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					BUPA Insurance Limited                       Quinn Direct Insurance Limited




BUPA Insurance Limited                     Quinn Direct Insurance Limited
15-19 Bloomsbury Way                       Dublin Road
London                                     Cavan
WC1A 2BA                                   Co Cavan
United Kingdom                             Ireland




14 June 2007

Dear Sir/Madam


Proposed Transfer of Insurance Business from BUPA Insurance Limited
(“BUPA”) to Quinn Direct Insurance Limited (“Quinn Direct”)


Introduction

We write further to our various letters to you over the last few months in relation to Risk
Equalisation, BUPA’s decision to close its Irish Branch (trading under the name “BUPA
Ireland”) for new business and, more recently, in regard of the arrangements that have
been put in place in connection with the purchase of BUPA Ireland by Quinn Direct and
the transfer of the associated insurance business.

By way of background to the proposed Transfer (as defined below), BUPA entered the
Irish health insurance market in 1997 and enjoyed 10 successful years conducting
business through BUPA Ireland. On 5 March 2007 Quinn Direct agreed to purchase the
book of business currently underwritten by BUPA (trading under the name BUPA Ireland)
and Quinn Direct believes that it can provide policyholders with a stable and secure home
for their health insurance going forward.

Quinn Direct forms part of the highly successful Quinn Group of companies. Quinn Direct
offers a range of general insurance products in Ireland and the UK and currently has
approximately 675,000 policyholders. Quinn Direct through its health insurance arm
Quinn Healthcare, is committed to providing market leading benefits at competitive
prices.

The sale and Transfer to Quinn Direct encompasses the entire operations in BUPA Ireland
and therefore you can be assured that the same products will be available to you and the
servicing of your policy will be carried out by the same team in Fermoy. Indeed, in order



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to meet the anticipated growth in Quinn Direct’s healthcare insurance business Quinn
Direct intends to develop a new office facility in Fermoy that will hold up to 800 staff.
We are confident, and BUPA Ireland and Quinn Direct will work hard together to ensure,
that you will be unaffected by the Transfer.

In addition, we can confirm that the terms of your policy will not be affected other than
that we have increased your benefits (at no extra charge to you) and your premium for
renewals made in 2007 will be frozen by Quinn Direct (at the same rate as applied to
your policy in 2006).

The Proposal

BUPA is a UK authorised person (as defined under Section 105 of the English Financial
Services and Markets Act 2000 (the “Act”)), with permission to effect and carry out
contracts of insurance in Classes 1, 2, 7, 9, 13, 16, 17 and 18 in the United Kingdom and
Classes 1, 2 and 16 in Ireland. Because BUPA is authorised in the UK, and because of
both BUPA and Quinn Direct's wish to ensure that the Transfer (as defined below) be
implemented without major upheaval and within a relatively short time frame, it was
decided that the High Court of Justice in London (the “High Court”) would be the most
appropriate forum for the Transfer to be heard.

The proposed transfer of the health insurance business of BUPA (as carried out by its
Irish branch office, “BUPA Ireland”) to Quinn Direct (the “Transfer”) must comply with
certain legal and regulatory requirements, particularly the provisions of Part VII of the
Act. The Transfer will be carried out under an insurance business transfer scheme (the
“Scheme”) which is required pursuant to the Act. A summary of the Scheme is set out
in Schedule 2 to this letter. For the Scheme to take effect, the procedure set out in Part
VII of the Act must be followed. This requires obtaining an order approving the Transfer
from the High Court.

BUPA has made an application for this order to the High Court which is due to be heard
on 30 July 2007. Subject to the approval of the High Court, the Transfer is expected to
be effective from 11.59pm GMT on 31 July 2007.

The Effects of the Transfer on Policyholders

When the Scheme becomes effective, Quinn Direct will replace BUPA as the insurer for
your health insurance policy. There will be no other change to the terms and conditions
of these policies (save for the increased benefits mentioned above) and the same people,
systems, processes and contact details associated with your policy will remain unchanged
during and immediately after the Transfer. If you have made a claim on your policy, this
will continue to be handled in the same manner as before the Transfer. For the
avoidance of doubt, BUPA will continue to be liable for claims which arise before 31 July
2007 (the proposed Effective Date of the Scheme) and Quinn Direct will be liable for
claims arising after such date (subject to the approval of the Transfer by the English High
Court - if this approval is not obtained, the Transfer will not take place and the liability
for, and handling of, the policies will remain with BUPA).

