COOPERATION AGREEMENT

EXHIBIT 3

This Cooperation Agreement dated March 4, 2016 (the “Agreement”) is by and between Philadelphia Financial Management of San Francisco, LLC (“Philadelphia Financial”), Xxxxxx Xxxxxx, and Voce Capital Management LLC (“Voce”) (each of Philadelphia Financial, Xx. Xxxxxx and Voce, a “Stockholder” and together, the “Stockholder Group”) and Investment Technology Group, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Representations and Warranties of the Company. The Company represents and warrants to the Stockholder Group that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2. Representations and Warranties of the Stockholder Group. Each of the Stockholders represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. Each of the Stockholders represents and warrants to the Company that it and its Affiliates and Associates (as such terms are hereinafter defined) (i) are the “beneficial owners” (as such term is hereinafter defined) of the number of shares of the Company’s common stock (“Shares”) and Derivative Instruments (as such term is hereinafter defined) as set forth on Exhibit A hereto with respect to such Stockholder and its Affiliates and Associates, (ii) do not beneficially own, or have any rights, options or agreements to acquire or vote, any other Shares or Derivative Instruments, and (iii) do not beneficially own, or have any rights, options or agreements to acquire, any indebtedness of the Company. Philadelphia Financial represents and warrants to the Company that it is the general partner of Boathouse Row I, L.P. and Boathouse Row II, L.P. and the investment advisor to Boathouse Row Offshore Ltd. and OC 532 Offshore Ltd, it has sole power to acquire, dispose of and vote the Shares and Derivative Instruments identified on Exhibit A as beneficially owned by it or its Affiliates and Associates, and it has the ability to and shall cause each of such entities to comply with the terms of this Agreement. Voce represents and warrants to the Company that it has sole power to acquire, dispose of and vote the Shares and Derivative Instruments identified on Exhibit A as beneficially owned by it or its Affiliates and Associates, and it has the ability to and shall cause each of such entities to comply with the terms of this Agreement.

3. Board Nomination.

(a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board by one and appoint Xxxxx Xxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2016 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2016 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that, in connection

with the appointment and nomination of the New Nominee, such New Nominee (i) has completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter, a customary background check and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) has agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements.

The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

(b) The New Nominee shall be invited to be a member of the Board’s Capital Committee, which is comprised of X. Xxxxxx Millet, Xxxxxx Xxxx and R. Xxxxxxx Xxxxxx, and will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure.

Standstill; Voting; Other Matters.

(a) During the Standstill Period (as such term is hereinafter defined), each of the Stockholders agrees that neither it nor any of its Affiliates or Associates, will in any manner, directly or indirectly, absent prior express invitation or authorization by the Board pursuant to a resolution of the Board:

(i) effect or seek (including entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist, facilitate, finance or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in: (1) any acquisition of any securities (or beneficial ownership thereof), rights or options to acquire any securities (or beneficial ownership thereof) or any Derivative Instruments, or any assets or businesses, or any indebtedness or claims against any of the Company or any of its subsidiaries; provided that the

Stockholders, together with their Affiliates and Associates, may acquire beneficial ownership of Shares if upon such acquisition the aggregate beneficial ownership of Shares by both Stockholders and their respective Affiliates and Associates would not at any time be in excess of 10% of the number of Shares that are then outstanding (as adjusted for any stock dividends, combinations, splits or recapitalizations) or require public disclosure otherwise prohibited by the terms of this Agreement; (2) any share repurchase, dividend, self-tender or other change in capitalization, change in management or material change in the business, tender offer or exchange offer, merger, amalgamation, acquisition, share exchange or business combination involving the Company or any of its subsidiaries, or any recapitalization, reorganization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or joint ventures or any portion of its or their businesses or assets (other than participating in any such event referred to in clause (2) on the same basis as the other shareholders);

