any time to vary or terminate the appointment of the Paying Agent or Fiscal Agent and appoint additional or other Paying Agents or a replacement Fiscal Agent, provided that it will maintain (i) a Paying Agent, (ii) a Fiscal Agent and (iii) a Registrar.

Notice of any change in the Paying Agent or Fiscal Agent or their specified offices will promptly be given to the Holders in accordance with Condition 16 (Notices) and the Noteholders.

10

All payments of principal and interest by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any taxes present or future, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of or within the United States of America, the State of Kansas or any political subdivision thereof or any authority therein or thereof having power to tax (the “Relevant Taxing Jurisdiction”), unless such withholding or deduction is as a result of any actual or proposed change in, or amendment to, the laws or regulations of the jurisdiction of the Issuer (including a decision or ruling of any court or tribunal) or any political subdivision or any authority thereof or therein having power to tax, or any actual or proposed change in the official application or official interpretation of such laws or regulations (including any interpretation or pronouncement by any relevant tax authority), which change or amendment becomes effective on or after the Issue Date. In that event, the Issuer shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the Noteholders after such withholding or deduction of such amounts as would have been received by them had no such withholding or deduction been required except that no such Additional Amounts shall be payable in respect of any Note presented for payment where any tax, assessment or governmental charge that would not have been imposed or withheld but for the failure of the holder, if required, to comply with certification, identification or information reporting or any other requirements under United States income tax laws and regulations, without regard to any tax treaty, with respect to the payment, concerning the nationality, residence, identity or connection with the United States of the holder or a beneficial owner of such Note, if such compliance is required by United States income tax laws and regulations, without regard to any tax treaty, as a precondition to relief or exemption from such tax, assessment or governmental charge, including, failure of the holder or of the beneficial owner of such Note, to provide a valid U.S. IRS Form W-8 (or successor form) or other documentation as permitted by official IRS guidance.

Prior to the payment in full of the Notes, the Issuer shall not consummate, enter into or agree to enter into, or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, combination, consolidation, conversion, restructuring, recapitalization or other reorganization without the prior written consent of the Noteholders of not less than a majority in aggregate principal amount of the Notes then Outstanding (such consent not to be unreasonably withheld, conditioned or delayed).

No employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plan or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any entity whose underlying assets are considered to include “plan assets” of such employee benefit plans or arrangements (each, a “Plan”), or governmental, church or foreign plan subject to any federal, state, local or non U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), and no

11

Person acting on behalf of or investing “plan assets” of a Plan or a plan subject to a Similar Law, may acquire the Notes, unless the acquisition and holding of the Notes is exempt under one or more of Prohibited Transaction Class Exemptions 96 23, 95 60, 91 38, 90 1 or 84 14 (or any amendment thereof) or Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or another applicable exemption from the prohibitions under Section 406 of ERISA and Section 4975 of the Code or, in the case of a governmental, church or foreign plan subject to Similar Law, such acquisition and holding do not violate any Similar Law. The acquisition by any Person of the Notes shall constitute a representation by such Person to the Issuer that either (i) such Person is not a Plan or a plan subject to Similar Law and is not acquiring the Notes on behalf of or with “plan assets” of any Plan or any plan subject to Similar Law or (ii) its acquisition and holding of the Notes or any interest therein are covered under an applicable exemption from the prohibitions under Section 406 of ERISA and Section 4975 of the Code or, in the case of a plan subject to Similar Law, do not violate such Similar Law.

The Issuer will not be or become an open end investment company, unit investment trust or face amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), if such action would cause the Issuer to be in violation of the Investment Company Act at any time prior to payment in full of the Notes.

The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights (charter and statutory) and material franchises; provided, however, that the Issuer shall not be required to preserve any such right or franchise if the Issuer’s Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and that the Issuer has used its reasonable best efforts to not disadvantage in any material respect the Holders of the Notes, or that not preserving such right or franchise is in the best interest of the policy owners of the Issuer having considered the interests of the Holders of the Notes.