The Scheme has been designed to ensure that the interests of all policyholders are fully
safeguarded. The laws and regulations governing the Transfer require an independent
expert, whose appointment has been approved by the United Kingdom’s Financial
Services Authority (the “FSA”), to review the Scheme to ensure that the risk of any
policyholder being adversely affected by the proposed Transfer is sufficiently remote for
it to be appropriate to proceed with the Transfer. Stuart Shepley of Grant Thornton UK
LLP has been appointed as the Independent Expert in relation to this Transfer and he has
produced a report that confirms that it is remote that any of the three different groups of
policyholders (i.e. the policyholders remaining with BUPA, policyholders of BUPA whose



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policies are to be transferred pursuant to the Scheme and Quinn Direct’s current
policyholders) will be adversely affected by the proposed Transfer. Stuart Shepley has
provided a summary of his report, which is provided at Schedule 3 to this letter.

The application is set to be heard before the High Court (Companies Court) Judge at the
Royal Courts of Justice, Strand, London WC2A 2LL on 30 July 2007 (the “Application”)

You do not need to take any action, however, if you are the principal policyholder or
main point of contact under a BUPA policy for a family we would ask that you pass on a
copy of this letter to each of the people covered under your policy (as appropriate).
Additional copies of this letter can be obtained free of charge from both the BUPA
website at www.bupa.com/irishbranchtransfer and the Quinn website at www.Quinn-
Healthcare.com/transfer, and/or from Berwin Leighton Paisner LLP at the address noted
below.

In addition, any person who believes that he or she would be adversely affected by the
carrying out of the Transfer is entitled to be heard (in person or by legal representative)
by the High Court at the hearing of the Application. Any person who intends to do so,
and any policyholder of BUPA or Quinn Direct who dissents from the Scheme but does
not intend to appear at the hearing, is requested to notify his or her objections as soon
as possible, and in any event before 28 July 2007 to either: Margaret Stack, A & L
Goodbody, International Financial Services Centre, North Wall Quay, Dublin 1; or by
telephone to: (within the Republic of Ireland) - 025 421 21/(from outside the Republic of
Ireland) - +353 (0) 25 421 21; or by email to BUPA.irishtransfer@blplaw.com. If the
High Court gives its approval to the Application, there will be no further opportunity to
raise any objections to the Transfer.

Further information

Copies of Stuart Shepley’s report on the Scheme are available on the BUPA website at
www.bupa.com/irishbranchtransfer      and    the    Quinn     website   www.Quinn-
Healthcare.com/transfer. Copies can also be obtained free of charge from Berwin
Leighton Paisner LLP, c/o Pollyanna Deane, Adelaide House, London Bridge, London
EC4R 9HA. A number of questions and answers follows, which provide further
information.

Yours faithfully



Fergus Kee                                          Colin Morgan
Director                                            Director
for and on behalf of                                for and on behalf of
BUPA Insurance Limited                              Quinn Direct Insurance Limited




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                                SCHEDULE 1
                  ANSWERS TO FREQUENTLY ASKED QUESTIONS


What is proposed?

A transfer of all the health insurance business underwritten by the Irish branch of BUPA
Insurance Limited to Quinn Direct. The Transfer will be effected as an insurance
business transfer as set out in Part VII of the Financial Services and Markets Act 2000.

When will the proposal become effective?

Subject to approval by the High Court, the proposed Transfer is expected to become
effective at 11.59pm GMT on 31 July 2007 (the “Effective Date”). The High Court will
only approve that application if the independent expert has confirmed he is happy that
the risk of policyholders being adversely affected is remote.

What other factors (if any) will the High Court take into consideration?

The High Court will also take into consideration the views of BUPA or Quinn Direct
policyholders and others including, as appropriate, their employees, the FSA and the Irish
Financial Services Regulatory Authority when considering the proposed Transfer.

What will happen to insurance policies issued by BUPA?

On the approval of the High Court, all the existing health insurance policies underwritten
by the Irish branch of BUPA Insurance Limited will be transferred to Quinn Direct. BUPA
will remain financially responsible for all claims which relate to treatment, goods or
services received before the Effective Date (or which relate to an in-patient stay
which commenced before the Effective Date) and Quinn Direct will become financially
responsible for all claims which relate to treatment, goods or services received after
the Effective Date (or relates to an in-patient stay which commenced after the Effective
Date).

