INVESTMENT AGREEMENT

Exhibit 10.1

EXECUTION COPY

INVESTMENT AGREEMENT

dated as of December 10, 2007

between

MBIA INC.

and

WARBURG PINCUS PRIVATE EQUITY X, L.P.

TABLE OF CONTENTS

-i-

-ii-

LIST OF EXHIBITS

-iii-

INDEX OF DEFINED TERMS

-iv-

-v-

-vi-

INVESTMENT AGREEMENT , dated as of December 10, 2007 (this “ Agreement ”), between MBIA Inc., a Connecticut corporation (the “ Company ”), and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (the “ Investor ”).

RECITALS:

A. The Investment . The Company intends to sell to the Investor, and the Investor intends to purchase from the Company, as an investment in the Company, the securities as described herein. The securities to be purchased at the Closing (as defined below) are:

(1) shares of Common Stock, par value $1.00 per share, of the Company (the “ Common Stock ” or “ Common Shares ”);

(2) warrant (the “ Warrant ”) to purchase shares of Common Stock; and

(3) warrant (the “ B-Warrant, ” together with the Warrant, the “ Warrants ”) exercisable for certain consideration set forth therein.

B. The Securities . The term “ Securities ” refers collectively to (1) the shares of Common Stock and the Warrants purchased under this Agreement, and (2) any securities (including shares of Common Stock into which any of the foregoing are converted, exchanged or exercised in accordance with the terms thereof and of this Agreement). When purchased, the Warrant will be evidenced by a certificate substantially in the form attached as Exhibit A (the “ Warrant Certificate ”). When purchased, the B-Warrant will be evidenced by a certificate substantially in the form attached as Exhibit B (the “ B-Warrant Certificate ,” together with the Warrant Certificate, the “ Warrant Certificates ”).

C. Transaction Documents . The term “ Transaction Documents ” refers collectively to this Agreement, the Warrant Certificates and the Voting Trust Agreement (as defined below).

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

Purchase; Closings

1.1 Purchase . On the terms and subject to the conditions set forth herein, the Investor will purchase from the Company, and the Company will sell to the Investor the Securities as set forth in Section 1.2.

1.2 Closings . The transactions contemplated hereby will occur over one or two closings. The shares of Common Stock and the Warrants to be issued pursuant to this Agreement will have been duly authorized by all necessary corporate action. The shares of Common Stock and the Warrants will be validly issued, fully paid and nonassessable, will not

subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company. Not less than 16,129,032 shares of Common Stock shall be duly reserved for issuance upon the conversion of the Warrants. When issued upon the conversion of the Warrants, such shares of Common Stock will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

(a) Closing .

(1) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing (the “ Closing ”) shall occur as promptly as practicable but in no event later than the third business day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions set forth in this Agreement to the Closing (other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment of those conditions), at the offices of Wachtell, Lipton, Rosen & Katz located at 51 West 52nd Street, New York, New York 10019 or such other location as agreed by the parties. The date of the Closing is referred to as the “ Closing Date .”

(2) Subject to the satisfaction or waiver of the conditions to the Closing in Section 1.2(a)(3), at the Closing, the Company will deliver to the Investor (A) certificates representing 16,129,032 shares of Common Stock, one or more certificates representing the Warrant exercisable to purchase 8,698,920 shares of Common Stock, and one or more certificates representing the B-Warrant, upon obtaining certain approvals, exercisable to purchase 7,430,112 shares of Common Stock against (B) payment therefor by wire transfer of immediately available United States funds to a bank account designated by the Company for an aggregate purchase price of $500,000,000; provided that, up to 9,949,622 shares of Common Stock may be placed into a voting trust pursuant to a voting trust agreement substantially in the form attached to this Agreement as Exhibit C (the “ Voting Trust Agreement ”) (subject to such changes as may be occasioned by discussions with relevant regulators and as may be mutually agreeable to the parties) (for the avoidance of doubt, for purposes of this Agreement, the Investor shall be considered the beneficial owner of any such Securities placed into the voting trust), until the receipt of the Previously Disclosed regulatory approvals set forth on Schedule 1.2(a)(2) (the “ Insurance Regulatory Approvals ”); provided , further , that at the Investor’s option, prior to the Closing, the Investor may designate that part of the Warrant be purchased as B-Warrant (to the extent reasonably necessary for regulatory purposes). The parties shall agree within 120 days of the date of this Agreement upon the allocation of the aggregate purchase price between the aggregate shares of Common Stock and the aggregate Warrants; provided that if the parties shall not agree to an allocation within such 120 day period, the Company and the Investor shall select an independent third party expert in such matters to determine the allocation, and such determination shall be binding. The parties agree to take no position inconsistent with such allocation for Tax or accounting purposes, except as required by a determination as defined in Section 1313(a) of the Code.

-2-

(3) Closing Conditions . (A) The respective obligation of each of the Investor and the Company to consummate the Closing is subject to the fulfillment or written waiver by the Investor and the Company prior to the Closing of the following conditions:

(i) all approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“ HSR Act ”) or competition or merger control laws of other jurisdictions, required to consummate the Closing shall have been obtained or made and shall be in full force and effect;

(ii) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Closing or shall prohibit or restrict the Investor or its Affiliates from owning or voting any Securities (other than such Securities as may be held in the voting trust while held in such trust) and no lawsuit has been commenced by a Governmental Entity seeking to effect any of the foregoing;

(iii) all Insurance Regulatory Approvals required to consummate the Closing shall have been obtained or made and shall be in full force and effect, or the Investor and the Company shall have entered into mutually agreed alternative arrangements (such as the delivery of Securities into a voting trust) permitting the Closing to occur pending receipt of Insurance Regulatory Approvals; and

(iv) the shares of Common Stock to be issued in the Closing pursuant to this Agreement and the shares of Common Stock reserved for issuance pursuant to the conversion of the Warrants (in the case of the B-Warrant, following the approval of the stockholders pursuant to Section 3.1(b)) shall have been authorized for listing on the New York Stock Exchange or such other market on which the Common Stock is then listed or quoted, subject to official notice of issuance.

(B) The obligation of the Investor to consummate the Closing is also subject to the fulfillment or written waiver prior to the Closing of each of the following conditions:

(i) the Board of Directors shall have amended the Company’s by-laws in accordance with Section 8.01 of the Company’s by-laws to permit the expansion of the Board of Directors contemplated by Section 4.4(a);

(ii) the Company shall have taken the actions set forth on Schedule 1.2(a)(3)(B)(ii); and

(iii) the Company has performed in all material respects all obligations required to be performed by it at or prior to Closing under Section 3.1, 3.2, 3.3(a), 3.5 (other than Section 3.5(b)), 4.1(b), 4.4(a) and 4.7 of this Agreement.

(C) The obligation of the Company to consummate the Closing is also subject to the fulfillment or written waiver prior to the Closing of the following condition: the Investor has performed in all material respects all obligations required to be performed by it at or prior to Closing under Sections 3.1 and 3.3 of this Agreement.

-3-

(b) Rights Offering Closing .

(1) If the Investor shall purchase any shares of Common Stock in the Rights Offering pursuant to Section 4.10, then, the closing (the “ Rights Offering Closing ”) shall occur, subject to the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions set forth in this Agreement to the Rights Offering Closing (other than those conditions that by their nature are to be satisfied at the Rights Offering Closing, but subject to fulfillment of those conditions), at the offices of Wachtell, Lipton, Rosen & Katz located at 51 West 52nd Street, New York, New York 10019 or such other location as agreed by the parties. The date of the Rights Offering Closing (if it shall occur) is referred to as the “ Rights Offering Closing Date .”

(2) Subject to Section 4.10 and subject to the satisfaction or waiver of the conditions to the Rights Offering Closing in Section 1.2(b)(3), if there shall occur a Rights Offering Closing, the Company will deliver to the Investor (A) certificates representing a number of shares of Common Stock determined in accordance with Section 4.10, against (B) payment therefor by wire transfer of immediately available United States funds to a bank account designated by the Company the amount determined in Section 4.10.

(3) Rights Offering Closing Conditions . (A) The respective obligation of each of the Investor and the Company to consummate the Rights Offering Closing is subject to the fulfillment or written waiver by the Investor and the Company prior to the Rights Offering Closing of the following conditions:

(i) all approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act or competition or merger control laws of other jurisdictions, required to consummate the Closing shall have been obtained or made and shall be in full force and effect;

(ii) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Rights Offering Closing or shall prohibit or restrict Investor or its Affiliates from owning or voting any Securities (other than such Securities as may be held in the voting trust while held in such trust) and no lawsuit has been commenced by a Governmental Entity seeking to effect any of the foregoing;

(iii) all Insurance Regulatory Approvals required to consummate the Rights Offering Closing shall have been obtained or made and shall be in full force and effect, or the Investor and the Company shall have entered into mutually agreed alternative arrangements (such as the delivery of Securities into a voting trust) permitting the Rights Offering Closing to occur pending receipt of Insurance Regulatory Approvals; and

-4-

(iv) the shares of Common Stock to be issued in the Rights Offering Closing pursuant to this Agreement shall have been authorized for listing on the New York Stock Exchange or such other market on which the Common Stock is then listed or quoted, subject to official notice of issuance.