(ii) seek to call, request the call of, or call or make application to a court or other person to call, order, requisition or administer, a special or other meeting of the shareholders of the Company, seek to make or make, present, conduct, participate or engage in any shareholder proposals of any kind or other type of referendum (binding or non-binding), including nominations for, elections of or removal of directors, for consideration at any annual or special meeting of shareholders, through action by written consent or otherwise, or seek to make or make, engage in or participate in any solicitation of proxies or consents or other authority to vote any securities of the Company with respect to nominations for, elections of or removal of directors or any other proposal or business (binding or non-binding) to be considered by the Company’s shareholders, whether at an annual or special meeting of shareholders, regarding the call of a special meeting of shareholders or through action by written consent or otherwise;

(iii) encourage, advise or influence any other person or assist any person in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with the Board or Company management’s recommendation in connection with such matter);

(iv) form or join in a partnership, limited partnership, syndicate or other group, including a group as defined under Section 13(d) of the Exchange Act or other applicable law, with respect to the Shares (for the avoidance of doubt, excluding any group comprised solely of the Stockholder Group and the Affiliates and Associates of either Stockholder so long as the existence, creation or re-formation of such group would not result in any public disclosure by the Stockholder Group, or its Affiliates or Associates, otherwise prohibited by the terms of this Agreement or require public disclosure by the Company), or otherwise support or participate in any effort by any person, with respect to the matters set forth in this Section 5, or deposit any Shares in a voting trust or subject any Shares to any voting agreement or other arrangement of similar effect or grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual or special meeting of shareholders or action by written consent) with respect to the Shares now or hereafter

owned by the Stockholder Group or pursuant to this Agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like);

(v) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of the Company (provided that the foregoing shall not be deemed to restrict the Stockholder Group from having private discussions with management or the Board if such communications are not publicly disclosed and would not result in public disclosure by the Stockholder Group, or its Affiliates or Associates, or require public disclosure by the Company), or initiate or take any action to obtain representation on the Board or alter the composition of the Board or management;

(vi) other than in Rule 144-compliant open market broker sale transactions where the identity of the purchaser is not known and in underwritten public offerings with widely-dispersed distribution, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the Stockholder Group or any of the Affiliates or Associates of either Stockholder to any person or entity not a party to this Agreement (a “Third Party”) that to the knowledge of the Stockholder Group or the knowledge of the Affiliates or Associates of either Stockholder (after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC) would result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the Shares outstanding at such time or would increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates and Associates, has a beneficial or other ownership interest in the aggregate of 5% or more of the Shares outstanding at such time, except in a transaction approved by the Board;

(vii) make any request or demand or seek inspection, investigation or examination of any list or register of the Company’s shareholders or debtholders of any class or series, any other stocklist materials or of any other books or records of the Company or its Affiliates or make application or demand to a court or other person for an inspection, investigation or examination of the Company or its Affiliates or invoke any “oppression” or other remedy pursuant to any provision of applicable law, statute, the Company’s organizational documents or otherwise;

(viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) other than to enforce the provisions of this Agreement against the Company;

(ix) disclose that the Stockholder Group or the Affiliates or Associates of either Stockholder voted contrary to the recommendation of the Board on any matter other than as permitted by Section 4(b) hereof;

(x) make, or cause to be made, or in any way encourage any other person to make or cause to be made, any statement, announcement or disclosure negatively commenting upon the Company or any of its Affiliates, including as to corporate strategy or policies, structure, business, corporate activities, management, the Board or individual members of management or the Board, including any former member of management or the Board (including through any press release or other publicly available format, the filing or furnishing of any document or report with any regulatory or governmental agency or stock exchange, any Internet posting, or any public or private disclosure to any journalist or member of the media (including in a television, radio, newspaper, online, magazine or other interview, regardless of format), shareholder, securities analyst or other person); provided, that the Stockholder Group shall not be deemed in breach of this clause (a)(x) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Agreement (without giving effect to this proviso). The limitations set forth in this Section 4(a)(x) shall not prevent the Stockholder Group or any of its Affiliates or Associates from responding, after giving prior written notice to the Company a reasonable time in advance of any such response, to any statement made by the Company or any of its Affiliates or Associates of the nature described in Section 4(c) of this Agreement if such statement was made in breach of this Agreement;

