[sheet: Cover]

Field	Value
Document Title	Carrier Quote Comparison Matrix — D&O Tower
Prepared By	Calderwood & Harkness LLP
Date	June 10, 2022
Matter Number	1005-00003
Client	Nexford Industrial Holdings Inc.
Prepared For	Priya Sundaram, General Counsel & Corporate Secretary
Responsible Partner	Douglas Fairchild
Billing Partner	Angela Fontaine (AFO-7724)
Lead Associate	Naomi Petersen
Working Associate	Yuki Nakamura
Broker of Record	Ashford Breckinridge LLP (Phillip Garza / Tamara Fisk)
Incumbent Policy Period	July 1, 2021 – July 1, 2022
Renewal Policy Period	July 1, 2022 – July 1, 2023
Quote Receipt Window	May 18, 2022 – June 8, 2022
Marketing Submission Date	May 3, 2022 (Ashford Breckinridge)
Confidentiality	PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

[sheet: Incumbent Tower Summary]

Layer	Carrier	Domicile	Policy Number	Limits	Attachment Point	Self-Insured Retention	Annual Premium	Rate-on-Line	Key Coverage Grants	Notable Exclusions	Policy Period
Primary	Vandermeer National Insurance Company	Connecticut	VNI-DO-2021-88473	$10,000,000 each loss / $10,000,000 aggregate	$0 (ground-up)	$1,000,000 SIR (entity coverage); $0 SIR (Side-A / individual insureds)	$487,500	4.88%	Side-A (individual directors & officers); Side-B (entity reimbursement); Side-C (entity coverage); defense costs within limits; regulatory investigation sublimit; pre-claim inquiry coverage	Insured vs. Insured; prior litigation (pending/prior as of inception); bodily injury/property damage; professional services; ERISA §409/502	July 1, 2021 – July 1, 2022
1st Excess	Commonwealth Indemnity Group	Pennsylvania	CIG-EX-2021-44210	$10,000,000 each loss / $10,000,000 aggregate	$10,000,000 xs $10,000,000	Follow-form to Vandermeer primary	$312,000	3.12%	Follow-form to primary; drop-down provision if primary exhausted	Follow-form; additional prior acts exclusion broader than primary	July 1, 2021 – July 1, 2022
2nd Excess	Graystone Mutual Assurance Co.	Ohio	GMA-EX-2021-77839	$10,000,000 each loss / $10,000,000 aggregate	$20,000,000 xs $20,000,000	Follow-form to Vandermeer primary	$198,750	1.99%	Follow-form to primary; limited drop-down	Follow-form; additional laser exclusion for known regulatory matters	July 1, 2021 – July 1, 2022
3rd Excess	Pinnacle Re Insurance Ltd.	Bermuda	PRI-EX-2021-03287	$10,000,000 each loss / $10,000,000 aggregate	$30,000,000 xs $30,000,000	Follow-form to Vandermeer primary	$141,200	1.41%	Follow-form to primary	Follow-form; Bermuda arbitration clause	July 1, 2021 – July 1, 2022
Side-A DIC	Harrington Specialty Insurance Co.	Delaware	HSI-DIC-2021-00342	$15,000,000 dedicated (non-aggregating with tower)	$0 (dedicated personal coverage)	No SIR	$224,000	1.49%	Difference-in-conditions; bankruptcy/insolvency coverage; non-rescindable; personal coverage for directors and officers only; advancement of defense costs	No entity coverage; no employment practices (some policies); no fraud/personal profit (final adjudication required)	July 1, 2021 – July 1, 2022
TOTAL	—	—	—	$55,000,000 aggregate ($10M+$10M+$10M+$10M tower + $15M dedicated Side-A DIC)	—	—	$1,363,450	2.48%	—	—	July 1, 2021 – July 1, 2022

[sheet: Primary Layer Quotes]

Comparison Criteria	Incumbent — Vandermeer National Insurance Company	Quote A — Vandermeer National (Renewal)	Quote B — Meridian Assurance Company	C&H Commentary
Carrier Name	Vandermeer National Insurance Company	Vandermeer National Insurance Company	Meridian Assurance Company
Carrier Domicile	Connecticut	Connecticut	New Jersey
AM Best Rating	A (Excellent), XV	A (Excellent), XV	A- (Excellent), XIV	Vandermeer has stronger financial size category
