FOX PAINE & COMPANY, LLC

Exhibit 10.3

FOX XXXXX & COMPANY, LLC

0000 Xxxxxxx xx xxx Xxxxxx, Xxxxx 000

Xxxxx Xxxx, Xxxxxxxxxx 00000

November 7, 2016

GLOBAL INDEMNITY PLC

00/00 Xxxxx Xxxx Xxxx

Xxxxxx 0, Xxxxxxx

Ladies and Gentlemen:

We refer to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “Management Agreement”) by and between Global Indemnity (Cayman) Limited (“GBLI Cayman”) and Fox Xxxxx & Company, LLC, a Delaware limited liability company (“Fox Xxxxx”). Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to such terms in the Management Agreement. Global Indemnity plc, a company organized in Ireland (the “Company”) has provided notice to Fox Xxxxx that it intends to enter into a series of transactions to change its holding company from an entity incorporated in Ireland to an entity incorporated in the Cayman Islands, Global Indemnity Limited (“New GBLI Parent”), pursuant to a scheme of arrangement under Irish law (the “Redomestication”).

Fox Xxxxx, the Company, New GBLI Parent and GBLI Cayman hereby acknowledge and agree that: (i) Fox Xxxxx will be owed a fee in connection with the Redomestication for the provision of Advisory Services to the Company, and (ii) Fox Xxxxx may be entitled to a fee if the Redomestication constitutes a Change of Control (together, the “Payments”). Fox Xxxxx hereby waives any right to such Payments in connection with the Redomestication and confirms and acknowledges that no Payments will be owed or made to Fox Xxxxx pursuant to the Management Agreement in connection with the Redomestication.

Effective upon the later to occur of (a) the registration of the Scheme Sanction Order in the Companies Registration Office and (b) the date of effectiveness of the Redomestication provided in the Scheme Sanction Order (the later to occur of (a) and (b), the “Closing”), (i) GBLI Cayman hereby assigns to New GBLI Parent, and New GBLI Parent hereby assumes and accepts, the Management Agreement and all rights and obligations of GBLI Cayman thereunder and (ii) Fox Xxxxx consents to such assignment and assumption. For the avoidance of doubt, the assignment and assumption of the Management Agreement pursuant to this letter shall not be effective unless and until the occurrence of the Closing.

The matters covered hereunder shall in no way prejudice the treatment of any future transactions under the Management Agreement, regardless of any apparent similarities between the Redomestication and any such future transactions. Other than with respect to the matters covered hereunder, this letter does not otherwise affect the rights of Fox Xxxxx or any other party under the Management Agreement and all rights of the parties under the Management Agreement shall continue in full force and effect.

FOX XXXXX & COMPANY, LLC

By:		/s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Chief Executive

Agreed and Acknowledged:

				GLOBAL INDEMNITY PLC
				By:		/s/ Xxxxxx X. XxXxxxxx
				Name: Xxxxxx X. XxXxxxxx
				Title: Chief Financial Officer
				GLOBAL INDEMNITY (CAYMAN) LIMITED
				By:		/s/ Xxxxxx X. XxXxxxxx
				Name: Xxxxxx X. XxXxxxxx
				Title: Director
				GLOBAL INDEMNITY LIMITED
				By:		/s/ Xxxxxx X. XxXxxxxx
				Name: Xxxxxx X. XxXxxxxx
				Title: Chief Financial Officer