Policyholders should not notice any change in the administration of their policies as a
result of the Transfer.

What will happen to my claim, where I have made a claim prior to the
Effective Date, under my BUPA policy?

At the moment BUPA Ireland, which is now owned by Quinn Direct, is handling your
claim but BUPA remain financially responsible for payment.

If the High Court approves the Transfer, then following the Effective Date, all claims
which relate to treatment, goods or services received before the Effective Date (or which
relate to an in-patient stay which commenced before the Effective Date) will continue to
be handled by BUPA Ireland, but BUPA will be financially responsible for payment.

If your claim relates to treatment, goods or services received after the Effective Date (or
relates to an in-patient stay which commenced after the Effective Date) then, if the High
Court approves the Transfer, your claim will pass to Quinn Direct. In practical terms this
will mean that BUPA Ireland will still handle your claim, but Quinn Direct will be
financially responsible for payment.




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As a policyholder do I need to take any action?

No, unless you object to the proposed Transfer. You only need to take action if you
consider that you will be adversely affected by the proposed Transfer and wish to object
to the Transfer taking place (save that, as noted above, we have asked that if you are
the principal policyholder or main point of contact under a BUPA policy for a family we
would ask that you pass on a copy of this letter to each of the people covered under your
policy).

The letter to policyholders sets out how objections can be made.

What will happen to the Quinn Direct policies?

They will continue to be insured by Quinn Direct and their terms will not be affected by
the Scheme.

What will happen if the High Court does not approve the Transfer?

If the High Court does not approve the Transfer, the liabilities under, and obligation to
operate, the existing BUPA Ireland policies will remain with BUPA. Any policies taken out
or renewed with Quinn Direct are already the responsibility of Quinn Direct and will
continue on the basis described above.




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                              SCHEDULE 2
                   SUMMARY OF THE SCHEME OF TRANSFER


Introduction

1       The Scheme transfers the health insurance business underwritten by BUPA's
        Irish Branch to Quinn Direct, which, if the High Court grants the order
        sanctioning the Scheme, will come into effect on the Effective Date.

Summary of the Scheme

2       Save as noted below, on the Effective Date, all the existing health insurance
        policies and liabilities underwritten by BUPA's Irish Branch will be transferred to
        Quinn Direct. Apart from the substitution of Quinn Direct for BUPA, the terms
        of all BUPA’s policies will remain the same.

3       It may not be legally possible to transfer on the Effective Date some of the
        assets or liabilities of BUPA that are intended to pass to Quinn Direct under the
        Scheme. Special arrangements will be made under the Scheme so that as far
        as possible these assets and liabilities can be treated as if they had been
        transferred on the Effective Date.

4       In addition, it may be that the High Court declines to order the transfer of
        certain assets and liabilities under the Scheme. If this occurs, special
        arrangements in the Scheme will operate so that these assets and liabilities will
        remain the exclusive property and responsibility of BUPA.

5       All premiums and other payments referable to the transferred policies will be
        payable to and receivable by Quinn Direct, and Quinn Direct will indemnify
        BUPA where necessary.

6       From the Effective Date any proceedings which are pending or current by or
        against BUPA will thereafter be continued by or against Quinn Direct save that
        any rights and/or claims and/or liabilities of BUPA relating to the proceedings
        brought by it against the Irish Health Insurance Authority (relating to the
        annulment of a Community decision on the necessity and proportionality of
        RES) will remain with BUPA.

7       The costs and expenses of and incidental to the preparation and carrying into
        effect of the Scheme will be paid by BUPA and Quinn Direct equally.




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                              SCHEDULE 3
                  SUMMARY OF THE INDEPENDENT EXPERT’S REPORT

Introduction

1       This document provides a summary of a report that I have prepared, being
        nominated by BUPA Insurance Limited ("BUPA") and Quinn Direct Insurance
        Limited ("Quinn Direct") and approved by the FSA as an Independent Expert
        to report on the Transfer.

2       The Independent Expert's Report is required under Section 109 of the Financial
        Services and Markets Act 2000 in order that the Court may properly assess the
        impact of the proposed Scheme. It describes the proposed transfer of
        business under the Scheme and discusses its possible effects on all affected
        policyholders, including effects on security and levels of service.