(C) The obligation of the Investor to consummate the Rights Offering Closing is also subject to the fulfillment or written waiver prior to the Rights Offering Closing of the following condition: the Company has performed in all material respects all obligations required to be performed by it at or prior to the Rights Offering Closing under Section 3.1, 3.2, 3.3(a), 3.5, 4.1(b), 4.3, 4.4(a), 4.7 and 4.10 of this Agreement.

ARTICLE II

Representations and Warranties

2.1 Disclosure . (a) On or prior to the date hereof, each of the Company and the Investor delivered to the other a schedule (“ Disclosure Schedule ”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 2.2 with respect to the Company, or in Section 2.3 with respect to the Investor, or to one or more of its covenants contained in Article III.

(b) “ Material Adverse Effect ” means, with respect to the Investor, only clause (2) that follows, or, with respect to the Company, both clauses (1) and (2) that follow, any circumstance, event, change, development or effect that, individually or in the aggregate (1) is or would reasonably be expected to be material and adverse to the financial position, results of operations, business, assets or liabilities, properties, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, respectively, or (2) would or would reasonably be expected to materially impair the ability of either the Investor or the Company, respectively, to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Closing (or, if being measured following the Closing, the Rights Offering Closing) and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect, under clause (1), shall not be deemed to include the impact of (A) changes, after the date of this Agreement, in generally accepted accounting principles, (B) changes, after the date of this Agreement, in laws of general applicability or (C) general changes in the economy or the industries in which the Company and its Subsidiaries operate, in each case to the extent that such circumstances, events, changes, developments or effects described in the foregoing clauses (A) through (C) do not have a disproportionate effect on the Company and its subsidiaries, taken as a whole (relative to other industry participants).

(c) “ Previously Disclosed ” with regard to (1) a party means information set forth on its Disclosure Schedule corresponding to the provision of this Agreement to which such information relates; provided that information which, on its face, reasonably should indicate to the reader that it relates to another provision of this Agreement shall also be deemed to be Previously Disclosed with respect to such other provision and (2) the Company means

-5-

information publicly disclosed by the Company in the Company Reports filed by it with or furnished to the SEC and publicly available prior to the date hereof (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific and are predictive or forward-looking in nature).

2.2 Representations and Warranties of the Company . Except as Previously Disclosed, the Company represents and warrants to the Investor that:

(a) Organization and Authority . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and failure to be so qualified would have a Material Adverse Effect on the Company and has corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. The Company has furnished to the Investor true, correct and complete copies of the Company’s certificate of incorporation and by-laws as amended through the date of this Agreement.

(b) Company’s Subsidiaries . The Company has Previously Disclosed a true, complete and correct list of all of its subsidiaries as of the date of this Agreement (individually a “ Company Subsidiary ” and collectively the “ Company Subsidiaries ”), all shares of the outstanding capital stock of each of which are owned directly or indirectly by the Company, except for qualifying shares. The Company conducts its insurance operations through the Previously Disclosed Company Subsidiaries (the “Company Insurance Subsidiaries ”), and has Previously Disclosed the states or jurisdictions where such Company Insurance Subsidiaries are domiciled or “commercially domiciled” for insurance regulatory purposes and such other states where the transactions contemplated by this Agreement will require the parties to obtain “change in control” approvals from any federal, state, local or foreign regulatory authorities of any kind (the “ Regulators ”). No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. All of such shares so owned by the Company are fully paid and nonassessable and are owned by it free and clear of any lien, claim, charge, option, encumbrance or agreement with respect thereto. Each Company Subsidiary is an entity duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of incorporation, and has corporate or other appropriate organizational power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted, in each case except as would not reasonably be expected to have a Material Adverse Effect on the Company. Except in respect of the Company Subsidiaries, the Company does not own beneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.

-6-

(c) Capitalization . The authorized capital stock of the Company consists of (1) 10,000,000 shares of preferred stock, par value $1.00 per share (the “ Company Preferred Stock ”), of which no shares were outstanding as of the date of this Agreement, and (2) 400,000,000 shares of Common Stock, of which 125,393,699 shares were outstanding as of the date of this Agreement. As of the date of this Agreement, there are outstanding options (each, a “ Company Stock Option ”) to purchase an aggregate of 6,958,824 shares of Common Stock under the Benefit Plans. The maximum number of shares of Common Stock that would be outstanding as of the Closing Date if all options, warrants, conversion rights and other rights with respect thereto (excluding those to be issued to the Investor pursuant to this Agreement) were exercised is not more than 132,352,523. All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. Except (1) as Previously Disclosed, (2) for the rights granted pursuant to the Transaction Documents or (3) under or pursuant to the Benefit Plans, as of the date of this Agreement there are no outstanding options, warrants, scripts, preemptive rights, subscriptions, contracts, contract, call or commitment, conversion privileges, calls, or other rights obligating the Company or any Company Subsidiary to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Company or any Company Subsidiary. The Company has Previously Disclosed all shares of Company capital stock that have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company or any Company Subsidiary since December 31, 2006 and all dividends or other distributions have been declared, set aside, made or paid to the stockholders of the Company since that date.

(d) Authorization . (1) The Company has the corporate power and authority to enter into the Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company (the “ Board of Directors ”). Subject to such approvals of all governmental or regulatory federal, state, local and foreign authorities, agencies, courts, commissions or other entities, including stock exchanges and other self-regulatory organizations (collectively, “ Governmental Entities ”), as may be required by statute or regulation, the Transaction Documents are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations or similar laws affecting creditors generally or by general equitable principles (whether applied in equity or at law). Except with respect to the stockholder approval necessary to permit the B-Warrant to be exercised for Common Stock, no stockholder vote of the Company is required to consummate the transactions contemplated hereby.

(2) Neither the execution, delivery and performance by the Company of the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions

-7-

thereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under any of the material terms, conditions or provisions of (A) its certificate of incorporation or by-laws or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or, to the knowledge of the Company, any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect on the Company.

(3) Other than as Previously Disclosed, and the securities or blue sky laws of the various states, no material notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity, nor expiration nor termination of any statutory waiting periods, including any Regulators, is necessary for the consummation by the Company of the transactions contemplated by the Transaction Documents, including Section 4.3.

(e) Knowledge as to Conditions . As of the date of this Agreement, the Company knows of no reason why any regulatory approvals and, to the extent necessary, any other approvals, authorizations, filings, registrations, and notices required or otherwise a condition to the consummation of the transactions contemplated by the Transaction Documents cannot, or should not, be obtained.

(f) Financial Statements . (1) The consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2006 and 2005 and related consolidated statements of income, stockholders’ equity and cash flows for the three years ended December 31, 2006, together with the notes thereto, certified by PricewaterhouseCoopers LLP and included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “ Company 10-K ”), as filed with the U.S. Securities and Exchange Commission (the “ SEC ”), and the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of September 30, 2007 and related consolidated statements of income, stockholders’ equity and cash flows for the quarter then ended, included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 (collectively, the “ Company Financial Statements ”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries at the dates and the consolidated results of operations and cash flows of the

-8-

Company and the Company Subsidiaries for the periods stated therein (subject to the absence of notes and year-end audit adjustments in the case of interim unaudited statements).

(2) The audited balance sheets of the Company Insurance Subsidiaries as of December 31, 2006 and the related statements of income, stockholders’ equity and cash flows for the year thus ended, and their respective annual statements for the fiscal year ended December 31, 2006 (the “ Insurance Subsidiary Annual Statements ”), as filed with any applicable Regulators, have been prepared in accordance with SAP (as defined below) applied on a consistent basis and present fairly in all material respects their respective statutory financial conditions as of such date and the results of their respective operations and cash flows for the year then ended. As used herein, “ SAP ” means the accounting procedures and practices prescribed or permitted from time to time by the National Association of Insurance Commissioners and adopted, permitted or promulgated by the respective states of incorporation of the Company Insurance Subsidiaries and applied in a consistent manner throughout the periods involved. The balance sheets of the Company and the Company Subsidiaries at dates after December 31, 2006, and the related statements of income, stockholders’ equity and cash flows, which have been filed with Regulators, copies of which have been made available to the Investor by the Company, have been prepared in accordance with SAP applied on a consistent basis and present fairly in all material respects the applicable Company Insurance Subsidiaries’ respective statutory financial conditions as of such dates and the results of their respective operations and cash flows.

