Virginia Surety Company, Inc. As of September 8, 2010

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1 Company Information Address: 175 W. Jackson Blvd. 11th Floor Chicago, IL 664 Top Officer: David L. Cole Top Officer's Title: Chairman & CEO Secretary: Ronald D. Markovits Telephone: Fax: Web: A.M.Best Number: 2314 NAIC Number: 4827 FEIN Number: History: Virginia Surety Company, Inc. began business in Licensing: The company is licensed in the District of Columbia, Puerto Rico and all states. It is also licensed in Canada in the provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan. In addition, the company is also licensed in Australia and New Zealand. In Malaysia and Mexico the company is licensed only as an authorized reinsurer. Best's Ratings Financial Strength Ratings Rating: A- (Excellent) Affiliation Code: N/A Financial Size Category: IX ($25 Million to $5 Million) Outlook: Stable Action: Affirmed Effective Date: 12/9/29 Issuer Credit Rating Long-Term: a- Outlook: Stable Action: Affirmed Effective Date: 12/9/29 Previous FSR Rating Event A- (Excellent) 21 Security Ratings No data available Rating Rationale Rating Rationale: The rating reflects Virginia Surety Company's (VSC) supportive capitalization, profitable operating results, and specialty niche underwriting expertise and leadership position in the extended warranty market. VSC also benefits from its extensive database, broad administrative capabilities and competitive expense structure. The rating takes into consideration the loss portfolio reinsurance agreement with a former affiliate, FFG Insurance Company (FFG), that covers traditional property and casualty business and the unlimited guarantee and indemnification provided by FFG's new owner, National Indemnity Company, for the run-off of all non-warranty business reserves, written prior to the 26 acquisition of VSC by its current owner, Onex Corporation [TSX: OCX]. These positive rating factors are offset by the high gross underwriting leverage and the credit risk associated with non-rated unauthorized captive reinsurers. However, the recoverable risk is mitigated through the use of letters of credit and funds held on recoverable balances. The rating outlook is based upon the expectation for continued profitability and the maintenance of capitalization levels that are commensurate with the current rating. Business Review Virginia Surety Company (VSC) is one of the largest underwriters of consumer extended warranties worldwide. Underwriting activities principally include extended service and warranty product offerings to the auto, recreational, consumer electronics, appliance, home and commercial industries. Consumer extended warranty agreements on electronic goods, appliances, personal computers and office equipment are primarily produced by third party administrators. Extended warranty agreements covering automobiles are produced by both direct and indirect distribution networks, third party marketing groups, manufacturers, importers and distributors. Specialty extended warranty agreements are principally produced through third party administrators and brokers. As of November 3, 26, VSC became a subsidiary of TWG Holdings, Inc., which in turn is a wholly-owned subsidiary of The Warranty Group, Inc. The company is ultimately controlled by Canadian-domiciled, Onex Corporation. VSC previously was rated on a group basis with its former sister company, FFG Insurance Company (FFG) and both companies operated as subsidiaries of Aon Corporation (Aon). FFG was not included in the purchase of The Powered by A.M. Best's Global Insurance & Banking Database Page 1 of 8

2 Business Review Warranty Group from Aon and remained as a subsidiary of Aon. Note: The commentary above is an excerpt. Please refer to the AMB Credit Report - Insurance Professional for the complete text. Powered by A.M. Best's Global Insurance & Banking Database Page 2 of 8

3 Top Lines and States of Business ($) 3-Year Net Premiums Trend Analysis 3, 263, ,5 25, 222,493 2, 15, 1, 5, 2,38 22,726 24,717 2,13 46,348 34,947 11,697 1,877 1,873 4,33 4,845 5,298 2,534 2, Net prem written - inland marine Net prem written - credit Net prem written - auto phys damg Net prem written - oth liab occur Net prem written - other a&h All Other Lines Top Lines of Business (Net Premiums Written) 81.7% 6.3% 6.2% 3.6% 1.3%.8% Net prem written - inland marine Net prem written - credit Net prem written - auto phys damg Net prem written - oth liab occur Net prem written - other a&h All Other Lines Net prem written - inland marine 2,38 22,726 24,717 Net prem written - credit 2,13 46,348 34,947 Net prem written - auto phys damg 11,697 1,877 1,873 Net prem written - oth liab occur 4,33 4,845 5,298 Net prem written - other a&h 2,534 2, All Other Lines 263, ,5 222,493 Total 322, ,93 298,553 Top States of Business (Direct Premiums Written) 398,267 4, 35, 3, 25, 2, 15, 1, 177,438 58,697 87, Illinois 177,438 Michigan 58,697 Georgia 18,587 Wisconsin 18,568 Indiana 16,494 Canada 3,146 Aggregate Alien 18,15 47 other jurisdictions 87,188 Total DPW 398,267 5, 18,587 18,568 16,494 3,146 18,15 Illinois Michigan Georgia Wisconsin Indiana Canada Aggregate Alien 47 other jurisdictions Total DPW Powered by A.M. Best's Global Insurance & Banking Database Page 3 of 8