3       I have been provided with access to sufficient information to assess the
        proposals under the Scheme and have had sufficient discussions with the
        relevant members of staff to understand the potential impact of the proposals
        on policyholders of BUPA and Quinn Direct. Section 2 of this document
        contains a description of the Scheme so I have not included one in this
        summary, although I confirm that the description provided earlier in this
        document is consistent with my understanding of the Scheme. My summary of
        the Independent Expert's Report below focuses on policyholder security and
        the likely effect of the Scheme on policyholders of BUPA and Quinn Direct.

Effect of the Scheme on policyholders

4       I have considered the likely effects of the Scheme on the security of (i)
        policyholders remaining with BUPA, (ii) policyholders of BUPA whose policies
        are to be transferred and (iii) current policyholders of Quinn Direct, by
        comparing their position if the Scheme were or were not implemented and
        conclude on balance, taking all the relevant factors into account, that it is
        remote that any of the three different groups of policyholders will be adversely
        affected by the proposed Transfer.

Approach and Findings

5       The approach I adopted was to undertake a review of the financial and non-
        financial aspects of the proposed Transfer and evaluate the likely effect on
        security for the three groups of policyholders affected.

Effect of Transfer on Policyholders remaining with BUPA

6       There are two main factors which lead me to conclude that, on balance, it is
        my opinion that it is remote that the policyholders remaining with BUPA will be
        adversely affected by the proposed Transfer.

7       Firstly, the gross reserves (and corresponding assets) of the transferring
        business amount to €78.2 million as at 31 December 2006, which represents
        5.3% of the gross reserves of BUPA. Hence, the solvency of BUPA's balance
        sheet is not likely to be influenced adversely by the proposed Transfer.

8       Secondly, the transferring portfolio is currently unprofitable and has been for a
        number of years as a result of payments due under the Risk Equalisation
        Scheme, and the future application of the Risk Equalisation Scheme remains
        uncertain.



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Effect of Transfer on Policyholders of BUPA whose policies are to be
transferred

9        Quinn Direct is a rapidly growing and profitable insurance company, generating
         strong net earnings and the projections provided by Quinn Direct suggest that
         this will continue in the future. Uncertainty remains about the future
         application of the Risk Equalisation Scheme, however the most recent changes
         announced at the end of April 2007 imply a reduction in the size of the
         payments under the Risk Equalisation Scheme relating to the transferring
         portfolio and health insurance in general for Quinn Direct. However, this may
         not remain the case in the future.

10       In order to consider the implication of the proposed Transfer on the
         policyholders of BUPA whose policies are to be transferred I have undertaken
         some financial analysis. In this analysis I have considered a number of
         potential adverse scenarios based on the key risks I believe Quinn Direct may
         face in the future. In addition to modelling scenarios individually, I have also
         considered more extreme scenarios where more than one adverse event
         occurs at the same time.

11       Given that the period of run-off for the transferring policies is short and will be
         materially complete within three years, my financial analysis has covered a five
         year period.

12       Based on this analysis, I anticipate that even in the remote circumstance that a
         number of the adverse events I have considered occur together Quinn Direct's
         capital would still be in excess of the statutory solvency level over the five year
         period considered.

13       In addition, the proposed Transfer provides a mechanism for the transferring
         policyholders to renew their insurance cover with Quinn Direct in a seamless
         manner. Furthermore, the day-to-day administration of the transferring
         policies will be unaffected by the proposed Transfer.

14       For these reasons, it is my opinion that it is remote that the policyholders of
         BUPA whose policies are to be transferred will be adversely affected by the
         proposed Transfer.

Effect of Transfer on current Policyholders of Quinn Direct

15       My financial analysis has included the current policyholders of Quinn Direct,
         inclusive of the health insurance business that Quinn Direct has recently
         commenced writing separate from the proposed Transfer. From this analysis it
         is clear that there is likely to be a marginal reduction in profitability in the short
         term due to the inclusion of the transferred business. However, the strong net
         earnings generation of the Quinn Direct business model to a significant extent
         insulates the current policyholders of Quinn Direct from any negative impact of
         the transferring business.

16       For these reasons, it is my opinion that it is remote that the current
         policyholders of Quinn Direct will be adversely affected by the proposed
         Transfer.

Costs of the Scheme




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17      The cost and expenses of and incidental to the preparation and carrying into
        effect of the Scheme will be paid equally by BUPA and Quinn Direct.

Conclusion

18      In summary, on balance, it is my opinion, taking all the relevant factors into
        account, that it is remote that any of the three different groups of
        policyholders will be adversely affected by the proposed Transfer.


Stuart Shepley
5 June 2007




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