Resolution for Winding-up

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

Resolution of

THE WARWICK INSURANCE COMPANY LIMITED

Company Number: 298449

Passed: 8th July, 2002.

At an Extraordinary General Meeting of the above-named Company, duly convened and held at Valiant House, 4/10 Heneage Lane, London EC3A 5DQ, on 8th July 2002, the following resolutions were passed: number 1 as a Special Resolution and number 2 as an Ordinary Resolution.

Resolutions

1. “That the company be wound up voluntarily.”

2. “That Tony McMahon and John Wardrop of KPMG, 8 Salisbury Square, London EC4Y 8BB, be and are hereby appointed Liquidators for the purpose of such winding-up and that any power conferred on them by the company or by law be exercisable by them jointly or by either of them alone.”

Dated: 8th July, 2002.

S. R. Merrett, Chairman.