REPURCHASE AGREEMENT

Exhibit 10.1

REPURCHASE AGREEMENT

This repurchase agreement (this “Agreement”) is entered into this 15th day of January 2007, by and among National Financial Partners Corp. (the “Company” or “NFP”) and Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (collectively, “Apollo”).

WHEREAS, Apollo has initiated contact with the Company and communicated its desire to sell the maximum number of shares of common stock, par value $0.10 per share, of the Company (“Company Stock”) that it owns and is permitted to sell pursuant to the Second Amended and Restated Stockholders Agreement dated as of February 13, 2004 among the Company, Apollo and the stockholders party thereto (the “Stockholders Agreement”); and

WHEREAS, the Board of Directors of the Company has authorized a registered public offering of Company Stock (the “Offering”) by certain stockholders of the Company, including Apollo (collectively, the “Selling Stockholders”), to be underwritten by one or more underwriters (“Underwriters”), for which one or more banks, including Goldman, Sachs & Co., will act as representatives (the “Representatives”); and

WHEREAS, the Board of Directors of the Company has authorized a registered public offering of convertible senior notes of the Company (the “Convertible Offering”) to be underwritten by Goldman, Sachs & Co. and one or more underwriters; and

WHEREAS, the Company and Apollo desire to enter into an agreement for the Company’s repurchase of up to 2,300,000 shares of Company Stock (including shares repurchased pursuant to Section 1.2 hereof) from Apollo in a privately negotiated transaction, in which Apollo will sell these shares at the same price per share as the initial price per share to public in the Offering and which sale by Apollo to the Company is expected to close on the same date as the settlement date of the Offering.

WHEREAS, Apollo will sell the remainder of the shares it desires to sell in the Offering.

WHEREAS, after completion of the sales contemplated by this Agreement and the Offering, Apollo will receive the same proceeds per share, net of underwriting discounts, for the shares it sold pursuant to this Agreement and in the Offering, on an aggregate basis, as the other Selling Stockholders will receive for the shares they sold in the Offering.

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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.1           Purchase and Sale . Apollo hereby agrees to sell, transfer and assign to the Company, and the Company hereby agrees to purchase from Apollo, 2,000,000 shares (the “Firm Shares”) of Company Stock, at the initial price per share to the public in the Offering set forth on the cover page of the final prospectus supplement relating to the Offering.

(a)          The number of Firm Shares that Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. commit to sell, transfer and assign is set forth opposite their names below: 

1.2           Additional Purchase and Sale . In the event and to the extent that the Underwriters shall exercise the election to purchase additional shares to cover over-allotments in the Offering, (a) Apollo agrees to sell, transfer and assign to the Company, and the Company agrees to purchase from Apollo, at the same price per share set forth in Section 1.1 above, additional shares (the “Optional Shares” and, together with the Firm Shares, the “Shares”) of Company Stock in the same proportion as the Underwriters’ election to purchase such additional shares in the Offering.

1.3           Cutback . If the Representatives advise the Company that marketing factors require a limitation of the number of shares to be underwritten in the Offering as contemplated by Section 3.3.2 of the Stockholders Agreement, then the Company shall so advise Apollo, and the number of Firm Shares to be sold by Apollo pursuant to this Agreement shall be equal to the number of Firm Shares set forth in Section 1.1 of this Agreement multiplied by the number of shares set forth on the cover page of the final prospectus supplement used in the Offering divided by the number of shares set forth on the cover page of the initial preliminary prospectus supplement used in the Offering.

1.4           Closing . Apollo will deliver the Shares to the Company against payment by or on behalf of the Company of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by Apollo. The time and date of such delivery and payment shall be, with respect to the Firm Shares, the time and date of delivery and payment with respect to the shares sold in the Offering (excluding any shares sold pursuant to the Underwriters’ exercise of their election to purchase additional shares to cover over-allotments), or such other time and date as Apollo and the Company may

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