(g) Reports . (1) Since December 31, 2004, the Company and each Company Subsidiary have filed all material reports, registrations, documents, filings, statements and submissions together with any required amendments thereto, that it was required to file with (1) the SEC, including Forms 10-K, Forms 8-K, Forms 10-Q and proxy statements and any documents incorporated by reference therein, (2) the Regulators, including all premium rates, rating plans and policy forms established or used by the Company or any Company Subsidiary that are required to be filed with or approved by Regulators and (3) any applicable state securities or other regulatory authorities. All such reports and statements filed with any such regulatory body or authority are collectively referred to herein as the “ Company Reports. ” As of their respective dates, the Company Reports complied in all material respects with all the rules and regulations promulgated by the SEC, the Regulators and any applicable state securities or other regulatory authorities, as the case may be. As of the date of this Agreement, there are no outstanding comments from the SEC or other regulators with respect to any Company Report. The Company Reports, including the documents incorporated by reference in each of them, each contained all the information required to be included in it and, when it was filed and as of the date of each such Company Report filed with or furnished to the SEC, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Securities Exchange Act of 1934, as amended (the “ Exchange

-9-

Act ”). To the knowledge of the Company, there are no facts existing peculiar to the Company or any Company Subsidiary not Previously Disclosed in the Company Reports or to the Investor in writing that has had a Material Adverse Effect. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002. All premiums charged by the Company and each Company Subsidiary conform in all material respects with the insurance laws applicable thereto. Copies of all of the Company Reports not otherwise publicly filed have been made available to the Investor by the Company.

(2) The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 2.2(g). The Company (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the Company has no knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when next due. Since December 31, 2005, (i) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any the Company Subsidiary, whether or not employed by the Company or any the Company Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company.

-10-

(h) Properties and Leases . To the extent reflected in the Company Financial Statements, except for any lien for current Taxes not yet delinquent, the Company and each Company Subsidiary have good title free and clear of any material liens, claims, charges, options, encumbrances or similar restrictions to all the real and personal property reflected in the Company’s consolidated balance sheet as of December 31, 2006 included in the Company 10-K for the period then ended, and all real and personal property acquired since such date, except such real and personal property as has been disposed of in the ordinary course of business. All leases of real property and all other leases material to the Company or any Company Subsidiary pursuant to which the Company or such Company Subsidiary, as lessee, leases real or personal property are valid and effective in accordance with their respective terms, and there is not, under any such lease, any existing default by the Company or such Company Subsidiary or any event which, with notice or lapse of time or both, would constitute such a default except for such as would not reasonably be expected to have a Material Adverse Effect.

(i) Taxes . Each of the Company and the Company Subsidiaries has filed all material federal, state, county, local and foreign Tax returns, including information returns, required to be filed by it and all such filed Tax returns are, true, complete and correct in all material respects, and paid all material Taxes owed by it and no Taxes owed by it or assessments received by it are delinquent. The federal income Tax returns of the Company and the Company Subsidiaries for the fiscal year ended December 31, 2006, and for all fiscal years prior thereto, are for the purposes of routine audit by the Internal Revenue Service (the “ IRS ”) closed because of the statute of limitations, and no claims for additional Taxes for such fiscal years are pending. Neither the Company nor any Company Subsidiary has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, in each case that is still in effect, or has pending a request for any such extension or waiver. Neither the Company nor any Company Subsidiary is a party to any pending action or proceeding, nor to the Company’s knowledge is any such action or proceeding threatened by any Governmental Entity, for the assessment or collection of Taxes, interest, penalties, assessments or deficiencies that could reasonably be likely to have a Material Adverse Effect on the Company and no issue has been raised by any federal, state, local or foreign taxing authority in connection with an audit or examination of the Tax returns, business or properties of the Company or any Company Subsidiary which has not been settled, resolved and fully satisfied, or adequately reserved for (other than those issues that are not reasonably likely to have a Material Adverse Effect on the Company). Except as is not reasonably likely to have a Material Adverse Effect on the Company, each of the Company and the Company Subsidiaries has withheld and paid all Taxes that it is required to withhold from amounts owing to employees, creditors or other third parties. Neither the Company nor any Company Subsidiary (x) has been informed by any jurisdiction that the jurisdiction believes that the Company or any Company Subsidiary was required to file any material Tax return that was not filed and (y) has not filed such return prior to the date hereof. Neither the Company nor any Company Subsidiary has entered into any “listed transaction” within the meaning of Treasury Regulations Section

-11-

1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign law. Neither the Company nor any Company Subsidiary has liability for the Taxes of any person other than the Company or any Company Subsidiary under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law). For the purpose of this Agreement, the term “ Tax ” (including, with correlative meaning, the term “ Taxes ”) shall mean (1) any and all domestic or foreign, federal, state, local or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, (2) liability for the payment of any amounts of the type described in clause (1) as a result of being or having been a member of an affiliated, consolidated, combined or unitary group, and (3) liability for the payment of any amounts as a result of being party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other person with respect to the payment of any amounts of the type described in clause (1) or (2).

(j) Absence of Certain Changes . Since December 31, 2006 until the date of this Agreement, (1) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice, (2) except for publicly disclosed ordinary dividends on the Common Stock, the Company has not made or declared any distribution in cash or in kind to its stockholders or issued or repurchased any shares of its capital stock or other equity interests and (3) no event or events have occurred that has had a Material Adverse Effect on the Company.

(k) Commitments and Contracts . The Company has Previously Disclosed or provided to the Investor true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “ Company Significant Agreement ”):

(1) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or such Company Subsidiary);

(2) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant;

(3) any material labor contract or agreement with any labor union;

(4) any material ceded reinsurance agreement applicable to insurance in force written by any Company Subsidiary, and any reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any

-12-

Company Subsidiary is a party or under which the Company or any Company Subsidiary has existing rights, obligations or liabilities, other than those entered into in the ordinary course of business;

(5) any material reinsurance, excess of loss, quota share or “stop loss” agreement, other than those entered into in the ordinary course of business consistent with past practice;

(6) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities);

(7) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K;

(8) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries;

(9) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries;

(10) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $10,000,000, except for those issued in the ordinary course of the Company’s insurance or asset management business;

(11) any real property lease and any other lease with annual rental payments aggregating $10,000,000 or more; and

(12) any material agreement, contract or understanding with any current or former director, officer, employee, consultant, financial adviser, broker, dealer, or agent providing for any rights of indemnification in favor of such person or entity, except for those entered into in the ordinary course of business.

Except as Previously Disclosed: (1) each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and

-13-

in full force and effect, (2) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; (3) neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, as of the date hereof, there are no material transactions, or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions, between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand. There are no off-balance sheet liabilities to any Affiliates, except for insurance policies issued in the ordinary course of business consistent with past practice.

(l) Offering of Securities . Neither the Company nor any person acting on its behalf has taken any action (including, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Securities to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC thereunder) which might subject the offering, issuance or sale of any of such Securities to the registration requirements of the Securities Act.

(m) Litigation and Other Proceedings; No Undisclosed Liabilities . (1) There is no pending or, to the knowledge of the Company, threatened, claim, action, suit, investigation or proceeding, against the Company or any Company Subsidiary, nor is the Company or any Company Subsidiary subject to any order, judgment or decree, in each case except as would not reasonably be expected to have a Material Adverse Affect on the Company.

(2) Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the financial statements described in Section 2.2(f) to the extent required to be so reflected or reserved against in accordance with U.S. generally accepted accounting practices, except for liabilities that have arisen since September 30, 2007 in the ordinary and usual course of business and consistent with past practice and that have not had a Material Adverse Effect.

(n) Compliance with Laws; Insurance . (1) The Company and each Company Subsidiary have all material permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, Governmental Entities that are required in order to permit them to own or lease their properties and assets and to carry on their business as presently conducted and that are material to the business of the

-14-

Company or such Company Subsidiary; and all such material permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Company, no material suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. The conduct by the Company and each Company Subsidiary of their business and the condition and use of their properties does not violate or infringe any applicable material domestic (federal, state or local) or foreign law, statute, ordinance, license or regulation in any material respect. Neither the Company nor any Company Subsidiary is in material default under any order, license, regulation, demand, writ, injunction or decree of any Governmental Entity. The Company and the Company Subsidiaries currently are complying with and none of them is under investigation with respect to or, to the knowledge of the Company, has been threatened to be charged with or given notice of any material violation of, all applicable federal, state, local and foreign laws, regulations, rules, judgments, injunctions or decrees. Except for statutory or regulatory restrictions of general application to financial guaranty insurance companies, no Governmental Entity has placed any material restriction on the business or properties of the Company or any Company Subsidiary. Except for routine examinations by Regulators, as of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of the Company Subsidiaries is pending or threatened.

(2) The Company and each Company Subsidiary is presently insured, and during each of the past five calendar years (or during such lesser period of time as the Company has owned such Company Subsidiary) has been insured, for reasonable amounts with financially sound and reputable insurance companies against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured. All insurance policies issued by any Company Subsidiary that are now in force are, to the extent required under applicable law, in a form acceptable to applicable Regulators, or have been filed with and not objected to by such Regulators within the period provided for such objection.