Policy Number	VNI-DO-2021-88473	VNI-DO-2022-91205 (proposed)	N/A — indicative quote
Quote Date	—	May 25, 2022	June 1, 2022
Limits	$10,000,000 each loss / $10,000,000 aggregate	$10,000,000 each loss / $10,000,000 aggregate	$10,000,000 each loss / $10,000,000 aggregate	Identical limits
Self-Insured Retention — Entity Coverage	$1,000,000	$1,000,000	$1,500,000	Meridian proposes higher SIR; recommend retaining $1M SIR
Self-Insured Retention — Side-A (Individual)	$0	$0	$0	Both at $0 for individual insureds
Annual Premium	$487,500	$535,000	$510,000	Vandermeer renewal represents 9.74% increase; Meridian 4.62% increase but higher SIR offsets
Rate-on-Line	4.88%	5.35%	5.10%	Vandermeer higher rate-on-line but broader coverage
Side-A Coverage	Full	Full	Full	Comparable
Side-B (Reimbursement) Coverage	Full	Full	Full	Comparable
Side-C (Entity) Coverage	Included, subject to $1M SIR	Included, subject to $1M SIR	Included, subject to $1.5M SIR
Defense Costs	Within limits	Within limits	Within limits	Both within limits; no option for defense outside limits offered
Definition of 'Insured Person'	Directors, officers, employees in supervisory/managerial capacity, GC, corporate secretary	Same as expiring — but review pending	Narrower: directors and officers only; no employees	Vandermeer definition broader and aligns with Nexford's 9-member board + named officers; Meridian gap for GC and VP-level insureds
Definition of 'Claim'	Includes written demands, civil/criminal/administrative proceedings, formal investigations	Proposed: same language — but see post-bind review concern re informal inquiries	Includes written demands, civil/criminal proceedings; excludes informal inquiries	Vandermeer negotiation point: ensure 'Claim' covers informal regulatory inquiries per C&H gap memo recommendation
Insured vs. Insured Exclusion	Standard; carve-out for derivative suits and whistleblower claims	Same as expiring	Broader exclusion; no derivative suit carve-out	Critical issue given Veltrano's 68.5% ownership and 5 sponsor-appointed directors; Meridian version problematic
Prior/Pending Litigation Exclusion	Standard; pending as of inception date	Standard; pending as of renewal inception July 1, 2022	Standard
Severability of Application	Full severability for Side-A; limited for entity	Full severability for Side-A; limited for entity	No severability clause	Meridian lack of severability is material concern; recommend Vandermeer
Regulatory Investigation Coverage	Included; formal and informal	Included; scope under negotiation per C&H gap memo	Formal only	Key negotiation point for Vandermeer renewal — ensure informal OSHA/CPSC/state AG inquiries covered
Pre-Claim Inquiry Coverage	Included	Included	Not included	Meridian gap
Allocation Provisions	Larger settlement allocation; presumptive 100% to insured persons	Same as expiring	50/50 default allocation	Vandermeer terms materially better for Nexford directors/officers
Priority of Payment	Individuals first, then entity	Individuals first, then entity	No priority of payment clause	Meridian gap; critical given PE-backed private company structure
Outside Directorship Coverage	Included with prior written consent	Included with prior written consent	Excluded	Relevant for sponsor-appointed directors who may sit on other Veltrano portfolio company boards

Conduct Exclusions (Fraud/Personal Profit)	Final adjudication required	Final adjudication required	Final adjudication required	Comparable
Recommended Selection	—	RECOMMENDED	Not recommended	Vandermeer renewal recommended despite slightly higher premium due to broader coverage, established claims history, and consistency with excess tower