(xi) take any action which would, or would reasonably be expected to, result in the Company being required to make a public announcement;

(xii) request any permission, waiver or amendment of any provision of this Agreement, disclose any intent, purpose, plan or proposal to obtain any such permission, waiver or amendment under this Agreement or bring any action or otherwise act to contest the validity of this Agreement or seek a release from the restrictions or obligations contained in this Agreement in each case in a manner that would result in public disclosure by the Stockholder Group, or the Affiliates or Associates of either Stockholder, or require public disclosure by the Company; or

(xiii) enter into any discussions or arrangements with any person with respect to any of the foregoing or disclose publicly or privately in any manner any intention, plan or arrangement that is inconsistent with the foregoing.

For the avoidance of doubt, each Stockholder shall cause its respective Affiliates and Associates to comply with the obligations under this Agreement and shall be liable for any failure to so comply by any of its respective Affiliates and Associates.

(b) During the Standstill Period, each Stockholder shall cause all Shares beneficially owned, directly or indirectly, by it, or by any of its Affiliates or Associates (including all Shares beneficially owned as of the record dates for any annual or special meeting of shareholders or other action by shareholders, including through written consent) over which it exercises or has voting authority, to be present for quorum purposes and to be voted, at such meetings or other method for shareholder action or at any adjournments or postponements thereof, in favor of any and all directors nominated by the Board for election at such meetings and in accordance with

the recommendation of the Board on any and all other proposals or other business that may come before any such shareholder meetings, whether or not proposed by the Company and whether or not binding, other than (w) approval of a shareholder rights plan, (x) amendments to the Company’s articles of incorporation or bylaws that diminish shareholder rights relative to the rights shareholders have with respect to the Company as of the date hereof (y) approval of sale or merger of the Company or (z) approval of any proposed stock issuances by the Company.

(c) During the Standstill Period, neither the Company nor any of its Affiliates or Associates shall in any manner, directly or indirectly, make, or cause to be made, or in any way encourage any other person to make or cause to be made, any statement, announcement or disclosure negatively commenting upon the Stockholder Group or any of the Stockholder Group’s Affiliates or any of the Stockholder Group’s current or former partners, members or officers (including through any press release or other publicly available format, the filing or furnishing of any document or report with any regulatory or governmental agency or stock exchange, any Internet posting, or any public or private disclosure to any journalist or member of the media (including in a television, radio, newspaper, online, magazine or other interview, regardless of format), shareholder, securities analyst or other person); provided, that the Company shall not be deemed in breach of this Section 4(c) by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section 4(c). The limitations set forth in this Section 4(c) shall not prevent the Company or any of its Affiliates or Associates, from responding, after giving prior written notice to the Stockholder Group a reasonable time in advance of any such response, to any statement made by the Stockholder Group or any of its Affiliates or Associates of the nature described in Section 4(a)(ix) or (x) of this Agreement if such statement was made in breach of this Agreement.

(d) The Stockholder Group, and each of them, hereby confirm and agree that neither it nor any of them or their Affiliates or Associates has provided, and pursuant to this Agreement shall not provide, any notice of an intent to nominate directors for election or propose other business at the 2016 Annual Meeting of the Stockholders of Investment Technology Group, Inc.

Public Announcement and SEC Filing.

(a) The Stockholder Group and the Company shall announce this Agreement by means of a joint press release in the form attached hereto as Exhibit B (the “Press Release”) to be issued before 5:00 p.m., New York City time, on March 4, 2016. Any public statement or comment by the Company or the Stockholder Group regarding this Agreement or the matters addressed herein shall be consistent with the Press Release.

(b) The Stockholder Group shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company filed with the SEC on November 12, 2015 (as amended) reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of this Agreement. The Stockholder Group shall provide the Company with reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company.

Definitions. For purposes of this Agreement:

(a) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, that any references to “Associate” herein shall be deemed to be preceded by the word “controlled”.