(o) Labor . Employees of the Company and the Company Subsidiaries are not represented by any labor union nor are any collective bargaining agreements otherwise in effect with respect to such employees. No labor organization or group of employees of the Company or any Company Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving the Company or any Company Subsidiary.

(p) Company Benefit Plans .

(1) The Company has Previously Disclosed a complete list of all employee benefit plans, programs, agreements, policies, practices, or other arrangements providing benefits to any current or former employee, officer or director of the Company or any Company Subsidiary or any beneficiary or dependent thereof that is sponsored or

-15-

maintained by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary contributes or is obligated to contribute or is party, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control, consulting or fringe benefit plan, program, agreement or policy (“ Benefit Plan ”).

(2) With respect to each Benefit Plan, the Company has delivered or made available to the Investor a true, correct and complete copy of: (A) each writing constituting a part of such Benefit Plan, including all agreements, plan documents, employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; and (B) the most recent determination letter from the IRS, if any. Except as specifically provided in the foregoing documents delivered or made available to the Investor, there are no amendments to any Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Benefit Plan.

(3) The Company has Previously Disclosed each Benefit Plan that is intended to be a “qualified plan” (“ Qualified Plans ”) within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”). The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked, and there are no circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust. No Benefit Plan is intended to meet the requirements of Code Section 501(c)(9).

(4) All contributions required to be made to any Benefit Plan by applicable law or regulation or by any plan document, and all premiums due or payable with respect to insurance policies funding any Benefit Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been reflected in the financial statements.

(5) With respect to each Benefit Plan, the Company and the Company Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to such Benefit Plan. Each Benefit Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that are likely to give rise to, any requirement for the posting of security with respect to a Benefit Plan or the imposition of any lien on the assets of the Company or any Company Subsidiary under ERISA or the Code. Each Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in compliance in all material respects with Section 409A of the Code since December 24, 2004, based upon a good faith, reasonable interpretation of the applicable Department of the Treasury guidance. All stock options to purchase shares of Common Stock have been granted in

-16-

compliance with the terms of the applicable Benefit Plans, with applicable law, and with the applicable provisions of the Company’s governing organization documents as in effect at the applicable time, and all such stock options are accurately disclosed as required under applicable law in (x) the Company’s filings with the SEC, including the financial statements contained therein or attached thereto (if amended or superseded by a filing with the SEC made prior to the date hereof, as so amended or superseded), and (y) the Tax returns of the Company. In addition, the Company has not issued any stock options or any other similar equity awards pertaining to shares of Common Stock under any Benefit Plan with an exercise price that is less than the “fair market value” of the underlying shares of Common Stock on the date of grant, as determined for financial accounting purposes under generally accepted accounting principles applied on a consistent basis.

(6) With respect to each Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (B) the fair market value of the assets of such Benefit Plan equals or exceeds the actuarial present value of all accrued benefits under such Benefit Plan (whether or not vested), based upon the actuarial assumptions used to prepare the most recent actuarial report for such Benefit Plan; (C) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (D) all premiums to the Pension Benefit Guaranty Corporation (the “ PBGC ”) have been timely paid in full; (E) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any Company Subsidiary; and (F) the PBGC has not instituted proceedings to terminate any such Benefit Plan and, to the Company’s knowledge, no condition exists that would reasonably be expected to result in such proceedings being instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Benefit Plan.

(7) No Benefit Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “ Multiemployer Plan ”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “ Multiple Employer Plan ”). None of the Company and the Company Subsidiaries nor any entity, trade or business, whether or not incorporated, which together with the Company and the Company Subsidiaries would be deemed a “single employer” within the meaning of Section 4001 of ERISA or Sections 414(b), (c), (m) or (o) of the Code (an “ ERISA Affiliate ”) has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. None of the Company and the Company Subsidiaries nor any of their respective ERISA Affiliates has incurred any withdrawal liability as a result of a complete or partial withdrawal from a Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not been satisfied in full.

-17-

(8) There does not now exist, nor do any circumstances exist that would reasonably be expected to result in any liability (A) under Title IV or Section 302 of ERISA, (B) under Sections 412 and 4971 of the Code and (C) as a result of a material failure to comply with the continuation coverage, requirements of Section 601 et seq . of ERISA and Section 4980B of the Code, that would be a liability of the Company and any Company Subsidiary or any of their respective ERISA Affiliates, other than such liabilities that have been Previously Disclosed. Without limiting the generality of the foregoing, neither the Company nor any Company Subsidiary, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.

(9) The Company and the Company Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to the Company and the Company Subsidiaries. The Company and each Company Subsidiary have reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage.

(10) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any material payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any Benefit Plan or otherwise, (B) materially increase any benefits otherwise payable under any Benefit Plan, (C) result in any acceleration of the time of payment or vesting of any such benefits, (D) require the funding or increase in the funding of any such benefits or (E) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Benefit Plan or related trust. Neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Benefit Plan or related trust.

(11) None of the Company and the Company Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject the Company, any Company Subsidiary or any person that the Company or any Company Subsidiary has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(12) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, and, to the Company’s knowledge, no set of circumstances exists which would reasonably be expected to give rise to a claim or lawsuit, against the Benefit Plans, any

-18-

fiduciaries thereof with respect to their duties to the Benefit Plans or the assets of any of the trusts under any of the Benefit Plans which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary.

(q) Reserves . Each reserve and other liability amount in respect of the insurance business, including, reserve and other liability amounts in respect of insurance policies, established or reflected in the Insurance Subsidiary Annual Statements was reviewed and certified by an independent actuary in accordance with applicable state insurance laws and regulations. Each insurance subsidiary of the Company owns assets that qualify as admitted assets under the insurance laws, rules and regulations of the jurisdiction of domicile of such subsidiary in an amount equal to the sum of all the reserves and liability amounts and the minimum statutory capital and surplus as required by the insurance laws, rules and regulations of the jurisdiction of domicile of such subsidiary. The reserves set forth in the Insurance Subsidiary Annual Statements for the years indicated for payment of insurance policy benefits, losses, claims and expenses were considered by management of the Company to be adequate as of the date of such statements to cover the total amount of all reasonably anticipated insurance liabilities of the Company Insurance Subsidiaries.

(r) Investment Management Services; Investment Advisor; Investment Company . All investments made by the Company’s investment management subsidiaries as of the date of this Agreement comply with all applicable laws and regulations in all material respects. Except as Previously Disclosed, none of the material investments of the Company’s investment management subsidiaries is in material default in the payment of principal or interest or dividends. Neither the Company nor the Company Subsidiaries conducts activities of an “investment advisor” as such term is defined in Section (a)(20) of the Investment Company Act of 1940, as amended, whether or not registered under the Investment Advisers Act of 1940, as amended. Neither the Company nor the Company Subsidiaries is an “investment company” as defined under the Investment Company Act of 1940, as amended, and neither the Company nor its subsidiaries sponsors any person that is such an investment company.

(s) Risk Management; Derivatives . (1) The Company and the Company Subsidiaries have in place risk management policies and procedures sufficient in scope and operation to protect against risks of the type and in amounts reasonably expected to be incurred by persons of similar size and in similar lines of business as the Company and the Company Subsidiaries.

(2) All material derivative instruments, including, swaps, caps, floors and option agreements, whether entered into for the Company’s own account, or for the account of one or more of the Company Subsidiaries or their customers, were entered into (1) only for purposes of mitigating identified risk, (2) in accordance with prudent practices and in all material respects with all applicable laws, rules, regulations and regulatory policies and (3) with counterparties believed by the Company to be financially responsible at the time; and each of them constitutes the valid and legally binding obligation of the Company or one of the Company Subsidiaries, enforceable in accordance with its terms. Neither the Company nor the Company Subsidiaries, nor any other party thereto, is in breach of any of its material obligations under any such agreement or arrangement.

-19-

(t) Foreign Corrupt Practices and International Trade Sanctions . Neither the Company nor any Company Subsidiary, nor any of their respective directors, officers, agents, employees or any other Persons acting on their behalf (i) has violated the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq., as amended, or any other similar applicable foreign, federal, or state legal requirement, (ii) has made or provided, or caused to be made or provided, directly or indirectly, any payment or thing of value to a foreign official, foreign political party, candidate for office or any other Person knowing that the Person will pay or offer to pay the foreign official, party or candidate, for the purpose of influencing a decision, inducing an official to violate their lawful duty, securing any improper advantage, or inducing a foreign official to use their influence to affect a governmental decision, (iii) has paid, accepted or received any unlawful contributions, payments, expenditures or gifts, (iv) has violated or operated in noncompliance with any export restrictions, money laundering law, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations or (v) is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.