[sheet: 1st Excess Layer Quotes]

Comparison Criteria	Incumbent — Commonwealth Indemnity Group	Quote A — Commonwealth Indemnity Group (Renewal)	Quote B — Granite Shield Insurance Company	C&H Commentary
Carrier Name	Commonwealth Indemnity Group	Commonwealth Indemnity Group	Granite Shield Insurance Company
Carrier Domicile	Pennsylvania	Pennsylvania	Massachusetts
AM Best Rating	A (Excellent), XIV	A (Excellent), XIV	A- (Excellent), XII	Commonwealth stronger rating
Policy Number	CIG-EX-2021-44210	CIG-EX-2022 (proposed)	N/A — indicative quote
Quote Date	—	May 22, 2022	June 3, 2022
Limits	$10,000,000 xs $10,000,000	$10,000,000 xs $10,000,000	$10,000,000 xs $10,000,000	Identical
Annual Premium	$312,000	$338,000	$325,000	Commonwealth renewal 8.33% increase; Granite Shield 4.17% increase
Rate-on-Line	3.12%	3.38%	3.25%	Commonwealth slightly higher rate-on-line
Follow-Form Basis	Follow-form to Vandermeer primary	Follow-form to Vandermeer primary	Follow-form to Vandermeer primary	Both follow-form
Drop-Down Provision	Yes — if primary exhausted by covered loss	Yes — same terms	Yes — but limited to Side-A claims only	Granite Shield drop-down restriction is a gap; recommend Commonwealth
Prior Acts Exclusion	Broader than primary — includes matters known to any insured	Same as expiring — negotiation point per C&H gap memo	Standard	C&H recommends narrowing Commonwealth prior acts to match primary; Item #4 on renewal negotiation list
Scheduled Exclusions	None specific	None specific	Exclusion for Higgins and Consolidated Builders claims	Granite Shield scheduling pending claims as exclusions; unacceptable — these are occurrence-based PL claims but carrier concerns noted
Severability	Follow-form to primary	Follow-form to primary	No severability clause	Granite Shield lacks severability; material concern
Priority of Payment	Follow-form to primary	Follow-form to primary	Silent	Granite Shield silent on priority; Commonwealth follows primary provisions
Recommended Selection	—	RECOMMENDED	Not recommended	Commonwealth renewal recommended; continuity and broader drop-down provisions

[sheet: 2nd Excess Layer Quotes]

Comparison Criteria	Incumbent — Graystone Mutual Assurance Co.	Quote A — Graystone Mutual (Renewal)	Quote B — Northfield Excess Insurance Company	Quote C — Landmark Surplus Lines, Inc.	C&H Commentary
Carrier Name	Graystone Mutual Assurance Co.	Graystone Mutual Assurance Co.	Northfield Excess Insurance Company	Landmark Surplus Lines, Inc.
Carrier Domicile	Ohio	Ohio	New York	Texas
AM Best Rating	A- (Excellent), XII	A- (Excellent), XII	A (Excellent), XIV	A- (Excellent), XI	Northfield has strongest rating and financial size
Policy Number	GMA-EX-2021-77839	GMA-EX-2022 (proposed)	NEI-EX-2022 (proposed)	N/A — indicative quote
Quote Date	—	May 30, 2022	May 26, 2022	June 8, 2022
Limits	$10,000,000 xs $20,000,000	$10,000,000 xs $20,000,000	$10,000,000 xs $20,000,000	$10,000,000 xs $20,000,000	All identical limits and attachment
Annual Premium	$198,750	$245,000	$221,000	$232,500	Graystone proposing 23.27% increase; Northfield at 11.19% increase over incumbent; Landmark at 16.98% increase
Rate-on-Line	1.99%	2.45%	2.21%	2.33%	Northfield offers middle rate-on-line with superior terms
Follow-Form Basis	Follow-form to Vandermeer primary	Follow-form to Vandermeer primary	Follow-form to Vandermeer primary	Follow-form with manuscript deviations	Landmark has manuscript deviations that create potential gaps
Drop-Down Provision	Limited drop-down	Limited drop-down	Full drop-down if underlying exhausted	No drop-down	Northfield offers superior drop-down terms vs. incumbent and competitors
