PPM America, Inc.

225 West Wacker Dr., Suite 1200

Chicago, IL 60606

312-634-2500

Your Retention Period begins on Thursday, October 15, 2020 and will continue until your separation, which is anticipated to occur on or around May 1, 2021 (your Separation Date), as business needs dictate. PPM will provide you with at least 30 days prior written notice of your actual Separation Date and reserves the right to change your Separation Date in its sole discretion. If PPM elects to accelerate your Separation Date to a date before the last day of your Retention Period, we will notify you in writing 30 days in advance of the amended Separation Date. If your Retention Period ends sooner than the date set forth in this letter, you will still receive the full Separation Payment as if you worked the entire Retention Period, provided you satisfy the other conditions of the letter and the terms of the Separation Agreement; however, your existing base salary will only be paid through your Separation Date and your benefits will be effective through the end of the month in which your Separation Date occurs.

During the Retention Period, you will continue to receive your current base salary and remain eligible for the benefits currently available to you as an employee supporting PPM’s business. This letter does not modify your current base salary or any other compensation or benefit plan for which you are eligible or in which you currently participate.

In recognition of your past and continued service to PPM through your Separation Date, and subject to the satisfaction of the requirements set forth in this letter and the terms of the attached Separation Agreement, you will receive: (a) a payment the sum of an amount equal to eighteen (18) months of Associate’s adjusted annual cash compensation (measured as 18 months of current base salary, or $787,500, plus 1.5 times 90% of Associate’s 2019 annual incentive bonus, or $3,814,493), in this case $4,601,993; (b) a payment equal to the cost of approximately eighteen (18) months of COBRA coverage, in this case $19,538, (c) a 2020 bonus payment (on or around March 15, 2021, provided you are still employed by PPM on that date); and (d) an additional payment equal to the 2020 bonus payment received by you on or around March 15, 2021, prorated for your calendar year employment up to the Date of Separation (Separation Payment). The Separation Payment will be paid in a lump sum, less required taxes and withholdings, within 30 days after the effective date of the Separation Agreement, as defined within the Separation Agreement. To be eligible for the Separation Payment, you must sign and not revoke a Separation Agreement that includes a release of all

Remain continuously employed and support PPM’s business through either (a) the last day of your Retention Period; or (b) any date earlier than the last day of the Retention Period in the event that PPM, in its sole discretion, elects to end your employment before the last day of your Retention Period;

Support PPM through your Separation Date and satisfy the Company’s conduct and performance expectations as determined by PPM in its sole discretion; and

Timely sign and do not revoke PPM’s Separation Agreement.

You accept another role within PPM or any of its affiliates before the end of the Retention Period;

You voluntarily terminate your employment with PPM before your Separation Date; or

PPM terminates your employment for failing to satisfy the Company’s performance or conduct standards, as determined by PPM in its sole discretion, before your Separation Date.

Outstanding awards under the Prudential Long Term Incentive Plan (PLTIP) will be administered in accordance with Section 10.2(d) of the PLTIP which provides for a pro-rata portion of each outstanding award to vest in the future based on the proportion of each performance period worked through your Separation Date and subject to requisite conduct and performance requirements applicable to each award. Distribution of PLTIP awards will occur in the normal course at the time of the future vesting of such pro-rata portion PLTIP awards. Additional PLTIP awards will not be granted between now and your Separation Date.

Outstanding awards under the PPM America, Inc. Performance Incentive Award Plan (PIA) will be administered in accordance with Section 7.3 of the PIA document which provides for payment of the full award if it was granted a year or more prior to your Separation Date. Outstanding awards that were granted less than a year prior to your Separation Date will lapse.

If your separation is due to death or disability (as determined by MetLife, our Long-Term Disability provider), management, in its sole discretion, may elect to pay you a pro-rated amount of your original Separation Payment.

Your continued employment remains at will and you are expected during your Retention Period to satisfy current conduct and performance expectations.

Andrew J. Bowden

Executive Vice President and General Counsel

Jackson Holdings LLC

PPM America, Inc.