(b) the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act except that a person shall also be deemed to be the beneficial owner of all Shares which such person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or any agreement, arrangement or understanding (whether or not in writing), regardless of when such rights may be exercised and whether they are conditional, and all Shares which such person or any of such person’s Affiliates or Associates has or shares the right to vote or dispose.

(c) the term “Derivative Instrument” shall mean, with respect to any person, any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Company or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of the Company or any capital stock of the Company, any “call equivalent position” or “put equivalent position” (as such terms are defined in Rule 16a-1(b) under the Exchange Act) that is, directly or indirectly, held or maintained by such person with respect to any shares of any class or series of capital stock of the Company (including any security or instrument that would not otherwise constitute a derivative security for purposes of such definitions as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination) or any other derivative or synthetic arrangement having characteristics of a long position in, or a short position with respect to, any class or series of shares of capital stock of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company, or otherwise directly or indirectly owned beneficially by such shareholder person, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company.

(d) the term “including” shall mean “including, without limitation,” in all instances.

(e) the term “Net Long Position” shall mean such Shares beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares.

(f) the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

(g) the term “Standstill Period” shall mean the period from the date of this Agreement until the earlier of (i) date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2017 must be submitted pursuant to the Company’s bylaws and (ii) such date, if any, of a breach by the Company in any material respects of its obligations under this Agreement if such breach has not been cured within 30 days following written notice of such breach from the Stockholders.

7. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by telecopy and email, when such telecopy is transmitted to the telecopy number set forth below and sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section:

if to the Company:

Investment Technology Group, Inc.
Attention: Xxxxxxxxx XxXxxxx, General Counsel
Facsimile: (000) 000-0000
Email: Xxxxxxxxx.XxXxxxx@xxx.xxx

with a copy to:

Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
Email: XXXxxxx@xxxx.xxx
XXXxxxx@xxxx.xxx

if to the Stockholders:

Philadelphia Financial Management of San Francisco, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
Email: Xxxxxxx@xxxxxxxxx.xxx

Voce Capital Management LLC
000 Xxxxxxxxxx Xxxxxx,, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Facsimile: (000) 000-0000
Email: xxxxxxx@xxxxxxxxxxx.xxx

with a copy to:

Xxxxxxx Xxxx & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx
Facsimile: (000) 000-0000
Email: xxxx.xxxxxxxxxx@xxx.xxx

Specific Performance; Remedies; Other Matters.

(a) The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

(b) Within two business days of the date hereof the Company shall reimburse the Shareholder Group for $76,845 of its out-of-pocket expenses incurred in connection with the activities and matters related hereto. Except as provided in the preceding sentence, all costs or expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

9. Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

10. Counterparts. This Agreement may be executed in two (2) or more counterparts which together shall constitute a single agreement.

11. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other persons.

12. No Waiver. No failure or delay by either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder.

13. Assignment. This Agreement and the rights and obligations hereunder shall be binding on and inure to the benefit of successors of the parties hereto. This Agreement and the

rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by the Stockholder Group without the express written consent of the Company.

14. Entire Understanding. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

15. Interpretation and Construction. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.

INVESTMENT TECHNOLOGY GROUP, INC.

PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC

By:	/s/ Xxxxxxx X. Xxxxxx	By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxxx X. Xxxxxx		Name: Xxxxxx Xxxxxx
	Title: Chief Executive Officer and President		Title: Founder

VOCE CAPITAL MANAGEMENT LLC

	BY:	VOCE CAPITAL LLC,
		its Managing Member

	By:	/s/ X. Xxxxxx Plants
		Name: X. Xxxxxx Plants
		Title: Managing Member

	By:	/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx

[Signature Page to the Agreement]

EXHIBIT A

Ownership Schedule

Philadelphia Financial Management of San Francisco, LLC, together with its Affiliates and Associates, is the beneficial owner of 2,146,984 Shares.

Xxxxxx Xxxxxx is the beneficial owner of 50,963 Shares.

Voce Capital Management LLC, together with its Affiliates and Associates, is the beneficial owner of 671,390 Shares.

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COOPERATION AGREEMENT

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