(u) Environmental Liability . There is no legal, administrative, or other proceeding, claim or action of any nature seeking to impose, or that could result in the imposition of, on the Company or any Company Subsidiary, any liability relating to the release of hazardous substances as defined under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“ CERCLA ”), pending or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary the result of which has a Material Adverse Effect on the Company; to the Company’s knowledge, there is no reasonable basis for any such proceeding, claim or action; and to the Company’s knowledge, neither the Company nor any Company Subsidiary is subject to any agreement, order, judgment or decree by or with any court, Governmental Entity or third party imposing any such environmental liability.

(v) Anti-takeover Provisions Not Applicable . The Board of Directors has taken all necessary action to ensure that the transactions contemplated by the Transaction Documents or any of the transactions contemplated hereby will be deemed to be exceptions to the provisions of Sections 33-844 and 33-841 of the Connecticut Business Corporation Act as they relate to the Company, and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law does not and will not apply to the Transaction Documents or to any of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, Section 4.1(a)).

(w) Rating Agencies . Since December 31, 2006, none of Standard and Poor’s Corporation, Moody’s Investors Service, Inc., Fitch, Inc. or Rating and Investment Information, Inc. or any of their respective successors (collectively, the “ Rating Agencies ”) has imposed material conditions (financial or otherwise) on retaining any currently held rating assigned to the Company and/or the Company Subsidiaries or

-20-

indicated, in private communication to the Company, whether written or oral, that has not been publicly disclosed, to the Company or any of the Company Subsidiaries that it is considering the downgrade or modification of any rating assigned to the Company and/or the Company Subsidiaries. As of the date of this Agreement, the Company and the Company Subsidiaries have received the respective ratings Previously Disclosed on the date of this Agreement from the Rating Agencies. Except as Previously Disclosed, as of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received non-public notice from any Rating Agency that such rating agency intends to change the Company’s or the Company Subsidiaries’ current rating.

(x) Intellectual Property . (i) the Company and each of the Company Subsidiaries owns, or is licensed to use (in each case, free and clear of any material claims, liens or encumbrances), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) the use of any Intellectual Property by the Company and the Company Subsidiaries does not, to the knowledge of the Company, infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or any of the Company Subsidiaries acquired the right to use any Intellectual Property, except for such infringement or violation as would not reasonably be expected to result in a Material Adverse Effect on the Company; (iii) no person is challenging, infringing on or otherwise violating any right of the Company or any of the Company Subsidiaries with respect to any material Intellectual Property owned by or licensed to the Company or the Company Subsidiaries, except for such infringement or violation as would not reasonably be expected to result in a Material Adverse Effect on the Company; (iv) to the knowledge of the Company, neither the Company nor any of the Company Subsidiaries has received any notice of any pending claim with respect to any Intellectual Property used by the Company or any of the Company Subsidiaries; and (v) to the knowledge of the Company, no Intellectual Property owned or licensed by the Company or any of the Company Subsidiaries is being used or enforced in a manner that would be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property, except for such infringement or violation as would not reasonably be expected to result in a Material Adverse Effect on the Company. “ Intellectual Property ” shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.

(y) Brokers and Finders . Except for Lazard Frères & Co. LLC, neither the Company nor any Company Subsidiary nor any of their respective officers, directors or

-21-

employees has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Company or any Company Subsidiary, in connection with the Transaction Documents or the transactions contemplated hereby and thereby.

2.3 Representations and Warranties of the Investor . Except as Previously Disclosed, the Investor hereby represents and warrants to the Company that:

(a) Organization and Authority . The Investor is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and failure to be so qualified would have a Material Adverse Effect on the Investor and has partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. The Investor has furnished the Company with a true, correct and complete copy of its certificate of limited partnership through the date of this Agreement.

(b) Authorization . (1) The Investor has the partnership power and authority to enter into the Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents by the Investor and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Investor’s partnership and no further approval or authorization by any of the partners is required. Subject to such approvals of Governmental Entities as may be required by statute or regulation, the Transaction Documents are valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations or similar laws affecting creditors generally or by general equitable principles (whether applied in equity or at law).

(2) Neither the execution, delivery and performance by the Investor of the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Investor with any of the provisions thereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Investor under any of the material terms, conditions or provisions of (A) its certificate of limited partnership or partnership agreement or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which it may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or, to the knowledge of the Investor, any judgment, ruling, order, writ, injunction or decree applicable to the

-22-

Investor or any of their respective properties or assets except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect on the Investor.

(3) Other than as Previously Disclosed, and the securities or blue sky laws of the various states, no material notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity, nor expiration nor termination of any statutory waiting period is necessary for the consummation by the Investor of the transactions contemplated by the Transaction Documents.

(c) Purchase for Investment . The Investor acknowledges that the Securities have not been registered under the Securities Act or under any state securities laws. The Investor (1) is acquiring the Securities pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Securities to any person, (2) will not sell or otherwise dispose of any of the Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (3) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Securities and of making an informed investment decision and (4) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act).

(d) Financial Capability . The Investor will have available funds necessary to consummate the Closing and the Rights Offering Closing on the terms and conditions contemplated by this Agreement.

(e) Knowledge as to Conditions . As of the date of this Agreement, the Investor knows of no reason why any regulatory approvals and, to the extent necessary, any other approvals, authorizations, filings, registrations, and notices required or otherwise a condition to the consummation of the transactions contemplated by the Transaction Documents cannot, or should not, be obtained.

(f) Brokers and Finders . Neither the Investor nor its Affiliates or any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Investor, in connection with the Transaction Documents or the transactions contemplated hereby and thereby.

ARTICLE III

Covenants

3.1 Filings; Other Actions . (a) Each of the Investor and the Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination

-23-

of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents, to perform covenants contemplated by this Agreement and the other Transaction Documents (including regarding termination of the Voting Trust Agreement). Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor will use its reasonable best efforts to promptly obtain, and the Company will cooperate as may reasonably be requested by the Investor to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by any Regulators or by applicable law or regulation, consents, approvals or exemptions from the Regulators, including the Insurance Regulatory Approvals and any post-closing regulatory approvals for the transactions contemplated by the Transaction Documents, the Closing, the Rights Offering Closing and the exercise of any of the Warrants, including, (1) prior to the Closing, any approvals or expiration or termination of any applicable waiting period under the HSR Act or competition or merger control laws of other jurisdictions and Insurance Regulatory Approvals (other than post-closing regulatory approvals) or other approvals required prior to the Closing, and (2) after the Closing, the post-closing regulatory approvals. In addition, after the Closing, the Company shall use its reasonable best efforts to take any other actions that are necessary for the termination of the Voting Trust Agreement and the transfer of the Common Stock then held by the voting trust to the Investor, and Investor will, and will cause its Affiliates to, cooperate with the Company as may be reasonably requested by the Company. Notwithstanding anything to the contrary in this Agreement, neither Investor nor its Affiliates shall be obligated to (i) take or proffer to take any action that would prevent, limit or impede the operation of Section 4.4 of this Agreement or (ii) make, or offer to make any divestiture of, or otherwise limit Investor’s or its Affiliates’ freedom of action with respect to, Investor’s or its Affiliates’ other assets or businesses presently owned or hereafter acquired. Each of the Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or by the other Transaction Documents, other than any communications received by the Investor from, or delivered by the Investor to, the IRS (and other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity).

(b) At the regularly scheduled 2008 annual meeting of the Company’s stockholders, unless this Agreement has been terminated pursuant to Section 5.1, the Company shall include a proposal to obtain the approvals necessary to permit the B-Warrant to be

-24-

exercised for Common Stock, which meeting shall be the next annual meeting of the Company for the purpose of obtaining such approval. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the actions with respect to the B-Warrant referenced above. In connection with such meeting, the Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. Each of the Investor and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investor prior to mailing any proxy statement, or any amendment or supplement thereto, to which the Investor reasonably objects. The directors’ recommendation described in this Section 4.14 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approvals necessary to permit the B-Warrant to be exercised for Common Stock are not obtained at the 2008 annual meeting, the Company shall include a proposal to approve (and, the Board of Directors will unanimously recommend approval of) such issuance at a meeting of its stockholders no less than once per each annual period until such approval is obtained.

(c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the Closing, the Rights Offering Closing and the other transactions contemplated by the Transaction Documents.

3.2 Expenses . The Company will reimburse the Investor for all out-of-pocket expenses incurred by the Investor and its Affiliates in connection with due diligence, the negotiation and preparation of the Transaction Documents and undertaking of the transactions contemplated by the Transaction Documents (including fees and expenses of counsel and accounting fees and all HSR Act filing fees incurred by or on behalf of the Investor or its Affiliates in connection with the transactions contemplated hereby but excluding the purchase or exercise price for any of the Securities) up to a maximum amount of $13.5 million, which shall be payable, at the Investor’s election at the Closing (and/or if the Rights Offering Closing shall occur, the Rights Offering Closing). Other than as set forth in the foregoing sentence, each of the

-25-

parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated under the Transaction Documents. In addition, the Company agrees that the Board Representatives shall be entitled to the same rights, privileges and compensation as the Company’s other members of the Board of Directors, including with respect to reimbursement for Board of Directors participation and related expenses.