The Issuer shall use its reasonable best efforts (provided that such reasonable best efforts do not require the Issuer to raise additional capital or indebtedness) to obtain the approval of the Commissioner of the Department in accordance with the Applicable Insurance Regulations for the payment by the Issuer of interest on and principal of the Notes (and any payment of the Redemption Price upon any redemption in accordance with the Conditions on the Interest Payment Dates or Maturity Date thereof and, in the event any such approval has not been obtained for any such payment at or prior to the Interest Payment Date or Maturity Date thereof, to continue to use its reasonable best efforts

12

(provided that such reasonable best efforts do not require the Issuer to raise additional capital or indebtedness) to obtain such approval promptly thereafter. For the avoidance of doubt, nothing in the Notes shall restrict the Issuer, to the extent authorized by its Board of Directors, from declaring policy owner dividends and making dividend payments on its participating policies (and to make other adjustments that affect the cost of insurance to policy owners), even though payment on this Note may not have been approved by the Commissioner of the Department, regardless of the effect any such declaration or payment may have on the Commissioner of the Department’s decision regarding the payment of interest on, principal of, and any redemption payment with respect to, this Note. Not less than thirty (30) days prior to the Interest Payment Date or Maturity Date thereof (excluding any such Maturity Date which arises as a result of the obtaining of an order or the granting of approval for the rehabilitation, liquidation, conservation or dissolution of the Issuer), the Issuer will seek the approval of the Commissioner of the Department to make each payment of interest on and principal of this Note. In addition, the Issuer shall notify in writing or cause to be notified in writing the Holder of this Note on or before the Interest Payment Date for interest on or the Maturity Date for principal of this Note (excluding any such Maturity Date which arises as a result of the obtaining of an order or the granting of approval for the rehabilitation, liquidation, conservation or dissolution of the Issuer) in the event that the Commissioner of the Department has not then approved the making of any such payment on such Interest Payment Date or such Maturity Date, and thereafter, if such payment has been approved by the Commissioner of the Department, shall promptly notify in or cause to be notified in writing the Holder of this Note of such approval and the fact that, notwithstanding such approval, the Issuer shall have failed to make any such payment on any such Interest Payment Date or such Maturity Date.

At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Noteholder, the Issuer shall promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder, or to a prospective purchaser of such Note or interest designated by such Holder, in order to permit compliance by such Holder with Rule 144A under the Securities Act in connection with the transfer or resale of such Note by such Holder. “Rule 144A Information” shall be such information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any successor provision thereto), as such provisions (or successor provision) may be amended from time to time.

The Issuer and the Noteholders, by accepting an interest in the Notes, will agree to treat the Notes as indebtedness of the Issuer for U.S. federal, state and local income and franchise tax purposes.

13

The Issuer shall, at no time, permit the ratio of its consolidated Indebtedness (as defined in Condition 2(a) (Status) and including all outstanding surplus notes) to the Issuer’s total surplus (as set out in its then most recent statutory financial statements, which, for the avoidance of doubt, will include any surplus notes which may have been issued subsequent to the date of such financial statements, including the Notes) to exceed 35%.

If (x) the ratio of the Issuer’s consolidated Indebtedness (including all outstanding surplus notes) to the Issuer’s total surplus (as set out in its then most recent statutory financial statements, which, for the avoidance of doubt, will include any surplus notes which may have been issued subsequent to the date of such financial statements, including the Notes) (the “Indebtedness Ratio”) exceeds 35% or (y) the taking of any of the actions described in (i), (ii) or (iii) below (other than actions expressly permitted in (A), (B), (C) or (D) below) would cause the Indebtedness Ratio to exceed 35% or (z) the Issuer is unable to make a payment which would otherwise be due under the Notes as a result of the application of Condition 1(c), the Issuer shall not, and shall not permit any Subsidiary of the Issuer to, (i) declare or pay any dividends or distributions or redeem, purchase, acquire or make a liquidation payment on any of the Issuer’s capital stock or the capital stock of any of its Subsidiaries or (ii) make any payment of principal of or interest or premium, if any, on, or repay, repurchase or redeem, any other surplus notes of the Issuer or other debt securities of the Issuer that rank pari passu with or junior in interest to the Notes or (iii) make any guarantee payments on any guarantee by the Issuer of the debt securities of any of its Subsidiaries if such guarantee ranks pari passu with or junior in interest to the Notes, other than, in the case of each of clauses (i), (ii) and (iii), (A) dividends or distributions in capital stock of the Issuer, (B) any declaration or payment of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (C) repurchases, redemptions or other acquisitions of shares of capital stock of the Issuer in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants and (D) solely in the case of a Subsidiary of the Issuer, any declaration of dividends or distributions on the capital stock of such Subsidiary to the Issuer.