Laser Exclusion for Known Regulatory Matters	Yes — added at 2021 renewal	Yes — maintained	No — clean layer, no laser exclusions	No	Northfield clean terms are an improvement over Graystone's laser exclusion
Prior Acts Coverage	Full prior acts (retroactive date: June 15, 2018 — LBO closing date)	Full prior acts from June 15, 2018	Full prior acts from June 15, 2018	Prior acts limited to 3 years	Landmark prior acts limitation is insufficient; eliminates it as viable option
Coordination with Side-A DIC	Silent	Silent	Explicit non-contribution with Harrington DIC	Silent	Northfield explicit coordination provision is beneficial
Definition Consistency with Primary	Materially consistent	Materially consistent	Materially consistent	Several definition deviations (Claim, Loss, Insured Person)	Landmark definition inconsistencies create gap risk
Severability	Follow-form to primary	Follow-form to primary	Follow-form to primary	Limited severability	Landmark severability provision is narrower
Priority of Payment	Follow-form to primary	Follow-form to primary	Follow-form to primary; explicit individuals-first language	Silent	Northfield explicit priority language is an improvement
Claims Handling / Cooperation	Follows primary carrier lead	Follows primary carrier lead	Follows primary carrier lead; designated claims contact	Follows primary carrier lead
Recommended Selection	—	Not recommended	RECOMMENDED — SELECTED AT BINDING	Not recommended	Northfield selected: lower premium than Graystone renewal, superior AM Best rating, removal of laser exclusion, better drop-down and DIC coordination provisions

[sheet: 3rd Excess Layer Quotes]

Comparison Criteria	Incumbent — Pinnacle Re Insurance Ltd.	Quote A — Pinnacle Re Insurance Ltd. (Renewal)	Quote B — Atlantic Reinsurance Holdings Ltd.	C&H Commentary
Carrier Name	Pinnacle Re Insurance Ltd.	Pinnacle Re Insurance Ltd.	Atlantic Reinsurance Holdings Ltd.
Carrier Domicile	Bermuda	Bermuda	Bermuda
AM Best Rating	A (Excellent), XV	A (Excellent), XV	A- (Excellent), XIII	Pinnacle Re stronger
Policy Number	PRI-EX-2021-03287	PRI-EX-2022 (proposed)	N/A — indicative quote
Quote Date	—	May 18, 2022	June 5, 2022
Limits	$10,000,000 xs $30,000,000	$10,000,000 xs $30,000,000	$10,000,000 xs $30,000,000
Annual Premium	$141,200	$154,700	$148,000	Pinnacle Re renewal 9.56% increase; Atlantic 4.82% increase
Rate-on-Line	1.41%	1.55%	1.48%	Atlantic slightly lower rate-on-line
Follow-Form Basis	Follow-form to Vandermeer primary	Follow-form to Vandermeer primary	Follow-form to Vandermeer primary	Both follow-form
Bermuda Arbitration Clause	Yes	Yes	Yes	Standard for Bermuda carriers; both contain this clause
Drop-Down Provision	Standard	Standard	Limited	Pinnacle Re terms slightly better
Continuity of Coverage	In place since 2019 renewal	Continuing	New relationship	Existing relationship and familiarity with Nexford risk profile is an advantage
Prior Acts Coverage	Full prior acts from June 15, 2018	Full prior acts from June 15, 2018	Full prior acts from June 15, 2018	Both provide full prior acts
Severability	Follow-form to primary	Follow-form to primary	Follow-form to primary	Comparable
Claims Cooperation	Follows primary carrier lead	Follows primary carrier lead	Follows primary carrier lead
Recommended Selection	—	RECOMMENDED	Not recommended	Pinnacle Re renewal recommended; modest premium increase, continuity, stronger rating

[sheet: Cover]
Field | Value
Document Title | Carrier Quote Comparison Matrix — D&O Tower
Prepared By | Calderwood & Harkness LLP
Date | June 10, 2022
Matter Number | 1005-00003
Client | Nexford Industrial Holdings Inc.