3.3 Access, Information and Confidentiality .

(a) From the date hereof until the date when the Securities owned by the Investor represent less than 5% of the outstanding Common Shares (including issuances under Section 4.3 and assuming that to the extent the Investor shall purchase any additional shares of Common Stock that any later sales of Common Stock by the Investor shall be deemed to be shares other than Securities to the extent of such additional purchases) (the “ Qualifying Ownership Interest ”), the Company will ensure that upon reasonable notice, the Company and its subsidiaries will afford to the Investor and its representatives (including officers and employees of the Investor, and counsel, accountants and other professionals retained by the Investor) such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties and personnel and to such other information as the Investor may reasonably request.

(b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is necessary or desirable in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “ Information ”) concerning the other party furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (1) previously known by such party on a non-confidential basis, (2) in the public domain through no fault of such party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants and advisors and, to the extent permitted above, to insurance regulatory authorities. Notwithstanding the foregoing, in connection with a syndication to co-investors as permitted by Section 6.8, the Investor shall be permitted to provide any Information to a potential co-investor subject to customary confidentiality protections.

3.4 Opinion . At the request of the Investor, the Company shall use its reasonable best efforts to provide the Investor an opinion of counsel dated as of the Closing Date from outside counsel to the Company in a form and substance reasonably acceptable to the Investor (which may be a reasoned “should” level opinion).

3.5 Conduct of the Business . Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 5.1, the Company will, and, will cause the Company Subsidiaries to: (a) if the Company shall (1) declare or pay any dividend or distribution (other than ordinary cash dividends consistent with past practices) on, any shares of

-26-

Company capital stock, or (2) take any action that would require any adjustment to be made under Section 13 of the Warrants as if issued on the date hereof, make appropriate adjustments with respect to the Investor such that the Investor will receive the benefit of such transaction as if the Securities to be purchased by the Investor had been outstanding as of the date of such action, and (b) shall consult with the Investor prior to taking any material actions outside of the ordinary course of business. From and after the date hereof until the date when the Common Stock owned by the Investor represent less than 10% of the outstanding Common Shares (calculated on a fully-diluted basis, assuming (1) the exercise of all outstanding options or warrants to purchase capital stock of the Company (including the Warrants) and (2) conversion of all convertible equity securities of the Company outstanding or issuable on the exercise of the options or warrants referred to in (1) (whether or not then convertible)), (A) the Company shall use its commercially reasonable efforts to remedy any violations or infringements of applicable regulatory law or regulation, or other regulatory problems that may adversely affect the Investor and consult and involve the Investor in any such efforts, and (B) neither the Company nor its Affiliates will enter into new lines of business, that would impose a material regulatory burden (e.g., bank holding company registration) on the Investor without approval by the Investor, which approval shall not be unreasonably withheld or delayed. Prior to the Closing, the Company shall, if requested by the Investor, take the actions set forth on Schedule 3.5.

3.6 Management Investment . At the Closing, senior management of the Company shall invest in the Company, in an aggregate amount of $2,000,000; provided that no such member of senior management shall purchase less than 2,000 shares of Common Stock.

ARTICLE IV

Additional Agreements

4.1 Standstill Agreement; No Rights Agreement .

(a) The Investor agrees that until such time as the Investor beneficially owns (as defined in Rule 13d-3 and Rule 17d-5 under the Exchange Act) less than 5% of the outstanding Common Shares, without the prior written approval of the Company, the Investor will not, directly or indirectly, through its Affiliates or associates or any other persons, or in concert with any person, purchase or otherwise acquire beneficial ownership (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) other than solely as a result of the exercise of any rights set forth in the Securities or in this Agreement of any Common Shares, or securities convertible into or exchangeable for Common Shares, that would result in the Investor or its Affiliates having beneficial ownership of more than 35% of the outstanding shares of Common Stock of the Company (on a fully-diluted basis). Notwithstanding the foregoing, the parties hereby agree that nothing in this Section 4.1 shall apply to any portfolio company with respect to which the Investor is not the party exercising control over the decision to purchase shares of Common Stock; provided that the Investor does not provide to such entity any non-public information concerning the Company or any of its subsidiaries and such portfolio company is not acting at the request or direction of the Investor.

-27-

(b) The Company shall not enter into in any poison pill agreement, stockholders rights plan or similar agreement that shall limit the Investor’s rights to acquire up to 35% of the outstanding shares of Common Stock of the Company (on a fully-diluted basis) pursuant to Section 4.1(a).

(c) The provisions of Section 4.1(a) will expire should any of the following events occur:

(1) receipt of the written consent of the Company releasing the Investor from the restrictions in Section 4.1(a); or

(2) (A) the Company executes definitive documentation for a transaction that will result in or have resulted in a Change in Control, (B) the Board of Directors resolves to pursue a transaction that is contemplated by the Board of Directors to result in a Change of Control, or (C) the Board of Directors approves, recommends or accepts or there is stockholder approval of a transaction that in any case upon consummation will result in a Change in Control, or a Change in Control has been consummated.

(d) For purposes of this Agreement, a “ Change in Control ” means, with respect to the Company, the occurrence of any one of the following events:

(1) individuals who, on the date of this Agreement constitute the Board of Directors of the Company (the “ Incumbent Directors ”), cease for any reason to constitute at least a majority of the Board of Directors; provided that any person becoming a director subsequent to the date of this Agreement whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board of Directors (either by a specific vote or by approval of the proxy statement of the relevant party in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director (except that no individuals who were not directors at the time any agreement or understanding with respect to any Business Combination (as defined below) or contested election is reached shall be treated as Incumbent Directors for the purposes of clause (y) of paragraph (3) below with respect to such Business Combination or this paragraph in the case of a contested election); provided , further , that the Board Representatives will be treated as Incumbent Directors even if the persons designated to be such Board Representatives should change;

(2) any “person” (as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) (other than the Investor and its Affiliates), directly or indirectly, of securities of the Company representing more than 25% of the aggregate voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “ Voting Securities ”); provided , however , that the event described in this paragraph (2) will not be deemed a Change in Control by virtue of any holdings or acquisitions: (w) by the Company or any of its subsidiaries, (x) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries; provided that such

-28-

holdings or acquisitions by any such plan (other than any plan maintained under Section 401(k) of the Code) do not exceed 25% of the then outstanding Voting Securities, (y) by any underwriter temporarily holding securities pursuant to an offering of such securities or (z) pursuant to a Non-Qualifying Transaction (as defined below);

(3) a merger, consolidation, statutory share exchange or similar transaction that requires adoption by the Company’s stockholders (a “ Business Combination ”), unless immediately following such Business Combination: (x) more than 50% of the total voting power of the corporation resulting from such Business Combination (the “ Surviving Corporation ”), or, if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “ Parent Corporation ”), is represented by Voting Securities that were outstanding immediately before such Business Combination (or, if applicable, is represented by shares into which such Voting Securities were converted pursuant to such Business Combination), and (y) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time the Company’s Board of Directors approved the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (x) and (y) above will be deemed a “ Non-Qualifying Transaction ”); or

(4) a plan of liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets.

4.2 Transfer Restrictions .

(a) Restrictions on Transfer . Except as otherwise permitted in this Agreement, with respect to Securities acquired upon the consummation of the Closing or the Rights Offering Closing, prior to the third anniversary of the Closing Date, the Investor will not transfer, sell, assign or otherwise dispose of (“ Transfer ”) any Securities except as permitted in this Section 4.2(a); provided , that the Investor shall be allowed to participate in any Piggyback Registration conducted by the Company during such period; provided , further , that, notwithstanding the foregoing, nothing shall prevent any hedging transactions by the Investor or its transferees; provided , however , that if after six months from the date of this agreement, any of the Insurance Regulatory Approvals or post-closing regulatory approvals are not received, the Transfer restrictions set forth in this Section 4.2(a) shall terminate and be of no further force or effect as of such date, except if the failure to receive such approval is as a direct result of the Investor’s failure to fulfill its obligations under this Agreement. In addition, except as otherwise permitted in this Agreement, with respect to Securities acquired upon the consummation of the Closing (or, if the Rights Offering Closing shall occur, with respect to Securities acquired upon the consummation of the Rights Offering Closing), (1) during the one year period following the first anniversary of the Closing Date, the Investor may Transfer 50% of such Securities ( provided that the Investor may only Transfer 1/12th of such allocation per month; provided , further , that, the Investor shall be entitled to Transfer any non-Transferred portion of such 1/12th amount during any later period (including during the following year)), (2) during the one year period following the second anniversary of the Closing Date, the Investor may Transfer the additional 50% of

-29-

such Securities ( provided that the Investor may only Transfer 1/12th of such allocation per month; provided , further , that, the Investor shall be entitled to Transfer any non-Transferred portion of such 1/12th amount during any later period (including during the following year)), and (3) the Transfer restrictions set forth in this Section 4.2(a) shall terminate and be of no further force or effect on the third anniversary of the Closing Date; provided that with respect to clause (1) or (2), the Investor must reasonably believe that any such transferee would not own more than 4.9% of the Common Stock of the Company after such Transfer unless being transferred to a person the Investor reasonably believes is a Schedule 13G filer.