The Noteholder may enforce this Note only in the manner set forth below.

In the event that any state or federal agency shall obtain an order or grant approval for the rehabilitation, liquidation, conservation or dissolution of the Issuer, (including, without limitation, under the Insurers Insolvency Act), this Note will upon the obtaining of such an order or the granting of such approval immediately mature in full without any action on the part of the Issuer or the Noteholders, with payment thereon being subject to Condition 1(c) (Form, Denomination, Title and Transfer - Restrictions on Payment), and any restrictions imposed as a consequence of, or pursuant to, such proceedings.

14

Notwithstanding any other provision of this Note, in no event shall the Noteholders be entitled to declare this Note to immediately mature or otherwise be immediately payable, except that payments approved by the Department but unpaid may become immediately payable in accordance with clause (b) of this Condition 10.

In the event that the Department approves in whole or in part a payment of any interest on or principal of, or any redemption payment with respect to, this Note and the Issuer fails to pay the full amount of such approved payment on the date such amount is scheduled to be paid, such approved amount will be immediately payable on such date without any action on the part of the Noteholders. In the event that the Issuer fails to perform any of its other obligations hereunder, the Noteholders may pursue any available remedy to enforce the performance of any provision of this Note; provided, however, that such remedy shall in no event include the right to declare this Note immediately payable, and shall in no circumstances be inconsistent with the provisions of the Applicable Insurance Regulations. A delay or omission by the Noteholders in exercising any right or remedy accruing as a result of the Issuer’s failure to perform its obligations hereunder and the continuation thereof shall not impair such right or remedy or constitute a waiver of or acquiescence in such non-performance by the Issuer. To the extent permitted by law, no remedy is exclusive of any other remedy and all remedies are cumulative.

Notwithstanding any other provision of this Note, the right of the Noteholders to receive payment of the principal of and interest on this Note on or after the respective scheduled Interest Payment Dates or scheduled Maturity Date expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective scheduled Interest Payment Dates or scheduled Maturity Date, in each case subject to such payment on such dates having received the approval of the Department pursuant to Condition 1(c) (Form, Denomination, Title and Transfer - Restrictions on Payment), including the approval of the Commissioner of the Department pursuant to the Applicable Insurance Regulations, is absolute and unconditional and shall not be impaired or affected without the consent of the Noteholders.

Claims in respect of principal and interest on redemption will become void unless the relevant Certificate is surrendered for payment within a period of 10 years of the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Issuer on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders.

If any Certificate is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Registrar upon payment by the claimant of the expenses incurred

15

in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

With the consent of the Noteholders of not less than a majority in aggregate principal amount of the Notes then Outstanding, the Issuer may, with the prior approval of the Commissioner of the Department (if required by law) modify, amend or supplement the terms of the Notes or may give consents or waivers or take other actions with respect thereto. Any such modification, amendment, supplement, consent, waiver or other action shall be conclusive and binding on the Noteholders and on all future Noteholders of the Notes and of any Note issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation thereof is made upon the Notes.

The terms of the Notes may, with the prior approval of the Commissioner of the Department (if required by law) be modified or amended by the Issuer, without the consent of any Noteholders, for the purpose of (a) adding to the covenants of the Issuer for the benefit of the Noteholders, (b) surrendering any right or power conferred upon the Issuer; (c) evidencing the succession of another corporation to the Issuer and the assumption by such successor of the covenants and obligations of the Issuer herein as permitted by the Notes; (d) modifying the restrictions on, and procedures for, resale and other transfers of all or any part of the Notes to the extent required by any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally; (e) curing any ambiguity or correcting or supplementing any defective provision contained herein in a manner which does not adversely affect the interest of any Noteholder in any material respect; or (f) effecting any amendment which the Issuer may determine is necessary or desirable and which shall not adversely affect the interest of any Noteholder, to all of which each Noteholder, by acceptance thereof, consents.