Prepared For | Priya Sundaram, General Counsel & Corporate Secretary
Responsible Partner | Douglas Fairchild
Billing Partner | Angela Fontaine (AFO-7724)
Lead Associate | Naomi Petersen
Working Associate | Yuki Nakamura
Broker of Record | Ashford Breckinridge LLP (Phillip Garza / Tamara Fisk)
Incumbent Policy Period | July 1, 2021 – July 1, 2022
Renewal Policy Period | July 1, 2022 – July 1, 2023
Quote Receipt Window | May 18, 2022 – June 8, 2022
Marketing Submission Date | May 3, 2022 (Ashford Breckinridge)
Confidentiality | PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
[sheet: Incumbent Tower Summary]
Layer | Carrier | Domicile | Policy Number | Limits | Attachment Point | Self-Insured Retention | Annual Premium | Rate-on-Line | Key Coverage Grants | Notable Exclusions | Policy Period
Primary | Vandermeer National Insurance Company | Connecticut | VNI-DO-2021-88473 | $10,000,000 each loss / $10,000,000 aggregate | $0 (ground-up) | $1,000,000 SIR (entity coverage); $0 SIR (Side-A / individual insureds) | $487,500 | 4.88% | Side-A (individual directors & officers); Side-B (entity reimbursement); Side-C (entity coverage); defense costs within limits; regulatory investigation sublimit; pre-claim inquiry coverage | Insured vs. Insured; prior litigation (pending/prior as of inception); bodily injury/property damage; professional services; ERISA §409/502 | July 1, 2021 – July 1, 2022
1st Excess | Commonwealth Indemnity Group | Pennsylvania | CIG-EX-2021-44210 | $10,000,000 each loss / $10,000,000 aggregate | $10,000,000 xs $10,000,000 | Follow-form to Vandermeer primary | $312,000 | 3.12% | Follow-form to primary; drop-down provision if primary exhausted | Follow-form; additional prior acts exclusion broader than primary | July 1, 2021 – July 1, 2022
2nd Excess | Graystone Mutual Assurance Co. | Ohio | GMA-EX-2021-77839 | $10,000,000 each loss / $10,000,000 aggregate | $20,000,000 xs $20,000,000 | Follow-form to Vandermeer primary | $198,750 | 1.99% | Follow-form to primary; limited drop-down | Follow-form; additional laser exclusion for known regulatory matters | July 1, 2021 – July 1, 2022
3rd Excess | Pinnacle Re Insurance Ltd. | Bermuda | PRI-EX-2021-03287 | $10,000,000 each loss / $10,000,000 aggregate | $30,000,000 xs $30,000,000 | Follow-form to Vandermeer primary | $141,200 | 1.41% | Follow-form to primary | Follow-form; Bermuda arbitration clause | July 1, 2021 – July 1, 2022
Side-A DIC | Harrington Specialty Insurance Co. | Delaware | HSI-DIC-2021-00342 | $15,000,000 dedicated (non-aggregating with tower) | $0 (dedicated personal coverage) | No SIR | $224,000 | 1.49% | Difference-in-conditions; bankruptcy/insolvency coverage; non-rescindable; personal coverage for directors and officers only; advancement of defense costs | No entity coverage; no employment practices (some policies); no fraud/personal profit (final adjudication required) | July 1, 2021 – July 1, 2022
TOTAL | — | — | — | $55,000,000 aggregate ($10M+$10M+$10M+$10M tower + $15M dedicated Side-A DIC) | — | — | $1,363,450 | 2.48% | — | — | July 1, 2021 – July 1, 2022
[sheet: Primary Layer Quotes]
Comparison Criteria | Incumbent — Vandermeer National Insurance Company | Quote A — Vandermeer National (Renewal) | Quote B — Meridian Assurance Company | C&H Commentary