4 Key Financial Indicators ($) 5, 398, , ,983 Direct Premiums Written Net Premiums Written Pre-tax Operating Income , ,556 53, , ,93 56, , ,553 62,983 4, 3, 2, 1, 322, ,93 298,553 53,43 56,648 62,983 Direct Premiums Written Net Premiums Written Pre-tax Operating Income 1,2, 1,55,449 1,63,483 1,135,6 Net Income Total Admitted Assets Policyholders' Surplus 1,, 8, 29 36,827 1,55,449 32, ,27 1,63, , ,125 1,135,6 25,372 6, 4, 32, ,859 25,372 2, 36,827 33,27 43,125 Net Income Total Admitted Assets Policyholders' Surplus Profitability Leverage Liquidity Comb. Ratio Inv. Yield (%) Pre-tax ROR (%) NA Inv. Leverage. NPW to PHS Net Leverage Overall Liq. (%) Oper. Cash Flow (%) Combined Ratio Combined Ratio Company Industry Composite* Company Industry Composite* *Industry Composite for this company is Warranty Composite Powered by A.M. Best's Global Insurance & Banking Database Page 4 of 8

5 Underwriting Experience ($) Loss Ratios Net Underwriting Income Pure Loss LAE Expense Ratios Loss & LAE Net Comm. Other Exp. Total Exp. Div. Pol. Comb. Ratio 29 1, , , Change Amount Change % Direct Premiums Written 398, , % Net Premiums Written 322, ,93-19, % Pretax Operating Income 53,43 56,648-3, % Net Income 36,827 33,27 3,8 11.5% Total Admitted Assets 1,55,449 1,63,483-8,33 -.8% Policyholders' Surplus 32, ,859 41, % Powered by A.M. Best's Global Insurance & Banking Database Page 5 of 8

6 Capital Generation Analysis ($) 7, 6, 5, 4, 3, 2, 1, -1, -2, -3, -4, 62,983 56,648 53,43 13,182 7,466-7,673-12,71-4, -33, -32,46 Pre-tax Operating Income Total Investment Gains Net Contributions to Capital Other, Net of Tax -2,665 Pre-tax Operating Income Total Investment Gains Net Contributions to Capital Other, Net of Tax 29 53,43 7,466-33, 13, ,648-12,71-32, ,983-7,673-4, -2,665 3-Year Total 173,61-12,99-73, -39,943 Investment Portfolio Analysis ($) Investment Income Analysis ($) Asset Class 29 Long-Term Bonds 831,537 Stocks 22,228 Affiliated Investments Other Invested Assets 11,577 Total 955,342 Net Investment Income Realized Capital Gains Unrealized Capital Gains 29 42,55-1,433 8, ,253-8,24-4, ,567-1,84-5,869 Asset Class 5, 4, 42,55 42,253 42, % 1.6% 3, 2, 8,899 1, Long-Term Bonds Other Invested Assets 87.% Stocks -1, Net Investment Income -1,433-8,24 Realized Capital Gains -1,84-4,497-5,869 Unrealized Capital Gains Powered by A.M. Best's Global Insurance & Banking Database Page 6 of 8

7 Balance Sheet ($) ADMITTED ASSETS 29 Bonds 831,537 Common stock 22,228 Cash & short-term invest 9,27 Total invested assets 944,35 Premium balances 6,456 Accrued interest 11,37 All other assets 93,651 Total Assets 1,55,449 LIABILITIES & SURPLUS 29 Loss & LAE reserves 239,887 Unearned premiums 599,648 Conditional reserve funds 7,828 All other liabilities -94,85 Total Liabilities 752,512 Capital & assigned surplus 15,895 Unassigned surplus 152,42 Total policyholders' surplus 32,937 Total Liabilities & Surplus 1,55,449 Summary of Operations STATEMENT OF INCOME 29 Premiums earned 338,615 Losses incurred 23,555 LAE incurred 9,931 Undrw expenses incurred 99,54 Other expenses incurred 14,78 Net underwriting income 1,88 Net investment income 42,55 Pre-tax oper income 53,43 Realized capital gains -1,433 Income taxes incurred 15,169 Net Income 36,827 Powered by A.M. Best's Global Insurance & Banking Database Page 7 of 8

8 Note: The most recent data contained in this AMB Credit Report is "Quality Checked" indicating that this financial data was recorded after having cleared A.M. Best Quality Checks. A Best's Financial Strength Rating opinion addresses the relative ability of an insurer to meet its ongoing insurance obligations. The ratings are not assigned to specific insurance policies or contracts and do not address any other risk, including, but not limited to, an insurer's claims-payment policies or procedures; the ability of the insurer to dispute or deny claims payment on grounds of misrepresentation or fraud; or any specific liability contractually borne by the policy or contract holder. A Financial Strength Rating is not a recommendation to purchase, hold or terminate any insurance policy, contract or any other financial obligation issued by an insurer, nor does it address the suitability of any particular policy or contract for a specific purpose or purchaser. A Best's Debt/Issuer Credit Rating is an opinion regarding the relative future credit risk of an entity, a credit commitment or a debt or debt-like security. Credit risk is the risk that an entity may not meet its contractual, financial obligations as they come due. These credit ratings do not address any other risk, including but not limited to liquidity risk, market value risk or price volatility of rated securities. The rating is not a recommendation to buy, sell or hold any securities, insurance policies, contracts or any other financial obligations, nor does it address the suitability of any particular financial obligation for a specific purpose or purchaser. In arriving at a rating decision, A.M. Best relies on third-party audited financial data and/or other information provided to it. While this information is believed to be reliable, A.M. Best does not independently verify the accuracy or reliability of the information. Any and all ratings, opinions and information contained herein are provided "as is," without any express or implied warranty. Visit for additional information or for details on the Terms of Use. Copyright 21 A.M. Best Company, Inc. All rights reserved. No part of this report may be reproduced, distributed, or stored in a database or retrieval system, or transmitted in any form or by any means without the prior written permission of the A.M. Best Company. While the data in this report was obtained from sources believed to be reliable, its accuracy is not guaranteed. Powered by A.M. Best's Global Insurance & Banking Database Page 8 of 8

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