For purposes of the provisions of this Note, this Note, as of any date of determination, shall be deemed to be “Outstanding,” except:

(i)    A Note theretofore cancelled by the Issuer;

(ii)    A Note which has been called for redemption in accordance with its terms or which have become payable, to the extent permitted under Condition 1(c) (Form, Denomination, Title and Transfer - Restrictions on Payment), at the scheduled Maturity Date or otherwise, and with respect to which, in each case, monies sufficient to pay the principal thereof and any interest thereon shall have been paid; and

(iii)    A Note paid pursuant to Condition 10 (Remedies) hereof or in lieu of or in substitution for which another Note shall have been delivered pursuant to the terms of this Note.

16

For so long as any Note is Outstanding, at the request of a Noteholder (or any successor in interest thereto), the Issuer will furnish to the Holder of this Note the most recent financial reports filed with the Issuer’s domiciliary regulator.

All notices to the Noteholders will be mailed to them at their respective addresses in the register of Noteholders maintained by the Registrar. Any such notice shall be deemed to have been given on the fourth day after the date of mailing.

The Notes and any dispute arising hereunder, including with respect to the formation or validity hereof, shall be governed by, and construed in accordance with, the laws of the State of New York, except that Conditions 1(c), 2 and 9(c) are governed by, and shall be construed in accordance with, the laws of the State of Kansas. The Department’s exercise of regulatory authority, including approval of the issuance of the Notes, shall be governed by and construed in accordance with the Laws of the State of Kansas (or, if the Department is no longer the primary regulator of the financial condition of the Issuer, the Law of such jurisdiction of the primary regulator of the financial condition of the Issuer).

Any legal action or proceeding with respect to the Notes shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of the Notes, each of the parties hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Note shall, if delivered or sent in accordance with Clause 13 of this Note constitute good, proper and sufficient service thereof.

17

SCHEDULE 2

FORM OF DEFINITIVE REGISTERED NOTE

[On the face of the Note:]

USD 50,000,000 6.75% Surplus Notes

BENCHMARK INSURANCE COMPANY

DEFINITIVE REGISTERED NOTE

This Note is issued in respect of the USD 50,000,000 6.75% surplus notes (the “Notes”) in the denomination of USD 100,000 and integral multiples of USD 1,000 in excess thereof and in the aggregate principal amount of USD 50,000,000 issued by Benchmark Insurance Company (the “Issuer”). The Notes are the subject of a fiscal and paying agency agreement dated August 24, 2022 (as amended or supplemented from time to time, the “Agency Agreement”) and made between the Issuer, The Bank of New York Mellon, as paying agent (the “Paying Agent”), as fiscal agent (the “Fiscal Agent”), as registrar (the “Registrar”) and as transfer agent (the “Transfer Agent”).

The Issuer, for value received, promises to pay to [●], the registered holder, the principal sum of

USD[●]

([●] United States Dollars)

On such date or dates as the same may become payable in accordance with the conditions endorsed hereon (the “Conditions”), and to pay interest on such principal sum in arrears on the dates and at the rates specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.

Interest is payable on the above principal sum at a fixed rate of 6.75 per cent. per annum, payable quarterly in arrears on February 24, May 24, August 24 and November 24 in each year, all subject to and in accordance with the Conditions.

This Note shall not be valid for any purpose until this Note has been authenticated for and on behalf of The Bank of New York Mellon as Paying Agent.

AS WITNESS the facsimile signature of a duly authorized person on behalf of the Issuer.

BENCHMARK INSURANCE COMPANY

SCHEDULE 3

PROVISIONS FOR MEETINGS OF HOLDERS OF THE NOTES

DEFINITIONS

block voting instruction means an English language document issued by an Agent and dated which:

24 hours means a period of 24 hours including all or part of a day on which banks are open for business both in the place where the meeting is to be held and in each of the places where an Agent has its specified offices (disregarding for this purpose the day on which the meeting is to be held) and that period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of a day on which banks are open for business in all of the places where an Agent has its specified offices; and

48 hours means a period of 48 hours including all or part of two days on which banks are open for business both in the place where the meeting is to be held and in each of the places where an Agent has its specified offices (disregarding for this purpose the day on which the meeting is to be held) and that period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of two days on which banks are open for business in all of the places where an Agent has its specified offices.