Carrier Name | Vandermeer National Insurance Company | Vandermeer National Insurance Company | Meridian Assurance Company
Carrier Domicile | Connecticut | Connecticut | New Jersey
AM Best Rating | A (Excellent), XV | A (Excellent), XV | A- (Excellent), XIV | Vandermeer has stronger financial size category
Policy Number | VNI-DO-2021-88473 | VNI-DO-2022-91205 (proposed) | N/A — indicative quote
Quote Date | — | May 25, 2022 | June 1, 2022
Limits | $10,000,000 each loss / $10,000,000 aggregate | $10,000,000 each loss / $10,000,000 aggregate | $10,000,000 each loss / $10,000,000 aggregate | Identical limits
Self-Insured Retention — Entity Coverage | $1,000,000 | $1,000,000 | $1,500,000 | Meridian proposes higher SIR; recommend retaining $1M SIR
Self-Insured Retention — Side-A (Individual) | $0 | $0 | $0 | Both at $0 for individual insureds
Annual Premium | $487,500 | $535,000 | $510,000 | Vandermeer renewal represents 9.74% increase; Meridian 4.62% increase but higher SIR offsets
Rate-on-Line | 4.88% | 5.35% | 5.10% | Vandermeer higher rate-on-line but broader coverage
Side-A Coverage | Full | Full | Full | Comparable
Side-B (Reimbursement) Coverage | Full | Full | Full | Comparable
Side-C (Entity) Coverage | Included, subject to $1M SIR | Included, subject to $1M SIR | Included, subject to $1.5M SIR
Defense Costs | Within limits | Within limits | Within limits | Both within limits; no option for defense outside limits offered
Definition of 'Insured Person' | Directors, officers, employees in supervisory/managerial capacity, GC, corporate secretary | Same as expiring — but review pending | Narrower: directors and officers only; no employees | Vandermeer definition broader and aligns with Nexford's 9-member board + named officers; Meridian gap for GC and VP-level insureds
Definition of 'Claim' | Includes written demands, civil/criminal/administrative proceedings, formal investigations | Proposed: same language — but see post-bind review concern re informal inquiries | Includes written demands, civil/criminal proceedings; excludes informal inquiries | Vandermeer negotiation point: ensure 'Claim' covers informal regulatory inquiries per C&H gap memo recommendation
Insured vs. Insured Exclusion | Standard; carve-out for derivative suits and whistleblower claims | Same as expiring | Broader exclusion; no derivative suit carve-out | Critical issue given Veltrano's 68.5% ownership and 5 sponsor-appointed directors; Meridian version problematic
Prior/Pending Litigation Exclusion | Standard; pending as of inception date | Standard; pending as of renewal inception July 1, 2022 | Standard
Severability of Application | Full severability for Side-A; limited for entity | Full severability for Side-A; limited for entity | No severability clause | Meridian lack of severability is material concern; recommend Vandermeer
Regulatory Investigation Coverage | Included; formal and informal | Included; scope under negotiation per C&H gap memo | Formal only | Key negotiation point for Vandermeer renewal — ensure informal OSHA/CPSC/state AG inquiries covered
Pre-Claim Inquiry Coverage | Included | Included | Not included | Meridian gap
Allocation Provisions | Larger settlement allocation; presumptive 100% to insured persons | Same as expiring | 50/50 default allocation | Vandermeer terms materially better for Nexford directors/officers