225 West Wacker Dr., Suite 1200

Chicago, IL 60606

312-634-2500

support PPM through Associate’s Separation Date and satisfy PPM’s attendance, conduct, and performance expectations as determined by PPM in its sole discretion;

timely sign, and not revoke, this Agreement.

under the Age Discrimination in Employment Act of 1967 (“ADEA”), 42 U.S.C. §§621-634, as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”); and Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq; the Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001, et seq.; the Americans With Disabilities Act of 1990, as amended; the Family and Medical Leave Act; the Equal Pay Act; the Workers Adjustment and Retraining Notification Act; the Fair Labor Standards Act; the Families First Coronavirus Response Act; the Occupational Safety and Health Act; the Fair Credit Reporting Act; the National Labor Relations Act; the Genetic Information Nondiscrimination Act; and any claims or rights arising under the state statutes, laws, and/or regulations identified in this Agreement.

under the Illinois Human Rights Act, the Illinois Equal Wage Act, the Illinois Minimum Wage Law, the Illinois Right to Privacy in the Workplace Act, the Illinois Biometric Information Privacy Act; the Illinois Genetic Privacy Act, the Illinois Nursing Mothers in the Workplace Act, the Illinois School Visitation Rights Act, the Illinois AIDS Confidentiality Act, the Illinois Adjustment and Retraining Notification Act, the Illinois Victims’ Economic Security and Safety Act, the Illinois Family Military Leave Act, if applicable, Illinois WARN Laws, the Illinois Workplace Transparency Act, the Illinois Occupational Safety and Health Act, and the Illinois Constitution, all as amended.

for any award of money, personal or equitable relief that by law or regulation, or otherwise, Associate might pursue or be awarded in any forum, including but not limited to the U.S. Equal Employment Opportunity Commission (“EEOC”) or any federal or state fair employment practice agency.

Associate warrants and represents that Associate has not filed any action, claim, charge, or complaint against PPM with any local, state, or federal agency, in any court, or before an arbitrator. Associate agrees not to file or initiate a lawsuit in any court or initiate an arbitration proceeding asserting any of the claims released by this Agreement. Associate also agrees to waive any right to bring, maintain, or participate in a class action, collective action, or representative action against PPM to the fullest extent permitted by law. Associate agrees that he/she may not serve as a representative of a class action, collective action, or representative action, may not participate as a member of a class action, collective action, or representative action, and may not recover any relief from a class action, collective action, or representative action. Associate further agrees that if he/she is

a payment equal to eighteen (18) months of Associate’s adjusted annual cash compensation (measured as 18 months of current base salary of $525,000, or $787,500, plus 1.5 times 90% of Associate’s 2019 annual incentive bonus of $2,825,550, or $3,814,493), in this case $4,601,993.

a 2020 bonus payment on or around March 15, 2021 (provided you are employed by PPM on that date).

an additional payment equal to the 2020 bonus payment received by you on or around March 15, 2021, prorated for your calendar year employment up to the Date of Separation.

a payment equal to the cost of approximately twelve (12) months of COBRA insurance coverage, in this case $19,538.

Prudential Long-Term Incentive Plan (“PLTIP”) awards granted to Associate in 2019 and 2020 will be pro-rated based on service through the Separation Date and shall vest and settle in the normal course in 2022 and 2023. Notwithstanding the foregoing, payment of all PLTIP awards described in this Paragraph 7.e shall be subject, among other conditions provided by the PLTIP, to achievement of performance metrics as well as any change in such performance conditions resulting from the demerger of M&G Prudential from Prudential plc as otherwise provided by the PLTIP plan document, notwithstanding that Associate’s employment terminated before these awards otherwise would vest. In relation to any changes in performance metrics related to the demerger, or otherwise, awards will be treated in the same way as those held by Associate’s peers.

PPM America, Inc. Performance Incentive Award Plan (PIA) awards granted to Associate in 2018 and 2019 will retain their full value and settle in the normal course in 2021 and 2022. The PIA award that was granted to Associate in 2020 will lapse completely in accordance with Section 7.3 of the PIA document since Associate’s termination date is less than a year following the grant date. Notwithstanding the foregoing, payment of the 2018 and 2019 PIA awards described in this Paragraph 7.f shall be subject, among other conditions provided by the PIA, to achievement of performance conditions as determined by the PPM America Remuneration Committee. Associate shall not receive any additional PIA grants for 2021 or for any period after the date this Agreement is executed.