For the purposes of calculating a period of clear days, no account shall be taken of the day on which a period commences or the day on which a period ends.

EVIDENCE OF ENTITLEMENT TO ATTEND AND VOTE

A Noteholder may require the issue by an Agent of voting certificates and block voting instructions in accordance with the terms of paragraph 3 below.

For the purposes of subparagraphs 3(a) and 3(d) below, an Agent shall be entitled to rely, without further enquiry, on any information or instructions received from a relevant clearing system and shall have no liability to any Noteholder or other person for any loss, damage, cost, claim or other liability caused by its reliance on those instructions, nor for any failure by DTC to deliver information or instructions to an Agent.

The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the meeting or adjourned meeting be deemed to be the holder of the Notes to which the voting certificate or block voting instruction relates and an Agent with which the Notes have been deposited or the person holding the Notes to the order or under the control of an Agent shall be deemed for those purposes not to be the Holder of those Notes.

A Holder of a Note in definitive form may obtain a voting certificate in respect of that Note from an Agent (unless the Note is the subject of a block voting instruction which has been issued and is outstanding in respect of the meeting specified in the voting certificate or any adjourned meeting) subject to the Holder procuring that the Note is deposited with an Agent or (to the satisfaction of an Agent) is held to its order or under its control or blocked in an account with a relevant clearing system upon terms that the Note will not cease to be deposited or held or blocked until the first to occur of:

21

A Holder of a Note (not being a Note in respect of which instructions have been given to an Agent in accordance with subparagraph 3(d)) represented by a Global Note may procure the delivery of a voting certificate in respect of that Note by giving notice to the relevant clearing system specifying by name a person (an Identified Person) (which need not be the Holder himself) to collect the voting certificate and attend and vote at the meeting. The voting certificate will be made available at or shortly before the start of the meeting by an Agent against presentation by the Identified Person of the form of identification previously notified by the Holder to DTC. DTC may prescribe forms of identification (including, without limitation, passports) which it considers appropriate for these purposes. Subject to receipt by an Agent from DTC no later than 24 hours before the time for which the meeting is convened, of notification of the principal amount of the Notes to be represented by any voting certificate and the form of identification against presentation of which the voting certificate should be released, the Agent shall, without any obligation to make further enquiry, make available voting certificates against presentation of forms of identification corresponding to those notified.

A Holder of a Note in definitive form may require an Agent to issue a block voting instruction in respect of that Note (unless the Note is the subject of a voting certificate which has been issued and is outstanding in respect of the meeting specified in the block voting instruction or any adjourned meeting) by depositing the Note with an Agent or (to the satisfaction of an Agent) by:

22

A Holder of a Note (not being a Note in respect of which a voting certificate has been issued) represented by a Global Note may require an Agent to issue a block voting instruction in respect of the Note by first instructing the relevant clearing system to procure that the votes attributable to the Holder’s Note should be cast at the meeting in a particular way in relation to the resolution or resolutions to be put to the meeting. Any such instruction shall be given in accordance with the rules of the relevant clearing system then in effect. Subject to receipt by an Agent, no later than 24 hours before the time for which the meeting is convened, of (a) instructions from the relevant clearing system, (b) notification of the principal amount of the Notes in respect of which instructions have been given and (c) the manner in which the votes attributable to the Notes should be cast, an Agent shall, without any obligation to make further enquiry, attend the meeting and cast votes in accordance with those instructions.

23

CONVENING OF MEETINGS, QUORUM, ADJOURNED MEETINGS

24

CONDUCT OF BUSINESS AT MEETINGS

25

Without prejudice to the obligations of the proxies named in any block voting instruction, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

26

SCHEDULE 4

REGISTRATION AND TRANSFER OF NOTES

28

SIGNATORIES

[Fiscal Agency Agreement]

Fiscal Agent, Paying Agent, Registrar and Transfer Agent

[Fiscal Agency Agreement]