Priority of Payment | Individuals first, then entity | Individuals first, then entity | No priority of payment clause | Meridian gap; critical given PE-backed private company structure
Outside Directorship Coverage | Included with prior written consent | Included with prior written consent | Excluded | Relevant for sponsor-appointed directors who may sit on other Veltrano portfolio company boards
Conduct Exclusions (Fraud/Personal Profit) | Final adjudication required | Final adjudication required | Final adjudication required | Comparable
Recommended Selection | — | RECOMMENDED | Not recommended | Vandermeer renewal recommended despite slightly higher premium due to broader coverage, established claims history, and consistency with excess tower
[sheet: 1st Excess Layer Quotes]
Comparison Criteria | Incumbent — Commonwealth Indemnity Group | Quote A — Commonwealth Indemnity Group (Renewal) | Quote B — Granite Shield Insurance Company | C&H Commentary
Carrier Name | Commonwealth Indemnity Group | Commonwealth Indemnity Group | Granite Shield Insurance Company
Carrier Domicile | Pennsylvania | Pennsylvania | Massachusetts
AM Best Rating | A (Excellent), XIV | A (Excellent), XIV | A- (Excellent), XII | Commonwealth stronger rating
Policy Number | CIG-EX-2021-44210 | CIG-EX-2022 (proposed) | N/A — indicative quote
Quote Date | — | May 22, 2022 | June 3, 2022
Limits | $10,000,000 xs $10,000,000 | $10,000,000 xs $10,000,000 | $10,000,000 xs $10,000,000 | Identical
Annual Premium | $312,000 | $338,000 | $325,000 | Commonwealth renewal 8.33% increase; Granite Shield 4.17% increase
Rate-on-Line | 3.12% | 3.38% | 3.25% | Commonwealth slightly higher rate-on-line
Follow-Form Basis | Follow-form to Vandermeer primary | Follow-form to Vandermeer primary | Follow-form to Vandermeer primary | Both follow-form
Drop-Down Provision | Yes — if primary exhausted by covered loss | Yes — same terms | Yes — but limited to Side-A claims only | Granite Shield drop-down restriction is a gap; recommend Commonwealth
Prior Acts Exclusion | Broader than primary — includes matters known to any insured | Same as expiring — negotiation point per C&H gap memo | Standard | C&H recommends narrowing Commonwealth prior acts to match primary; Item #4 on renewal negotiation list
Scheduled Exclusions | None specific | None specific | Exclusion for Higgins and Consolidated Builders claims | Granite Shield scheduling pending claims as exclusions; unacceptable — these are occurrence-based PL claims but carrier concerns noted
Severability | Follow-form to primary | Follow-form to primary | No severability clause | Granite Shield lacks severability; material concern
Priority of Payment | Follow-form to primary | Follow-form to primary | Silent | Granite Shield silent on priority; Commonwealth follows primary provisions
Recommended Selection | — | RECOMMENDED | Not recommended | Commonwealth renewal recommended; continuity and broader drop-down provisions
[sheet: 2nd Excess Layer Quotes]
Comparison Criteria | Incumbent — Graystone Mutual Assurance Co. | Quote A — Graystone Mutual (Renewal) | Quote B — Northfield Excess Insurance Company | Quote C — Landmark Surplus Lines, Inc. | C&H Commentary
Carrier Name | Graystone Mutual Assurance Co. | Graystone Mutual Assurance Co. | Northfield Excess Insurance Company | Landmark Surplus Lines, Inc.