(b) Permitted Transfers . (1) Notwithstanding Section 4.2(a), the Investor shall be permitted to Transfer any portion or all of its Securities at any time under the following circumstances:

(A) Transfers to any Affiliate under common control with Investor’s ultimate parent entity, limited partner or general partner of the Investor, but in each case only if the transferee agrees in writing for the benefit of the Company to be bound by the terms of this Agreement (any such transferee shall be included in the term “Investor”); provided that prior to the first anniversary of the Closing Date, the Investor may not Transfer any securities to its limited partners;

(B) Transfers pursuant to a merger, tender offer or exchange offer or other business combination, acquisition of assets or similar transaction or change of control involving the Company or any of its subsidiaries; provided that such transaction has been approved by the Board of Directors; or

(C) as otherwise permitted by Section 4.4(b).

In order to facilitate the Transfers into a tender or exchange offer permitted by clause (B), the Company agrees, to the fullest extent legally permitted, to effect an exchange or conversion of Warrants in accordance with the terms set forth in the Warrants or, notwithstanding the transfer restrictions contained in Section 4.2(a), permit the Investor to Transfer Warrants to a transferee conditioned upon such transferee exercising the Warrant in connection with such tender or exchange offer.

(2) The restrictions on Transfers in Section 4.2(a) will expire should any of the following events occur:

(A) receipt of the written consent of the Company releasing the Investor from the restrictions in Section 4.2(a);

(B) the Company materially breaches any of its covenants set forth in this Agreement; or

(C) (x) the Company executes definitive documentation for a transaction that will result in or have resulted in a Change in Control, (y) the Board of Directors resolves to pursue a transaction that is contemplated by the Board of Directors to result in a Change in Control, or (z) the Board of Directors approves, recommends or accepts or there is stockholder approval of a transaction that in any case upon consummation will result in a Change in Control, or a Change in Control has been consummated.

-30-

4.3 Gross-Up Rights .

(a) Sale of New Securities . As long as the Investor owns Securities representing the Qualifying Ownership Interest (before giving effect to any issuances triggering this Section), the Investor shall have the right, or shall at any time and from time to time to appoint a non-stockholder Affiliate of the Investor that agrees in writing for the benefit of the Company to be bound by the terms of this Agreement (any such Affiliate shall be included in the term “Investor”), to exercise the gross-up rights set forth in this Section 4.3 (the Investor or such Affiliate, a “ Gross-Up Entity ”). As long as the Investor owns Securities representing the Qualifying Ownership Interest (before giving effect to any issuances triggering this Section), if at any time after the Closing, the Company at any time or from time to time makes any public or non-public offering of any equity (including Common Stock, preferred stock and restricted stock), of any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (such as an “equity” kicker) (including any hybrid security) (any such security, a “ New Security ”) (other than (1) pursuant to the granting or exercise of employee stock options or other stock incentives pursuant to the Company’s stock incentive plans or the issuance of stock pursuant to the Company’s employee stock purchase plan, in each case in the ordinary course of equity compensation awards, or (2) issuances for the purposes of consideration in acquisition transactions), the Gross-Up Entity shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Company’s certificate of incorporation and by-laws), the Gross-Up Entity may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company. The amount of New Securities that the Gross-Up Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of shares of Common Stock held by the Investor, and the denominator of which is the number of shares of Common Stock then outstanding.

(b) Notice . In the event the Company proposes to offer New Securities, it shall give the Gross-Up Entity written notice of its intention, describing the price (or range of prices), anticipated amount of securities, timing and other terms upon which the Company proposes to offer the same (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed with respect to such offering), no later than ten business days, as the case may be, after the initial filing of a registration statement with the SEC with respect to an underwritten public offering, after the commencement of marketing with respect to a Rule 144A offering or after the Company proposes to pursue any other offering. The Gross-Up Entity shall have fifteen business days from the date of receipt of such a notice to notify the Company in writing that it intends to exercise such gross-up purchase rights and as to the amount of New Securities the Gross-Up Entity desires to purchase, up to the maximum amount calculated pursuant to Section 4.3(a). Such notice shall constitute a non-binding indication of interest of the Gross-Up Entity to purchase the amount of New Securities

-31-

so specified at the price and other terms set forth in the Company’s notice to it. The failure of the Gross-Up Entity to respond within such fifteen business day period shall be deemed to be a waiver of the Gross-Up Entity ‘s rights under this Section 4.3 only with respect to the offering described in the applicable notice.

(c) Purchase Mechanism . If the Gross-Up Entity exercises its gross-up purchase rights provided in this Section 4.3, the closing of the purchase of the New Securities with respect to which such right has been exercised shall take place within 45 calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 180 days in order to comply with applicable laws and regulations (including receipt of any applicable regulatory or stockholder approvals). Each of the Company and the Gross-Up Entity agrees to use its commercially reasonable efforts to secure any regulatory or stockholder approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities.

(d) Failure of Purchase . In the event the Gross-Up Entity fails to exercise its gross-up purchase rights provided in this Section 4.3 within said fifteen-business day period or, if so exercised, the Gross-Up Entity is unable to consummate such purchase within the time period specified in Section 4.3(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the New Securities covered thereby shall be consummated, if at all, within 30 days from the date of said agreement) to sell the New Securities not elected to be purchased pursuant to this Section 4.3 or which the Gross-Up Entity is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon terms no more favorable to the purchasers of such securities than were specified in the Company’s notice to the Gross-Up Entity. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said 90-day period (or sold and issued New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 180 days from the date of said agreement)), the Company shall not thereafter offer, issue or sell such New Securities without first offering such securities to the Gross-Up Entity in the manner provided above.

(e) Non-Cash Consideration . In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

-32-

(f) Cooperation . The Company and the Investor shall cooperate in good faith to facilitate the exercise of the Gross-Up Entity ‘s gross-up rights hereunder, including securing any required approvals or consents.

(g) Assignment . Notwithstanding anything to the contrary in this Agreement, in the event that the Gross-Up Entity is not permitted under applicable law or regulation to exercise any of its rights to purchase New Securities under this Section 4.3, the Investor may, at its sole discretion, assign such rights under this Section 4.3 to any of its non-stockholder Affiliates that agrees in writing for the benefit of the Company to be bound by the terms of this Agreement (any such Affiliate shall be included in the term “Investor”).

4.4 Governance Matters . (a) The Company will cause two people nominated by the Investor at least 2 days prior to the Closing Date (the “ Board Representatives ”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Company’s Board of Directors on the Closing Date and thereafter as long as the Investor beneficially owns at least 50% of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing shall occur, the number of Common Shares received by the Investor upon the Rights Offering Closing), the Company will be required to recommend to its stockholders the election of two Board Representatives nominated by the Investor at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Company’s Board of Directors; provided , however , that if the Investor no longer beneficially owns 50% or more of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing shall occur, the number of Common Shares received upon the Rights Offering Closing), the Company shall only be required to recommend one Board Representative nominated by the Investor for election, subject to satisfaction of all legal and governance requirements regarding services as a director of the Company, to the Company’s Board of Directors. If the Investor no longer beneficially owns 25% or more of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing shall occur, the number of Common Shares received upon the Rights Offering Closing), the Investor will have no further rights under Sections 4.4(a) through 4.4(c). For so long as the Investor beneficially owns at least 25% of the number of Common Shares received upon the Closing (plus, if the Rights Offering Closing shall occur, the number of Common Shares received upon the Rights Offering Closing), the Investor will have the right to proportionate representation on each committee of the Board of Directors of the Company (and any of its subsidiaries), with at least one Board Representative on each such committee, as permitted by applicable laws and New York Stock Exchange regulations.