Except as provided by Paragraph 12c of this Agreement, Associate shall not disparage or denigrate PPM, its officers, directors, or employees or the officers, directors, or employees of its parent(s), subsidiaries, or affiliated companies, or PPM’s products or services, in any

Except as provided by Paragraph 12c of this Agreement, Associate neither shall disclose, nor participate in public discussion of, PPM-related information, regardless of whether PPM considers the information confidential, that Associate acquired by virtue of Associate’s employment with PPM.

Nothing in this Paragraph 12 shall preclude Associate from lawfully (i) communicating with, cooperating with, providing information to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Associate individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities, or as otherwise permitted by law; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. However, Associate is waiving any and all rights to receive individual monetary relief resulting from such claims, regardless of whether Associate or another party has filed them, and in the event Associate obtains such monetary relief, PPM will be entitled to an offset for the payments made pursuant to this Agreement and Release, except where such limitations are prohibited as a matter of law (e.g., under the Sarbanes-Oxley Act of 2002, 18 U.S.C.A. §§ 1514A). Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Associate shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a U.S. Federal, State or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require Associate to obtain prior authorization from PPM before engaging in any conduct described in this paragraph, or to notify PPM that Associate has engaged in any such conduct.

At no time prior to the eighteen-month anniversary of the Separation Date will Associate, directly or indirectly, solicit, induce, encourage, or in any other manner persuade or attempt to persuade, any person who, in the 6 months preceding the solicitation, served as a director, officer, employee, consultant, independent contractor, agent or representative of PPM: (i) to apply for or accept any employment, engagement or other business relationship with any Competitive Business ; or (ii) to discontinue or alter his, her or its respective employment, engagement, or other business relationship with PPM.

At no time prior to the eighteen-month anniversary of the Separation Date will Associate, directly or indirectly, solicit, induce, encourage, or in any other manner persuade or attempt to persuade, any customer (as defined below) of PPM (i) to conduct business with any Competitive Business or (ii) to discontinue or alter his, her, or its business relationship with PPM.

Except as otherwise provided in Paragraphs 23a.i. and 23a.ii. of this Agreement or as permitted by Paragraph 12c of this Agreement (i) all discussions between PPM and Associate regarding PPM’s offer of the Agreement and the terms of the proposed Agreement, are confidential, and (ii) Associate shall not directly or indirectly disclose the discussions between PPM and Associate regarding PPM’s offer of the Agreement and the existence or terms of the Agreement to any third person. Notwithstanding this obligation of confidentiality, Associate may disclose:

the existence of this Agreement as necessary to implement its terms, secure its enforcement, as compelled by a court order, or to Associate’s spouse, attorneys, accountants, or other professional advisors; and

the terms of Paragraph 21 to any employer considering Associate for employment.

Associate may not accept, sign, date or return this Agreement before Associate’s Separation Date.

Consistent with federal laws protecting persons from age discrimination, including the ADEA as amended by the OWBPA:

PPM hereby advises Associate to consult with an attorney prior to signing and returning this Agreement;

Understanding that Associate may not sign this Agreement prior to Associate’s Separation Date, Associate shall have until 11:59 p.m. Eastern time on the date forty-five (45) days after the Separation Date to accept and sign the Agreement, and to deliver the Agreement as provided in Paragraph 22.d of this Agreement; and

should Associate timely accept and sign the Agreement, Associate thereafter shall have seven (7) days to revoke Associate’s acceptance.

No deadline provided in this Paragraph of this Agreement shall be extended because of any change to any of the terms, material or otherwise, of the Agreement as initially or subsequently presented to Associate. Changes to this Agreement, whether material or immaterial, do not restart the running of Associate’s 45-day consideration period.

In the event Associate elects to ACCEPT this Agreement, Associate must deliver the Agreement, signed, dated and initialed where indicated, to Bob Boles, SVP, Human Resources. This Agreement may be executed in counterparts, including facsimile transmissions and/or electronic signatures, each of which shall be deemed an original against any party whose signature appears on such counterpart and all of which together shall constitute one and the same Agreement. The parties agree that signatures exchanged via facsimile or electronic mail shall be binding to the same extent as if original signatures were exchanged.

In the event Associate elects to REVOKE Associate’s acceptance of this Agreement, Associate must communicate that decision to Bob Boles, SVP, Human Resources.

Mark Mandich