Carrier Domicile | Ohio | Ohio | New York | Texas
AM Best Rating | A- (Excellent), XII | A- (Excellent), XII | A (Excellent), XIV | A- (Excellent), XI | Northfield has strongest rating and financial size
Policy Number | GMA-EX-2021-77839 | GMA-EX-2022 (proposed) | NEI-EX-2022 (proposed) | N/A — indicative quote
Quote Date | — | May 30, 2022 | May 26, 2022 | June 8, 2022
Limits | $10,000,000 xs $20,000,000 | $10,000,000 xs $20,000,000 | $10,000,000 xs $20,000,000 | $10,000,000 xs $20,000,000 | All identical limits and attachment
Annual Premium | $198,750 | $245,000 | $221,000 | $232,500 | Graystone proposing 23.27% increase; Northfield at 11.19% increase over incumbent; Landmark at 16.98% increase
Rate-on-Line | 1.99% | 2.45% | 2.21% | 2.33% | Northfield offers middle rate-on-line with superior terms
Follow-Form Basis | Follow-form to Vandermeer primary | Follow-form to Vandermeer primary | Follow-form to Vandermeer primary | Follow-form with manuscript deviations | Landmark has manuscript deviations that create potential gaps
Drop-Down Provision | Limited drop-down | Limited drop-down | Full drop-down if underlying exhausted | No drop-down | Northfield offers superior drop-down terms vs. incumbent and competitors
Laser Exclusion for Known Regulatory Matters | Yes — added at 2021 renewal | Yes — maintained | No — clean layer, no laser exclusions | No | Northfield clean terms are an improvement over Graystone's laser exclusion
Prior Acts Coverage | Full prior acts (retroactive date: June 15, 2018 — LBO closing date) | Full prior acts from June 15, 2018 | Full prior acts from June 15, 2018 | Prior acts limited to 3 years | Landmark prior acts limitation is insufficient; eliminates it as viable option
Coordination with Side-A DIC | Silent | Silent | Explicit non-contribution with Harrington DIC | Silent | Northfield explicit coordination provision is beneficial
Definition Consistency with Primary | Materially consistent | Materially consistent | Materially consistent | Several definition deviations (Claim, Loss, Insured Person) | Landmark definition inconsistencies create gap risk
Severability | Follow-form to primary | Follow-form to primary | Follow-form to primary | Limited severability | Landmark severability provision is narrower
Priority of Payment | Follow-form to primary | Follow-form to primary | Follow-form to primary; explicit individuals-first language | Silent | Northfield explicit priority language is an improvement
Claims Handling / Cooperation | Follows primary carrier lead | Follows primary carrier lead | Follows primary carrier lead; designated claims contact | Follows primary carrier lead
Recommended Selection | — | Not recommended | RECOMMENDED — SELECTED AT BINDING | Not recommended | Northfield selected: lower premium than Graystone renewal, superior AM Best rating, removal of laser exclusion, better drop-down and DIC coordination provisions
[sheet: 3rd Excess Layer Quotes]
Comparison Criteria | Incumbent — Pinnacle Re Insurance Ltd. | Quote A — Pinnacle Re Insurance Ltd. (Renewal) | Quote B — Atlantic Reinsurance Holdings Ltd. | C&H Commentary
Carrier Name | Pinnacle Re Insurance Ltd. | Pinnacle Re Insurance Ltd. | Atlantic Reinsurance Holdings Ltd.
Carrier Domicile | Bermuda | Bermuda | Bermuda
AM Best Rating | A (Excellent), XV | A (Excellent), XV | A- (Excellent), XIII | Pinnacle Re stronger
Policy Number | PRI-EX-2021-03287 | PRI-EX-2022 (proposed) | N/A — indicative quote
Quote Date | — | May 18, 2022 | June 5, 2022
Limits | $10,000,000 xs $30,000,000 | $10,000,000 xs $30,000,000 | $10,000,000 xs $30,000,000
Annual Premium | $141,200 | $154,700 | $148,000 | Pinnacle Re renewal 9.56% increase; Atlantic 4.82% increase
Rate-on-Line | 1.41% | 1.55% | 1.48% | Atlantic slightly lower rate-on-line
Follow-Form Basis | Follow-form to Vandermeer primary | Follow-form to Vandermeer primary | Follow-form to Vandermeer primary | Both follow-form
Bermuda Arbitration Clause | Yes | Yes | Yes | Standard for Bermuda carriers; both contain this clause
Drop-Down Provision | Standard | Standard | Limited | Pinnacle Re terms slightly better
Continuity of Coverage | In place since 2019 renewal | Continuing | New relationship | Existing relationship and familiarity with Nexford risk profile is an advantage
Prior Acts Coverage | Full prior acts from June 15, 2018 | Full prior acts from June 15, 2018 | Full prior acts from June 15, 2018 | Both provide full prior acts
Severability | Follow-form to primary | Follow-form to primary | Follow-form to primary | Comparable
Claims Cooperation | Follows primary carrier lead | Follows primary carrier lead | Follows primary carrier lead
Recommended Selection | — | RECOMMENDED | Not recommended | Pinnacle Re renewal recommended; modest premium increase, continuity, stronger rating

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