(b) The Investor’s nominees for Board Representatives (including any successor nominees) shall, subject to applicable law, be the Company’s and the Company’s Nominating/Governance Committee’s nominees to serve on the Board of Directors, the Company shall use all reasonable best efforts to have the Board Representatives elected as directors of the Company and the Company shall solicit proxies for them to the same extent as it does for any of its other nominees to the Board of Directors. In the event that both Board Representatives are not elected as directors of the Company, the Investor may, notwithstanding the transfer restrictions contained in Section 4.2(a), Transfer Securities acquired upon the consummation of the Closing (or, if the Rights Offering Closing shall occur, with respect to Securities acquired upon the consummation of the Rights Offering Closing); provided that the

-33-

Investor may Transfer up to 25% of such Securities in each three-month period following such failure to elect; provided , further , that, the Investor shall be entitled to Transfer any non-Transferred portion of such 25% amount during any later period

(c) Subject to Section 4.4(a), the remaining Board Representative then in office shall have the right to designate any replacement for a Board Representative upon the death, resignation, retirement, disqualification or removal from office of such director; provided that if a Board Representative is removed for cause by the stockholders, the remaining Board Representative shall not designate the person who was removed as such replacement Board Representative; provided that if there shall be no Board Representative at such time, the Investor shall designate such replacement. The Board of Directors of the Company will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Company’s Nominating/Governance Committee’s nominees to serve on the Board of Directors, using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors).

(d) The Company hereby agrees that, from and after the Closing Date, for so long as the Investor beneficially owns 10% or more of the number of Common Shares received upon the Closing, the Company shall, subject to applicable law, (1) furnish the Investor with such financial and operating data and other information with respect to the business and properties of the Company as the Company prepares and compiles for members of its Board of Directors in the ordinary course and as the Investor may from time to time reasonably request, (2) permit the Investor to discuss the affairs, finances and accounts of the Company, and to make proposals and furnish advice with respect thereto, with the principal officers of the Company within thirty days after the end of each fiscal quarter of the Company, and (3) invite a representative of the Investor to attend all meetings of the Board of Directors of the Company in a nonvoting observer capacity if no Board Representative is a member of the Board of Directors (irrespective of whether the Investor owns less than the number of shares of Common Stock upon which the Board Representative nomination rights set forth in Section 4.4(a) are contingent), and shall give such representative copies of all notices, minutes, consents and other material that it provides to members of the Board of Directors and such representative shall be entitled to participate in discussions of matters brought to the Board of Directors.

4.5 Legend . (a) The Investor agrees that all certificates or other instruments representing the Securities subject to this Agreement will bear a legend substantially to the following effect:

“(i) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

-34-

(ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF DECEMBER 20, 2007, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.”

(b) Upon request of the Investor, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act or applicable state laws, as the case may be, the Company shall promptly cause clause (i) of the legend to be removed from any certificate for any Securities to be so Transferred and clause (ii) of the legend shall be removed upon the expiration of such transfer and other restrictions set forth in this Agreement. The Investor acknowledges that the Securities have not been registered under the Securities Act or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.

4.6 Reservation for Issuance . The Company will reserve that number of Common Shares and Warrants sufficient for issuance upon exercise or conversion of Securities owned at any time by the Investor without regard to any limitation on such conversion; provided that in the case of the B-Warrant, the Company will reserve such sufficient number following the approval of the stockholders pursuant to Section 3.1(b).

4.7 Certain Transactions . The Company will not merge or consolidate into, or sell, transfer or lease all or substantially all of its property or assets to, any other party unless the successor, transferee or lessee party, as the case may be (if not the Company), expressly assumes the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company.

4.8 Extension Periods . Notwithstanding anything to the contrary contained in the Transaction Documents, if there exists a period (the “ Section 16(b) Period ”) during which the Investor’s purchase, sale, exercise, exchange or conversion of any Security pursuant to any Transaction Document would result in liability under Section 16(b) of the Exchange Act, as amended, or the rules and regulations promulgated thereunder, the period during which such Security may be purchased, sold, exercised, exchanged or converted, as the case may be, if prescribed by such Transaction Document, shall be extended for the equivalent number of days of such Section 16(b) Period (the “ Extension Period ”), with such Extension Period beginning on the later of (a) the expiration date of such Security, if any, or (b) the date of the end of such Section 16(b) Period.

4.9 Indemnity . (a) The Company agrees to indemnify and hold harmless each of the Investor and its Affiliates and each of their respective officers, directors, partners, employees and agents, and each person who controls the Investor within the meaning of the Exchange Act and the regulations thereunder, to the fullest extent lawful, from and against any and all actions, suits, claims, proceedings, costs, losses, liabilities, damages, expenses (including reasonable attorneys’ fees and disbursements), amounts paid in settlement and other costs (collectively, “ Losses ”) arising out of or resulting from (1) any inaccuracy in or breach of the Company’s representations or warranties as of the date of this Agreement, (2) the Company’s breach of

-35-

agreements or covenants made by the Company in any Transaction Document or (3) any Losses arising out of or resulting from any legal, administrative or other proceedings arising out of the transactions contemplated by this Agreement and any other Transaction Document (other than any Losses attributable to the acts, errors or omissions on the part of the Investor, but not including the transactions contemplated hereby).

(b) The Investor agrees to indemnify and hold harmless each of the Company and its Affiliates and each of their respective officers, directors, partners, employees and agents, and each person who controls the Company within the meaning of the Exchange Act and the regulations thereunder, to the fullest extent lawful, from and against any and all Losses arising out of or resulting from (1) any inaccuracy in or breach of the representations, warranties, agreements as of the date of this Agreement or (2) Investor’s breach of agreements or covenants made by the Investor in any Transaction Document.

(c) A party entitled to indemnification hereunder (each, an “ Indemnified Party ”) shall give written notice to the party indemnifying it (the “ Indemnifying Party ”) of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4.9 unless and to the extent that the Indemnifying Party shall have been actually prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim. In case any such action, suit, claim or proceeding is brought against an Indemnified Party, the Indemnified Party shall be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided , however , that the Indemnifying Party shall be entitled to assume and conduct the defense, unless the Indemnifying Party determines otherwise and following such determination the Indemnified Party assumes responsibility for conducting the defense (in which case the Indemnifying Party shall be liable for any legal fees and expenses of one law firm and other out-of-pocket expenses reasonably incurred by the Indemnified Party in connection with assuming and conducting the defense). If the Indemnifying Party assumes the defense of any claim, all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and any Indemnified Party shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; provided , however , that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding.

-36-

(d) In respect of any inaccuracies in or breaches of representations and warranties (other than the representations and warranties set forth in Sections 2.2(a), 2.2(b), 2.2(c), 2.2(d), 2.2(i), 2.3(a) and 2.3(b)), no Indemnifying Party shall be required to indemnify the Indemnified Parties collectively, disregarding all qualifications or limitations set forth in such representation and warranties as to “materiality,” “Material Adverse Effect” and words of similar import: unless and until the aggregate amount of all claims against the Indemnifying Party exceeds $1,000,000 (the “ Threshold Amount ”), in which event the Indemnifying Party shall be responsible for only the amount of such Losses in excess of the Threshold Amount; provided that the cumulative indemnification obligation of any Indemnifying Party for inaccuracies in or breaches of representations and warranties (other than the representations and warranties set forth in Sections 2.2(a), 2.2(b), 2.2(c), 2.2(d), 2.2(i), 2.3(a) and 2.3(b)) shall in no event exceed 50% of the aggregate purchase price for the Securities.

(e) The obligations of the Indemnifying Party under this Section 4.9 shall survive the Transfer, redemption or conversion of the Securities issued pursuant to this Agreement, or the closing or termination of this Agreement and any other Transaction Document. The indemnity provided for in this Section 4.9 shall be the sole and exclusive monetary remedy of Indemnified Parties after the Closing (or the Rights Offering Closing, as the case may be) for any inaccuracy of any representation or warranty or any other breach of any covenant or agreement contained in this Agreement; provided that nothing herein shall limit in any way any such party’s remedies in respect of fraud, intentional misrepresentation or omission or intentional misconduct by the other party in connection with the transactions contemplated hereby. No party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party (or any of its Affiliates) for any punitive damages of such other party (or any of its Affiliates) arising out of or relating to this Agreement or the performance or breach hereof (unless arising from a claim by a third party). The indemnification rights contained in this Section 4.9 are not limited by any investigation or knowledge by the Indemnified Party prior to Closing.

4.10 Rights Offering .

(a) If at any time between the date of this Agreement and the earlier of (1) 30 days after the first public announcement of the Rights Offering and (2) March 31, 2008, the Company shall close an underwritten rights offering of rights to purchase shares of Common Stock targeted at stockholders of the Company in an aggregate amount of $500,000,000 (the “ Rights Offering ”), then the parties agree to the rights and obligations set forth in this Section 4.10. In connection with such Rights Offering, the Company shall (i) set the record date of the Rights Offering so that the Investor will be a record holder, (ii) provide for the minimum solicitation period required by applicable law or stock exchange rule, (iii) execute all necessary documents and obtaining all consents required, and (iv) together with the Investor select one or more book-running underwriters (with the Investor selecting one such underwriter) to advise the Company of a market clearing price for the Rights Offering, and the Company shall use such price as the price in the Rights Offering; provided that in no event shall such price be greater than $31.00 per share (net of any underwriting discounts or fees). The Company shall, and shall cause the Rights Offeri