Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the arrangement described in Item 8.01 below and upon appointment of Messrs. Dakos, Goldstein and Hellerman, Walter Higgins and A. Penn Wyrough have agreed to resign from the Board of Directors (the "Board") of Imperial Holdings, Inc. (the "Company"). The resignations of Messrs. Higgins and Wyrough are not due to any disagreement with the Company or the Board.

Item 8.01. Other Events.

On July 18, 2012, the Board agreed in principle to appoint Andrew Dakos, Phillip Goldstein and Gerald Hellerman to serve as directors of the Company. It is anticipated that the appointment of Messrs. Dakos, Goldstein and Hellerman will occur as soon as practicable upon recommendation by the Corporate Governance & Nominating Committee of the Board. In connection with these appointments, Opportunity Partners, L.P., an affiliate of Bulldog Investors, has agreed in principle to withdraw, on behalf of itself and its affiliates, its demand that the Company hold a special meeting of shareholders and its court action to compel the Company to hold an annual meeting.

The Company intends to file a Current Report on Form 8-K with updated disclosures following the appointments of Messrs. Dakos, Goldstein and Hellerman.

This Current Report on Form 8-K contains certain "forward-looking statements" relating to the business of the Company. All statements, other than statements of historical fact included herein are "forward-looking statements," including statements regarding the agreement in principle described above and any other statements of non-historical information. Such statements are based upon the current beliefs of the Company's management and are subject to significant risks, assumptions, and uncertainties, including the risk that the Company may be unable to reach a definitive agreement with Opportunity Partners, L.P.

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